<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
-----------------------
CHATEAU PROPERTIES, INC.
(Name of Issuer)
COMMON STOCK
PAR VALUE $.01 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
-----------------------
OCTOBER 14, 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).
/ / Check box if a fee is being paid with the statement.
- ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 161739107 13D Page 2
- ------------------------------------------------------------------------------
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
BK
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 565,815*
----------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
----------------------------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 538,700**
----------------------------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,815*
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
/ /
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------
* Beneficial ownership as to 447,115 of such Shares is disclaimed.
** Beneficial ownership as to 420,000 of such Shares is disclaimed.
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2, 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 (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 National Bank ("First
Chicago") pursuant to a short-term loan arrangement (the "Loan") to make the
purchases of Shares reported in Item 5 below. The 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 the Loan.
ROC expects that it will borrow additional funds from First Chicago
pursuant to loans with terms that are substantially the same as the terms of
the Loan to make any future acquisitions of Shares (see Item 4).
ITEM 4. PURPOSE OF THE TRANSACTION.
As previously reported, Chateau has waived 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. On October 14, 1996, ROC began
making open market purchases of Shares permitted by such waiver (see Item 5),
and ROC intends to continue to purchase Shares, up to the maximum permitted
amount of 7% of the outstanding Shares, in open market or privately
negotiated transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) ROC may be deemed to beneficially own a total of 565,815 Shares,
which represent approximately 8.7% 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.
3
<PAGE>
(b)-(c) The following is a schedule of the transactions in
Shares effected by ROC since September 20, 1996 (the date on
which the last amendment to this Statement was filed), all of
which were effected in the open market through the facilities of
the New York Stock Exchange:
Number of
Shares Price
Date Purchased Per Share
---- ---------- ---------
10/14/96 6,000 $25.125
10/14/96 16,500 $25.250
10/15/96 2,500 $25.250
10/15/96 2,500 $25.375
10/15/96 91,200 $25.500
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.
4
<PAGE>
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 16, 1996
ROC COMMUNITIES, INC.
By: /s/ GARY P. MCDANIEL
----------------------------------
Gary P. McDaniel
President and Chief Executive
Officer
5
