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
February 11, 1997
Date of Report (Date of earliest event reported)
CHATEAU PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland 1-12496 38-3132038
(State of Organization) (Commission File Number) (IRS Employer
Identification Number)
6430 SO. QUEBEC STREET
ENGLEWOOD, CO 80111
(Address of Registrant's Principal Executive Office)(Zip Code)
(303) 741-3707
(Registrant's telephone number, including area code)
19500 HALL ROAD
CLINTON TOWNSHIP, MI 48038
(Former Address, if Changed Since Last Report)
Page 1 of 3
Exhibit Index located at Page 3
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Item 1. Changes in Control of Registrant.
(a) Although management of the Registrant does not consider
the changes in its stockholders, board of directors and officers described in
this Report to constitute a change of control, they nevertheless are
significant. On February 11, 1997 (the "Effective Date"), R Acquisition Sub,
Inc. ("R Sub"), a Maryland corporation and subsidiary of the Registrant,
was merged with and into ROC Communities, Inc. ("ROC") pursuant to
Articles of Merger filed with the Maryland State Department of Assessments
and Taxation between R Sub and ROC (the "Articles of Merger"). Upon the
effectiveness of the Merger each issued and outstanding share of ROC Common
Stock, $.01 par value ("ROC Common Stock"), and of ROC Non-Voting Stock (as
defined in the Articles of Merger), $.01 par value ("ROC Non-Voting Stock"),
was converted into the right to receive 1.042 shares of Chateau's Common
Stock, $.01 par value (the "Chateau Common Stock").
As a result of the Merger, the exchange by limited partners
("Exchanging OP Unitholders") of CP Limited Partnership ("CP") of 6,127,576
limited partner interests in CP ("OP Units") for an equal number of shares of
Common Stock and the declaration of a stock dividend by the Registrant, the
Registrant issued an aggregate of 19,621,986 shares of its Common Stock to
former ROC stockholders, Exchanging OP Unitholders and previously existing
stockholders of the Registrant. As a result of these transactions, former ROC
stockholders and exchanging OP Unitholders hold approximately 50% and 30%,
respectively, of the Registrant's issued and outstanding shares of Common
Stock.
The exchanging OP Unitholders include two of the Registrant's
directors, John A. Boll ("Boll") and Edward R. Allen ("Allen"), and J. Peter
Ministrelli ("Ministrelli"). In connection with their exchange of OP Units,
Mr. Boll purchased 442,569 additional shares of Common Stock, Mr. Allen
purchased 98,000 additional shares of Common Stock and Mr. Ministrelli
purchased 345,504 additional shares of Common Stock, in each case for cash at
a price per share of $25.88. As a part of these additional purchases, (i) Mr.
Boll borrowed funds from Huntington National Bank and pledged 1,098,367
shares to secure this loan, (ii) Mr. Allen borrowed funds from Northern
Trust, and pledged 208,779 shares to secure this loan, and Mr. Ministrelli
borrowed funds from Michigan National Bank and pledged 903,527 shares to
secure this loan. A failure to repay this indebtedness by one or more of
Boll, Allen and Ministrelli could result in a foreclosure and sale of these
shares which might affect control of the Registrant.
In connection with the Merger, (i) Jay G. Rudolph and Kenneth
E. Myers resigned as directors of Chateau and Gary P. McDaniel, James L.
Clayton, Steven G. Davis, James M. Hankins and Donald E. Miller were elected
as directors of Chateau, (ii) Gary P. McDaniel, James B. Grange and Rees F.
Davis, Jr. were elected Chief Executive Officer, Chief Operating Officer and
Executive Vice President--Acquisitions of Chateau, respectively, and (iii)
Chateau's principal executive offices were relocated to 6430 South Quebec
Street, Englewood, CO 80111.
Also in connection with this Merger, until February, 2000
Messrs. Boll and Allen have agreed with Gary P. McDaniel, the Registrant's
chief executive officer, to vote their shares of Common Stock for the
nominees for directors nominated by the Registrant's Board of Directors.
The above-described Merger and other transactions are
described in the Registrant's Joint Proxy Statement/Prospectus dated December
24, 1996 (the "Proxy Statement") and Supplement
Page 2 of 3
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thereto dated January 31, 1997, each of which was filed with the Commission
and is incorporated herein by reference.
Item 2. Acquisition of Assets.
As a result of the Merger, effective February 11, 1997 the
Registrant acquired all of the assets of ROC for 13,109,941 shares of its
Common Stock. The terms of the Merger, including the exchange ratio for ROC
stockholders of 1.042, were negotiated by Chateau management and the fairness
of such ratio to Chateau stockholders was confirmed by Merrill Lynch and
Goldman Sachs & Co. Chateau intends to continue ROC's ownership and operation
of these assets as manufactured home communities.
Item 7. Financial Statements and Exhibits.
(a) and (b) Financial statements and pro forma financial
information. The financial statements of ROC and the pro forma financial
information satisfying the requirements of this Item 7 were included as a
part of the Proxy Statement, which was itself part of a Registration
Statement on Form S-4 declared effective December 24, 1996.
(c) Exhibits.
(2)(i) Restated and Amended Agreement and Plan of
Merger dated as of September 17, 1996 among
Chateau, ROC and R Sub (the "Restated Merger
Agreement").*
(ii) Amendment dated as of December 20, 1996 to the
Restated Merger Agreement.*
(iii) Amendment dated as of February 7, 1997 to the
Restated Merger Agreement.
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* Incorporated by reference to the Exhibits filed as a part of the
Registration Statement filed by Chateau on Form S-4 (Registration
No. 333-18807).
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, thereunto duly authorized, and in the capacity indicated,
on the 26th day of February, 1997.
CHATEAU PROPERTIES, INC.
By: /s/ Tamara D. Fischer
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Tamara D. Fischer, Executive Vice
President and Chief Financial Officer
Page 3 of 3
Exhibit 2.(iii)
AMENDMENT TO AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN
OF MERGER (this "Amendment") is entered into as of this ____ day of February,
1997, by and among CHATEAU PROPERTIES, INC., a Maryland corporation
("Chateau"), ROC COMMUNITIES, INC., a Maryland corporation ("ROC"), and R
ACQUISITION SUB, INC., a Maryland corporation and a subsidiary of Chateau ("R
Sub").
R E C I T A L S:
WHEREAS, Chateau, ROC and R Sub are parties to an Amended and
Restated Agreement and Plan of Merger, dated as of September 17, 1996 and
amended by the amendment thereto dated December 20, 1996 (the "Merger
Agreement"); and
WHEREAS, Chateau, ROC and R Sub wish to amend the Merger Agreement in
accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:
1. Cancellation of Common Stock Owned by ROC. Article I is hereby
amended by adding the following Section 1.10 to the end thereof:
"SECTION 1.10 Common Stock Owned by ROC. By virtue of the Merger and
without any further action on the part of any party, all shares of Common
Stock owned by ROC, including any rights to receive a Common Stock dividend
declared by Chateau and any rights to receive any shares of Common Stock
resulting from the waiver and reallocation of any such dividend, shall be
cancelled as a part of and immediately upon the Merger being effective and no
such shares of Common Stock shall be considered as outstanding for any
purpose whatsoever and all of them shall become authorized but unissued
shares."
2. Capitalized Terms. Capitalized terms used but not defined in this
Amendment shall have the meanings given them in the Merger Agreement.
3. Effect of Amendment. In the event of a conflict between the terms
of this Amendment and the terms of the Merger Agreement, the terms of this
Amendment shall govern and control. Except as specifically set forth in this
Amendment, the terms and effectiveness of the Merger Agreement are ratified
and confirmed in all respects.
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4. Counterparts. This Amendment may be executed in one or more
counterparts, all of which shall be considered one in the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other parties.
IN WITNESS WHEREOF, Chateau, ROC and R Sub have caused this Amendment
to be signed by their respective duly authorized officers, all as of the date
first written above.
CHATEAU PROPERTIES, INC.
By: /s/ C.G. Kellogg
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Its: Chief Executive Officer
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ROC COMMUNITIES, INC.
By: /s/ Gary McDaniel
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Its: Chief Executive Officer
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R ACQUISITION SUB, INC.
By: /s/ C.G. Kellog
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Its: Chief Executive Officer
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