SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAY 22, 1997
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Date of Report (Date of earliest event reported)
CHATEAU COMMUNITIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
MARYLAND 001-12496 38-3132038
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(State of Organization)(Commission File Number)(IRS Employer Identification
Number)
6430 SO. QUEBEC STREET
ENGLEWOOD, CO 80111
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(Address of Registrant's Principal Executive Office) (Zip Code)
(303) 741-3707
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(Registrant's telephone number, including area code)
CHATEAU PROPERTIES, INC.
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On May 22, 1997, the Registrant amended its charter to affect a change in
the name of the corporation, from Chateau Properties, Inc. to Chateau
Communities, Inc. Additionally, the Registrant amended its charter to, among
other things, increase the total number of shares of capital stock of the
Registrant authorized for issuance. Reference is made to the copy of the
Articles of Amendment, filed with the Maryland Department of Assessments and
Taxation on May 22, 1997, annexed hereto as Exhibit 3, for information
regarding these amendments.
ITEM 7. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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3 Articles of Amendment, filed with the Maryland Department of
Assessments and Taxation on May 22, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 30, 1997 CHATEAU COMMUNITIES, INC.
By: /s/Gary P. McDaniel
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Gary P. McDaniel
President and Chief Executive Officer
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Exhibit 3
CHATEAU PROPERTIES, INC.
ARTICLES OF AMENDMENT
Chateau Properties, Inc., a Maryland corporation, having its
principal office in Baltimore County, Baltimore City, Maryland (which is
hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation, is hereby amended as follows:
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(a) Article I is hereby deleted in its entirety and the following
Article I is inserted in its place.
ARTICLE I
NAME
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The name of the corporation (the "Corporation") is:
Chateau Communities, Inc.
(b) Section 1 of Article IV is hereby deleted in its entirety and
replaced with the following:
Section 1. AUTHORIZED SHARES. The total number of shares of stock
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that the Corporation has authority to issue is 92,000,000 shares, of
which 90,000,000 are shares of Common Stock, $.01 par value per share
("Common Stock"), and 2,000,000 shares are shares of Preferred Stock,
$.01 par value per share ("Preferred Stock"). The aggregate par value of
all authorized shares of stock having par value is $920,000.00. The
Board of Directors may classify or reclassify any authorized but unissued
shares of capital stock by setting or changing in any one or more
respects the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of such shares of stock.
(c) Section 3 of Article IV is hereby deleted in its entirety and
replaced with the following:
Section 3. ISSUANCE OF CAPITAL STOCK. The power of the Board of
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Directors to classify and reclassify any of the authorized but unissued
shares of capital stock shall include, without limitation, subject to the
express terms of any other class or series of capital stock outstanding
at the time and subject to the provisions of Article VI regarding Excess
Stock, authority to classify or reclassify any unissued shares of such
stock into a class or classes of preferred stock, preference stock,
special stock or other stock, to increase or decrease such shares once
classified and to issue such stock, from time to time, in one or more
series as authorized by the Board of Directors. Prior to issuance of
shares of any class or series of stock to be designated, the Board of
Directors by resolution shall designate that class or series to
distinguish it from all other classes or series of stock of the
Corporation, shall specify the number of shares to be included in the
class or series and, subject to the express terms of any other class or
series of capital stock outstanding at the time and subject to the
provisions of Article VI regarding Excess Stock, shall set the terms,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to ownership, dividends or other distributions,
qualifications and terms or conditions of redemption of the shares of
such class or series of capital stock.
SECOND: The changes effected by the foregoing amendments to Article IV
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are as follows:
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(a) As of immediately before this Amendment the total number of shares
of stock of all classes which the Corporation has authority to issue is
32,000,000 shares, of which 30,000,000 are shares of Common Stock, $.01 par
value per share, and 2,000,000 are shares are shares of Preferred Stock, $.01
par value per share.
(b) As amended the total number of shares of stock of all classes which
the Corporation has authority to issue is 92,000,000 shares, of which
90,000,000 are shares of Common Stock, $.01 par value per share, and 2,000,000
shares are shares of Preferred Stock, $.01 par value per share.
(c) The aggregate par value of all shares having a par value is
$320,000.00 before this Amendment and $920,000.00, as amended.
(d) The shares of stock of the Corporation are divided into classes, but
the descriptions of each class of stock of the Corporation are not changed by
this Amendment.
THIRD: This Amendment to the charter of the Corporation has been advised
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and approved by the Board of Directors and approved by the stockholders of the
Corporation as required by law.
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IN WITNESS WHEREOF, Chateau Properties, Inc., has caused this
Amendment to be signed in its name and on its behalf by its President and
witnessed by its Secretary on May 22, 1997.
WITNESS: Chateau Properties, Inc.
/s/ Tamara D. Fischer By: /s/ C.G. Kellogg
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Secretary President
THE UNDERSIGNED, President of Chateau Properties, Inc., who
executed on behalf of the Corporation the foregoing Articles of Amendment of
which this certificate is made a part, hereby acknowledges in the name and on
behalf of said Corporation the foregoing Articles of Amendment to be the
corporate act of said Corporation and hereby certifies that to the best of his
knowledge, information, and belief the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
/s/ C.G. Kellogg
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President
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