<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CHATEAU PROPERTIES, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
161739107
(CUSIP Number)
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)
COPY TO:
JAY L. BERNSTEIN, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
JULY 17, 1996
(Date of event which requires filing of this statement)
[ ] 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).
[x] Check box if a fee is being paid with the statement.
Page 1 of 8
Exhibit Index at Page 8
<PAGE> 2
CUSIP No. 161739107 13D Page 2 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
ROC COMMUNITIES, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS
WC/OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
<TABLE>
<S> <C> <C>
7. SOLE VOTING POWER
NUMBER OF
UNITS 447,115*
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH
9. SOLE DISPOSITIVE POWER
420,000*
10. SHARED DISPOSITIVE POWER
0
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,115*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
14. TYPE OF REPORTING PERSON
CO
* Beneficial ownership disclaimed with respect to all of such shares.
See Item 5 below.
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D (this "Schedule") relates to shares of common stock,
par value $.01 per share ("Shares"), of Chateau Properties, Inc., a Maryland
corporation ("Chateau"). The principal executive offices of Chateau are
located at 19500 Hall Road, Clinton Township, MI 48038.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) The person filing this statement is ROC Communities,
Inc., a Maryland corporation ("ROC"). The principal executive office of ROC is
located at 6430 South Quebec Street, Englewood, CO 80111. ROC is a real estate
investment trust primarily engaged in the ownership, operation and management
of manufactured home communities.
Pursuant to General Instruction C of Schedule 13D, the names, business
addresses, principal occupations and citizenship of the executive officers and
directors of ROC are set forth in Annex A hereto and are incorporated herein by
reference.
(d)-(e) During the last five years, neither ROC nor, to the
knowledge of ROC, any of the executive officers and directors of ROC listed in
Annex A has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining further violations of or prohibiting activities subject to federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 17, 1996, ROC, Chateau, Chateau Communities, Inc., a Maryland
corporation ("Chateau Communities") organized by ROC and Chateau, and R
Acquisition Sub, Inc., a Maryland corporation and a subsidiary of Chateau
Communities ("RSub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which Chateau will merge with Chateau Communities,
with Chateau Communities surviving such merger (the "Chateau Merger"), and ROC
will merge with RSub, with ROC surviving such merger (the "ROC Merger" and,
together with the Chateau Merger, the "Mergers").
As a result of the Mergers, each outstanding share of common stock,
par value $.01 per share, of ROC ("ROC Common Stock") and 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 $.0001 per share, of
Chateau Communities ("Chateau Communities Common Stock"), and each outstanding
share of common stock, par value $.01 per share, of Chateau ("Chateau Common
Stock") will be converted into one share of Chateau Communities Common Stock.
The Mergers are subject to a number of conditions, as described in the Merger
Agreement.
Pursuant to the Merger Agreement, ROC was granted the Chateau Option
(defined in Item 4 below) and received the Chateau Principal Proxy (defined in
Item 4 below) entitling ROC to vote the shares of Chateau Common Stock held by
certain persons in favor of the Mergers. None of the triggering events
permitting exercise of the Chateau Option has occurred as of the date of this
Schedule 13D. In the event that the Chateau Option becomes exercisable and ROC
wishes to purchase for cash the Chateau Common Stock subject thereto, ROC
anticipates that it would fund the exercise price from working capital or
through other sources, which could include borrowings.
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<PAGE> 4
ITEM 4. PURPOSE OF THE TRANSACTION.
The "Chateau Option Agreement" provides ROC an option (the "Chateau
Option") to purchase up to 420,000 shares of Chateau Common Stock from Chateau.
The option is exercisable by ROC, in whole or in part, at any time or from time
to time after the Merger Agreement becomes terminable by ROC under
circumstances which could entitle ROC to receive certain break-up expenses or
fees pursuant to the Merger Agreement, regardless of whether the Merger
Agreement is actually terminated (any such event by which the Merger Agreement
becomes so terminable by ROC being referred to herein as a "ROC Trigger
Event"). The right of ROC to exercise the option shall terminate on the date
which is 365 days after the date that Chateau shall notify ROC in writing of
the occurrence of any ROC Trigger Event. The Chateau Option Agreement is filed
herewith as Exhibit 7.1 and is incorporated herein by reference.
The "Chateau Principal Proxy" has been executed by certain holders of
Chateau Common Stock (John A. Boll, C.G. Kellogg and Tamara D. Fischer) and
authorizes ROC to vote the shares of Chateau Common Stock held by such Chateau
stockholders in favor of the Chateau Merger and the approval and adoption of
the Merger Agreement and the other transactions contemplated thereby. A copy
of the Chateau Principal Proxy is attached hereto as Exhibit 7.2 and is
incorporated herein by reference.
Except as set forth in this Item 4, ROC has no plans or proposals
which relate to or would result in any of the matters set forth in clauses (a)
through (j) of Item 4 of Schedule 13D.
The preceding summary of certain provisions of the Chateau Option
Agreement and the Chateau Principal Proxy, copies of which are filed as
exhibits hereto, is not intended to be complete and is qualified in its
entirety by reference to the full text of such agreements.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Pursuant to the Chateau Option Agreement, ROC has the right,
exercisable only in certain circumstances, none of which have occurred as of
the date hereof, to acquire up to 420,000 shares of Chateau Common Stock, which
represents beneficial ownership of approximately 6.9% of the shares of Chateau
Common Stock currently outstanding. If ROC were to acquire such shares, it
would have sole voting and, subject to certain restrictions set forth in the
Chateau Option Agreement, dispositive power with respect thereto. Because of
the limited circumstances in which the option granted under the Chateau Option
Agreement is exercisable, ROC disclaims beneficial ownership of such shares of
Chateau Common Stock subject to the Chateau Option Agreement.
Pursuant to the Chateau Principal Proxy, ROC has sole voting
power with respect to 27,115 shares of Chateau Common Stock, representing
approximately 0.4% of the shares of Chateau Common Stock currently outstanding,
for the purpose of voting in favor of the Chateau Merger and the approval and
adoption of the Merger Agreement and the other transactions contemplated
thereby. ROC does not have dispositive power with respect to such shares nor
does it have voting power with respect to such shares except with regard to the
Chateau Merger and matters relating thereto. As a result, ROC disclaims
beneficial ownership of the shares subject to the Chateau Principal Proxy.
Steven G. Davis, a director of ROC, is a co-trustee of a trust
that owns 900 shares of Chateau Common Stock. Other than as described above, to
the best of its knowledge, no executive officer or director of ROC beneficially
owns any shares of Chateau Common Stock.
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<PAGE> 5
(c) Except as described above, there have been no transactions in
shares of Chateau Common Stock by ROC, or, to the best knowledge of ROC, any of
ROC's executive officers and directors during the past 60 days.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth in items 3, 4 and 5, neither ROC nor, to
the best knowledge of ROC, any of its directors or executive officers, has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any other person with respect to any securities of Chateau.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 Stock Option Agreement, dated as of
July 17, 1996, between Chateau
Properties, Inc., as issuer, and ROC
Communities, Inc., as grantee
(incorporated by reference to
Exhibit 10.1 of ROC's Current Report
on Form 8-K filed on July 29, 1996).
Exhibit 7.2 Agreement and Irrevocable Proxy,
dated as of July 17, 1996, by and
between C.G. Kellogg, Tamara D.
Fischer and John A. Boll and ROC
Communities, Inc.
5
<PAGE> 6
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: July 29, 1996
ROC COMMUNITIES, INC.
By: /s/ Gary P. McDaniel
Gary P. McDaniel
President and Chief Executive Officer
6
<PAGE> 7
ANNEX A
IDENTITY AND BACKGROUND
The following table sets forth the names, addresses and principal
occupations of the executive officers and directors of ROC. Each such person
is a citizen of the United States. Unless otherwise indicated, the business
address of each executive officer of ROC is 6430 South Quebec Street,
Englewood, Colorado 80111.
<TABLE>
<CAPTION>
Name and Address Occupation
---------------- ----------
<S> <C>
Gary P. McDaniel Chairman of the Board of Directors, President
and Chief Executive Officer
Steven G. Davis Executive Vice President, Chief Financial Officer and Director
James B. Grange Executive Vice President and Chief Operating Officer
Rees F. Davis, Jr. Executive Vice President-Acquisition and Sales
Tucker Hart Adams Director
4822 Alteza Drive President, The Adams Group, Inc.
Colorado Springs, CO 80917
James L. Clayton Director
Clayton Homes, Inc. Chairman of the Board and Chief Executive Officer, Clayton Homes, Inc.
623 Market - 8th Floor
Knoxville, TN 37902
James M. Hankins Director
Hankins Enterprises
1400 S. Colorado Blvd., #410
Denver, CO 80222
Donald E. Miller Director
5965 E. Princeton Circle
Englewood, CO 80111
</TABLE>
A-1
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NUMBER
----------- ----------- ------
<S> <C>
7.1 Stock Option Agreement, dated as of July 17, 1996,
between Chateau Properties, Inc., as issuer, and ROC
Communities, Inc., as grantee (incorporated by
reference to Exhibit 10.1 of ROC's Current Report on
Form 8-K filed on July 29, 1996).
7.2 Agreement and Irrevocable Proxy, dated as of July 17,
1996, by and between C.G. Kellogg, Tamara D. Fischer
and John A. Boll and ROC Communities, Inc.
</TABLE>
<PAGE> 1
EXHIBIT 7.2
AGREEMENT AND IRREVOCABLE PROXY
AGREEMENT and IRREVOCABLE PROXY (the "Agreement"), dated as of July
17, 1996, by and between C.G. Kellogg, Tamara D. Fischer and John A. Boll,
certain principal stockholders of Chateau Properties, Inc. (the "Chateau
Stockholders"), and ROC Communities, Inc., a Maryland corporation ("ROC").
WHEREAS, the Chateau Stockholders are the owners, beneficially or of
record, of certain shares of common stock, par value $0.01 per share (all such
shares, the "Chateau Shares"), of Chateau Properties, Inc., a Maryland
corporation ("Chateau"); and
WHEREAS, both ROC and Chateau plan to enter into an Agreement and Plan
of Merger (the "Merger Agreement") with Chateau Communities, Inc., a Maryland
corporation (the "Company") and R Acquisition Sub, Inc., a Maryland corporation
and a wholly-owned subsidiary of the Company ("RSub"), pursuant to which RSub
will merge with and into ROC and Chateau will merge with and into the Company
(the "Merger"); and
WHEREAS, the Chateau Stockholders would like to ensure that certain
principal stockholders of ROC (the "ROC Stockholders"), who are the owners,
beneficially or of record, of certain shares of common stock, par value $0.01
per share, of ROC (all such shares, the "ROC Shares"), vote or cause to be
voted all of the ROC Shares in favor of the Merger, and the ROC Stockholders
would like to ensure that the Chateau Stockholders vote or cause to be voted
all of the Chateau Shares in favor of the Merger; and
WHEREAS, in order to provide such assurance, the Chateau Stockholders
wish to grant to ROC an irrevocable proxy (the "Proxy"), coupled with an
interest in the form of a reciprocal proxy of even date herewith granted to
Chateau by the ROC Stockholders, to vote or cause to be voted all of the
Chateau Shares in favor of the Merger, upon the terms and subject to the
conditions hereof;
NOW, THEREFORE, in consideration of the promises and mutual covenants
provided herein, and other good and sufficient consideration, the receipt of
which is acknowledged by each party hereto, the parties hereto agree as
follows:
1. Proxy.
(a) The Chateau Stockholders hereby irrevocably constitute and
appoint ROC as their true and lawful proxy and attorney-in-fact, for and in the
name, place and stead of the Chateau Stockholders, solely to vote or cause to
be voted all of the Chateau Shares, together with any additional shares of
Chateau common stock that such Chateau Stockholders shall acquire between the
date of this Agreement and the date of termination of this Agreement, in favor
of the Merger
<PAGE> 2
and the other transactions contemplated in connection therewith, at any annual,
special or other meeting of the stockholders of Chateau, and at any adjournment
or postponements thereof (a "Meeting"), or pursuant to any written consent in
lieu of a meeting or otherwise.
(b) In the event that ROC is unable or declines to exercise the
power and authority granted by the Proxy for any reason, the Chateau
Stockholders covenant and agree to vote or cause to be voted all of the Chateau
Shares in favor of approval and adoption of the Merger and the other
transactions contemplated in connection therewith at any Meeting and, upon
request of ROC, to provide their written consent thereto.
(c) The Chateau Stockholders hereby covenant and agree that they
will not vote, cause to be voted or take any action by written consent of
stockholders in lieu of a meeting on any matter which is subject to the Proxy
without the prior written consent of ROC, and will promptly provide ROC with
copies of any stockholder notices given by Chateau and received by the Chateau
Stockholders.
2. Covenants. The Chateau Stockholders, individually, hereby
covenant and agree that they will not, and will not agree to, directly or
indirectly, sell, transfer, assign, pledge, hypothecate, cause to be redeemed
or otherwise dispose of any of the Chateau Shares, or grant any proxy,
power-of-attorney or other authorization or interest in or with respect to such
Chateau Shares, or deposit such Chateau Shares into a voting trust or enter
into a voting agreement or arrangement with respect to such Chateau Shares
unless and until they shall have taken all actions (including, without
limitation, the endorsement of a legend on the certificates evidencing such
Chateau Shares) necessary to ensure that such Chateau Shares shall at all times
be subject to the rights, powers and privileges granted or conferred, and
subject to all the restrictions, covenants and limitations imposed, by this
Agreement and shall have caused any transferee of any of the Chateau Shares to
execute and deliver to the other party hereto, an Agreement and Irrevocable
Proxy consistent with the terms contained herein.
3. Representation and Warranty. Each of the Chateau Stockholders
represents and warrants to ROC that he, she, or it has full power and authority
to enter into this Agreement, to grant the Proxy and to perform its obligations
hereunder.
4. Miscellaneous.
(a) The terms and provisions of this Agreement shall be governed
by and construed in accordance with the laws of the State of Maryland without
giving effect to the conflicts of law provisions thereof.
(b) THE CHATEAU STOCKHOLDERS AND ROC AGREE THAT THE PROXY AND
ALL OTHER POWER AND AUTHORITY INTENDED TO BE CONFERRED HEREBY ARE COUPLED WITH
AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER AND SHALL NOT BE
TERMINATED BY ANY ACT OF THE CHATEAU STOCKHOLDERS OR ROC, BY LACK OF
APPROPRIATE POWER OR
2
<PAGE> 3
AUTHORITY OR BY THE OCCURRENCE OF ANY OTHER EVENT OR EVENTS EXCEPT AS PROVIDED
HEREIN.
(c) THIS POWER OF ATTORNEY SHALL NOT BE AFFECTED BY THE
DISABILITY OF ANY CHATEAU STOCKHOLDER.
(d) This Agreement and the Proxy granted hereunder shall
terminate immediately upon the termination of the Merger Agreement or the
consummation of the transactions contemplated thereby.
(e) The Chateau Stockholders acknowledge and agree that
performance of their respective obligations hereunder will confer a unique
benefit on ROC and that a failure of performance will result in irreparable
harm to the other and will not be compensable by money damages. The parties
therefore agree that this Agreement, including the Proxy, shall be specifically
enforceable and that specific enforcement and injunctive relief shall be
remedies properly available to the other party for any breach of any agreement,
covenant or representation of the other hereunder. The terms and provisions of
this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by and against the personal representatives, heirs, successors and
assigns of the parties hereto.
(f) The Chateau Stockholders will, upon request, execute and
deliver any additional documents and take such further actions as may
reasonably be deemed by ROC to be necessary or desirable to complete the
proxies granted herein or to carry out the provisions hereof.
(g) If any term, provision, covenant or restriction of this
Agreement, or the application thereof to any circumstance, shall, to any
extent, be held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement or the application thereof to any other
circumstance, shall remain in full force and effect, shall not in any way be
affected, impaired or invalidated and shall be enforced to the fullest extent
permitted by law.
(h) This Agreement may be executed in counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same document.
3
<PAGE> 4
IN WITNESS WHEREOF, the Chateau Stockholders and ROC have duly
executed this Agreement or caused this Agreement to be duly executed as of the
date first above written.
ROC COMMUNITIES, INC.
By: /s/ Gary P. McDaniel
Name: Gary P. McDaniel
Title: President and CEO
CHATEAU STOCKHOLDERS
Name: /s/ C.G. Kellogg Name: /s/ Tamara D. Fischer
C.G. Kellogg Tamara D. Fischer
Name: /s/ John A. Boll
John A. Boll
4
