SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A-7
(Amendment No. 7)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CHATEAU PROPERTIES, INC.
(NAME OF SUBJECT COMPANY)
CHATEAU PROPERTIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
161739 10
(CUSIP NUMBER OF CLASS SECURITIES)
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C. G. Kellogg
President and Chief Executive Officer
Chateau Properties, Inc.
19500 Hall Road
Clinton Township, MI 48038
(810) 286-3600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE
PERSON(S) FILING STATEMENT)
COPIES TO:
Arthur Fleischer, Jr., Esq.
Peter Golden, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
Henry J. Brennan, III, Esq.
Charles W. Royer, Esq.
Timmis & Inman L.L.P.
300 Talon Centre
Detroit, MI 48207
(313) 396-4200
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This Amendment No. 7 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the
"Schedule 14D-9") originally filed with the Securities and Exchange Commission
(the "SEC") on September 18, 1996 by Chateau Properties, Inc., a Maryland
corporation (the "Company"), relating to the offer by MHC Operating
Limited Partnership, an Illinois limited partnership ("MHC OP"), the sole
general partner of which is Manufactured Home Communities, Inc., a
Maryland corporation ("MHC"), to purchase all outstanding shares of
common stock, $.01 par value per share (the "Shares"), of the Company,
at a price of $26.00 per Share, net to the seller in cash. Capitalized
terms used but not defined herein have the meanings previously set
forth in the Schedule 14D-9.
1. ITEM 4. THE SOLICITATION OR RECOMMENDATION
The following paragraph is added at the end of Item 4(a).
On Novembwer 7, 1996, MHC announced that it had terminated
the MHC Offer and withdrawn its request for a preliminary injunction hearing.
Also on November 7, 1996, the Company announced that it had received a
revised proposal from MHC which the Company will carefully review in due
course.
2. ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
Item 9 is hereby amended by adding the following
exhibit:
Exhibit 99.19 Text of Press Release dated November 7, 1996
issued by the Company.
<PAGE>
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.
By: /s/ C.G. Kellogg
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Name: C.G. Kellogg
Title: President and Chief Executive Officer
Dated: November 7, 1996
<PAGE>
EXHIBIT INDEX
Exhibit 99.19 Text of Press Release dated November 7, 1996
issued by the Company.
Exhibit 99.19
CHATEAU RECEIVES REVISED PROPOSAL FROM MHC
CLINTON TOWNSHIP, MI, November 7, 1996 - Chateau Properties, Inc. (NYSE: CPJ)
announced today that it had received a revised proposal from Manufactured Home
Communities, Inc. (NYSE:MHC) and that it will carefully review the proposal in
due course.
Chateau Properties Inc. is a fully integrated real estate investment trust
(REIT) engaged in the long-term ownership, management, development and
acquisition of high quality manufactured housing communities. Its portfolio
comprises 47 communities located in Michigan, Illinois, Florida, Minnesota,
and North Dakota and contains 20,003 sites.
On October 2, 1996, Chateau and ROC announced the joint acquisition of six
properties from Oakwood Homes. The 50/50 joint venture includes the capacity
for a total of 2,700 homesites.
