SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
CHATEAU PROPERTIES, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
161739 10 7
(CUSIP Number)
John A. Boll Copies to: Charles W. Royer
c/o Chateau Properties, Inc. Timmis & Inman L.L.P.
19500 Hall Road 300 Talon Centre
Clinton Township, MI 48038 Detroit, MI 48207
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 29, 1997
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(Date of Event which Requires Filing
of this Statement)
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 the following
box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of ____ Pages
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CUSIP No. 161739 10 7 13D Page _____ of _____ Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. Boll S.S. # ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,289,700
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,289,700
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,289,700
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12 CHECK BOX OF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The filing person hereunder is John A. Boll (the "Filing Person").
The Filing Person is the sole beneficiary under both the John A. Boll
Revocable Living Trust u/a/d January 16, 1987, as amended (the "Revocable
Trust"), and the John A. Boll Irrevocable Trust u/a/d September 9, 1990 (the
"Irrevocable Trust"). The Revocable Trust is a 50% member of The Marr Company
L.L.C., a Michigan limited liability company ("Marr"). The other member of
Marr is Marlene L. Boll, Trustee of the Marlene L. Boll Revocable Living
Trust u/a/d December 22, 1994 (the "Marlene Boll Trust"). Marlene Boll is the
Filing Person's wife and the sole beneficiary under the Marlene Boll Trust.
The Revocable Trust and Marr are the sole partners in Chateau
Estates, a Michigan co-partnership ("Chateau"). Prior to January 29, 1997
Chateau owned 3,134,184 limited partnership interests ("OP Units") in CP
Limited Partnership, a Maryland limited partnership ("CP"), and the
Irrevocable Trust owned 185,023 OP Units. Of such OP Units, 834,935 owned by
Chateau and all 185,023 owned by the Irrevocable Trust were exchangeable on a
one for one basis for shares of Common Stock, $.01 par value per share (the
"Common Stock"), in Chateau Properties, Inc., a Maryland corporation (the
"Company"). Due to certain restraints relating to the Company's election to
be taxed as a real estate investment trust ("REIT") under the Internal
Revenue Code of 1986, as amended, the remaining 2,299,249 OP Units owned by
Chateau were not exchangeable for shares of Common Stock prior to January 29,
1997. All of the OP Units held by Chateau and the Irrevocable Trust are
beneficially owned by the Filing Person. Prior to January 29, 1997, Chateau was
also the direct owner of 810 shares of the Common Stock and the Filing Person
in his individual capacity was the beneficial owner of 7,500 shares of Common
Stock by virtue of holding exercisable options to acquire such shares.
The Company is a party to an Amended and Restated Agreement and Plan
of Merger, dated as of September 17, 1996, as amended through the date hereof
(the "Merger Agreement"), among the Company, ROC Communities, Inc. ("ROC")
and R Acquisition Sub, Inc. ("R Sub"), pursuant to which, if the transactions
contemplated thereby are consummated, R Sub, a transitory subsidiary of the
Company, will be merged into ROC (the "Merger Transaction"), with ROC as the
survivor of such merger and with ROC stockholders receiving 13,109,941 shares
of the Company's Common Stock.
In connection with the consummation of the transactions contemplated
by the Merger Agreement, the Merger Transaction was approvad by the
stockholders of ROC at the ROC Stockholders' Meeting on January
28, 1997. As a result of such approval, and the satisfaction of certain other
conditions, Chateau, the Irrevocable Trust and certain other holders of OP
Units exchanged their OP Units for shares of Common Stock. As a result of such
exchanges, the number of exchangeable OP Units owned by Chateau increased to
1,096,367, all of which Chateau exchanged for shares of Common Stock. Also at
such time, the Irrevocable Trust exchanged 185,023 OP Units for shares of
Common Stock. Thereafter, upon the approval of the Merger Transaction by the
stockholders of the Company at the Company Stockholders' Meeting scheduled for
February 11, 1997, and contemporaneously with the consummation of the Merger
Transaction, the number of exchangeable OP Units owned by Chateau will increase
to 2,002,840, of which Chateau will exchange 1,373,976 OP Units for shares of
Common Stock. Also at such time, Chateau will purchase from the Company 442,569
shares of Common Stock for an average price per share equal to the greater of
the average price paid for shares of Common Stock purchased
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by the Company in a share repurchase program instituted by the Company in
connection with the Merger Transaction or the fair market value of the shares
as of the sale date determined in good faith by the Board of Directors of the
Company (which fair market value shall be the average closing price for a
share of Common Stock for the two (2) most recent trading days preceding the
date of consummation of the Merger Transaction). In addition, upon the
effectiveness of the Merger Transaction, certain options to acquire shares of
Common Stock owned by the Filing Person will vest and, as a result, the
Filing Person will be the beneficial owner of 20,632 shares of Common Stock
by virtue of holding exercisable options to acquire such shares.
In addition to the foregoing transactions, the Board of Directors of
the Company declared on January 2, 1997 a stock dividend and OP unit
distribution (the "Dividend") of 3.26% to shareholders and OP Unit holders of
record as of January 30, 1997 payable on February 21, 1997, contingent on the
effectiveness of the Merger Transaction. The right to receive the Dividend
was waived by the Filing Person and all other exchanging OP Unit holders with
respect to the OP Units exchanged and to be exchanged by such persons. The
shares and OP Units which would have been paid to such persons who waived
such dividend were re-allocated to the other shareholders. Because the Filing
Person did not exchange all of his OP Units, the Filing Person will still
receive a dividend equal to 20,977 OP Units and 26 shares payable to
Chateau.
Assuming the completion of the Merger Transaction in accordance with
the terms of the Merger Agreement, upon the completion of the Merger
Transaction and the payment of the Dividend, the Filing Person will
beneficially own 3,584,221 shares of Common Stock, of which 3,378,566
beneficially owned shares will be owned by Chateau (2,913,748 of which will
be shares of Common Stock and 464,818 of which will be OP Units exchangeable
on a one for one basis for shares of Common Stock), 185,023 beneficially
owned shares will be owned by the Irrevocable Trust and 20,632 beneficially
owned shares will be exercisable options for shares of Common Stock. Not
included in these amounts are 220,000 OP Units which will be owned by Chateau
and beneficially owned by the Filing Person but which will not be currently
exchangeable for shares of Common Stock. For the three year period
following the Merger, the Filing Person has agreed with Gary McDaniel, who
will become the chief executive officer of the Company, to vote his
Company shares in favor of the nominees for director selected by the Group
B Nominating Committee as described in the Joint Proxy Statement for the
Merger Transaction.
The Merger Agreement, the Merger Transaction and certain related
transactions and matters are fully described in that certain Joint Proxy
Statement of the Company and ROC filed with the Securities and Exchange
Commission on December 23, 1996 together with the supplement thereto dated
January 31, 1997 (the "Proxy Supplement"), which Joint Proxy Statement and
Proxy Supplement are incorporated herein by reference to such filings.
Item 1. Security and Issuer
The Class of equity securities to which this Statement relates is the
Common Stock (CUSIP No. 161739 10 7) of the Company, which has its principal
executive offices at 19500 Hall Road, Clinton Township, Michigan 48038.
Item 2. Identity and Background
(a) John A. Boll.
(b) Business Address - 19500 Hall Road, Clinton Township, Michigan 48038
(c) Chairman of the Board of Directors of Chateau Properties, Inc., a
company principally engaged in the rental of sites in and operation of
manufactured home communities.
(d) and (e) During the past five years, the Filing Person has not
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
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(f) The Filing Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The funds utilized by Chateau in its purchase of the 810 shares of
Common Stock directly owned by Chateau as of the date hereof represented
Chateau's working capital. No portion of such funds was borrowed funds. The
3,134,184 OP Units owned by Chateau and beneficially owned by the Filing
Person, which are exchangeable for the same number of shares of Common Stock,
were acquired by Chateau in November, 1993 in exchange for certain
manufactured home communities and other related assets. See Item 4 for
additional information regarding this formation transaction. The 185,023 OP
Units owned by the Irrevocable Trust and beneficially owned by the Filing
Person were acquired from Chateau on December 31, 1996 in connection with the
redemption by Chateau of the Irrevocable Trust's partnership interest in
Chateau. The funds to be utilized by the Filing Person to purchase the
442,569 shares of Common Stock to be purchased by the Filing Person upon the
consummation of the Merger Transaction will be funds borrowed from
Huntington National Bank and secured by a pledge of shares of Common
Stock.
Item 4. Purpose of Transaction
The OP Units described in Item 3 were issued to Chateau in exchange
for the contribution by Chateau of certain manufactured home communities and
other assets to CP prior to the initial public offering in November, 1993 of
5,700,000 shares of Common stock by the Company. The Company is the General
Partner of CP and owns a 40.8% interest in CP.
Other than the Merger Transaction and the transactions to be
completed in connection therewith (including without limitation the exchanges
of OP Units by Chateau and the Irrevocable Trust and the acquisition of
442,569 shares of Common Stock by Chateau), none of Chateau, the Filing
Person or the Trusts has any present plans or proposals: (a) to acquire or
dispose of any shares of Common Stock; (b) for an extraordinary corporate
transaction such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) for a sale or transfer of a material
amount of assets of the Company or of any of its subsidiaries; (d) for any
change in the present board of directors or management of the Company,
including any plans or proposals to change the number of term of directors or
to fill any existing vacancies on the board; (e) for any material change in
the present capitalization or dividend policy of the Company; (f) for any
other material change in the Company's business or corporate structure; (g)
for changes in the Company's charter or by-laws or other actions which amy
impede the acquisition of control of the Company by any person; (h) to cause
a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (i) to cause a class of equity securities of the Company to
become eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or (j) for any action similar to any of those enumerated above.
As described in the Joint Proxy Statement of the Company and ROC, in
connection with the transactions contemplated by the Merger Agreement, the
Filing Person has granted to ROC an irrevocable proxy to vote all of the
shares of Chateau Common Stock owned by the Filing Person, beneficially or of
record, and whether owned as of the date which such proxy was granted or
thereafter acquired by the Filing Person, in favor of the Merger Transaction
and the other transactions contemplated in connection therewith, which proxy
is expected to be used at the Special Meeting of Chateau's stockholders on
February 11, 1997, to approve the Merger Transaction and such related
transactions.
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Item 5. Interest in Securities of the Issuer
(a) and (b) Set forth in the table below are the number and
percentage of shares of Common Stock beneficially owned, as well as the
nature of ownership, for the Filing Person as of the date hereof and,
assuming the consummation of the Merger Transaction in accordance with the
terms of the Merger Agreement, on the date of the consummation of the Merger
Transaction:
<TABLE>
<CAPTION>
Number of shares Number of shares
of Common Stock of Common Stock
beneficially owned beneficially owned
with sole voting with shared voting
and dispositive and dispositive Percentage of shares
power power beneficially owned
------------------ ------------------ --------------------
<S> <C> <C> <C>
As of the date hereof 1,289,700(1) -0- 13.6%(2)
As of the date of
consummation of
Merger Transaction 3,584,221(3) -0- 14.1%(4)
<FN>
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(1) Of the 1,289,700 shares of Common Stock shown as beneficially owned by
the Filing Person on the date hereof, 1,097,177 are shares of Common Stock,
owned by Chateau, 185,023 are shares of Common Stock owned by the Irrevocable
Trust and 7,500 are shares represented by an exercisable option to acquire
such shares and 810 are shares of Common Stock owned by Chateau. Not included
are an additional 2,299,249 OP Units owned by Chateau and beneficially owned
by the Filing Person which are not exchangeable for shares of Common Stock on
the date hereof.
(2) This percentage is based on 9,487,684 shares of Common Stock
disclosed by the Company as outstanding on January 30, 1997, the record date
for voting at the Chateau special meeting, in the Proxy Supplement.
(3) Of the 3,584,221 shares of Common Stock shown as beneficially owned by
the Filing Person upon the completion of the Merger Transaction and the
payment of the Dividend, 3,378,566 shares will be owned by Chateau (2,913,748
of which will be shares of Common Stock and 464,818 of which will be OP Units
exchangeable on a one for one basis for shares of Common Stock), 185,023 will
be owned by the Irrevocable Trust and 20,632 shares will be represented by an
exercisable option to acquire such shares. Not included in these amounts are
220,000 OP Units which will be owned by Chateau and beneficially owned by the
Filing Person which will not be exchangeable for shares of Common Stock at
that time.
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(4) This percentage is based on the number of shares of Common Stock expected
to be outstanding upon the completion of the Merger Transaction, increased by
464,818 shares of Common Stock for which the OP Units owned by Chateau will
be exchangeable and by 20,632 shares which would be obtained upon exercise of
an option.
(c) Other than entering into an agreement pursuant to which the
Filing Person committed to the exchange of OP Units and the acquisition of
additional shares in the manner described above, no transactions have been
effected in shares of Common Stock in the past 60 days by the Filing Person.
(d) None.
(e) Not Applicable.
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
As of the date hereof, other than 185,023 OP Units owned by the
Irrevocable Trust and the above-described exercisable option to acquire 7,500
shares, all of the shares beneficially owned by the Filing Person are owned
directly by Chateau. Upon the effectiveness of the Merger, other than 185,023
shares of Common Stock to be owned by the Irrevocable Trust and the
above-described exercisable option to acquire 20,632 shares of Common Stock,
all of the shares beneficially owned by the Filing Person will be owned
directly by Chateau. Ownership of shares of Common Stock owned by Chateau is
attributed to the Filing Person by virtue of his interest as a beneficiary of
the Revocable Trust and his interest in Marr, which are the partners in
Chateau. Chateau, by virtue of its ownership of OP Units in CP, is a limited
partner in CP.
Other than as described above in connection with the Merger Agreement
and the Transactions contemplated thereby (including, without limitation, the
loan from Huntington National Bank to the Filing Person described in response
to Item 3 and the proxy granted to ROC described in response to Item 4),
the Filing Person is not a party to any contract, arrangement, understanding
or relationship (legal or otherwise) with respect to any securities of the
Company, including, but not limited to, transfer or voting of any of the
securities of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
The following are filed as exhibits:
1. Amended and Restated Agreement of Limited Partnership of CP
Limited Partnership(1);
2. Articles of Amendment and Restatement of Chateau Properties,
Inc.(1);
3. Partnership Agreement of Chateau Estates(2);
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<PAGE>
4. Power of Attorney of John A. Boll authorizing execution of
reports required to be filed under the Securities and Exchange
Act of 1934(3);
5. Joint Proxy Statement of the Company and ROC, dated December
24, 1996(4); and
6. Proxy Supplement of Chateau dated January 31, 1997(4).
7. Loan Agreement and related agreement between the Filing
Person and Huntington National Bank to be dated as of
February ,1997 (to be filed by amendment).
(1) Incorporated by reference to the Exhibits filed with the Company's
Registration Statement on Form S-11 filed with the Securities and Exchange
Commission on November 10, 1993 (Commission filed no. 33-69150).
(2) Incorporated by reference to the Exhibits filed with the Filing
Person's Schedule 13D filed with the SEC on October 11, 1994.
(3) Incorporated by reference to the Exhibit filed with an Amendment to a
Report on Form 3 by the Filing Person filed with the SEC on February 14,
1994.
(4) Filed with the SEC as part of a Registration Statement on Form S-4
(1933 Act No. 333-18807).
Signature
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After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
JOHN A. BOLL
Dated: February 7, 1997 By:/s/ Charles W. Royer
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Charles W. Royer, Attorney-in-Fact
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