As filed with the Securities and Exchange Commission on June 5, 1997.
Registration No. 33-[ ]
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
CHATEAU COMMUNITIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 38-3132038
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
6430 SOUTH QUEBEC STREET
ENGLEWOOD, COLORADO 80111
(303) 741-3707
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
----------------------
AMENDED AND RESTATED 1993 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
1997 EQUITY COMPENSATION PLAN
(FULL TITLE OF PLAN)
--------------------
GARY P. MCDANIEL
6430 SOUTH QUEBEC STREET
ENGLEWOOD, COLORADO 80111
(303) 741-3707
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------------
COPIES TO:
JAY L. BERNSTEIN, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
----------------------
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT
OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND
OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. <checked-box>
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE
PER SHARE (1) OFFERING PRICE
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 523,084(2) $21.185(3) $ 11,081,378 $3,358
Common Stock,
$.01 par value 950,000(4) $26.125(5) $ 24,818,750 $7,521
TOTAL 1,473,084 $10,879
</TABLE>
(FOOTNOTES ON NEXT PAGE)
<PAGE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee.
(2) Represents the number of shares of Common Stock that may be
purchased upon exercise of stock options outstanding, as of the date
hereof, under the registrant's 1993 Plan (as defined herein).
(3) Represents the weighted average exercise price of the outstanding
stock options being registered hereby.
(4) Represents the maximum number of unallocated shares of Common Stock
reserved for issuance upon exercise of stock options that may be
granted in the future or restricted shares of Common Stock that may
be issued under the registrant's 1997 Plan (as defined herein).
(5) Represents the average of the high and low sale prices of the Common
Stock reported on the New York Stock Exchange on June 2, 1997.
PAGE
<PAGE>
EXPLANATORY NOTE
This Registration Statement covers (i) 523,084 shares of common
stock, par value $.01 per share (the "Common Stock"), of Chateau
Communities, Inc., a Maryland corporation (the "Registrant"), that may
be issued upon the exercise of stock options previously granted under
the Amended and Restated 1993 Stock Option and Stock Appreciation Rights
Plan of Roc Communities, Inc. (the "1993 Plan"), assumed by the
Registrant pursuant to the Amended and Restated Agreement and Plan of
Merger, dated as of September 17, 1996, as amended by the Amendment
thereto, dated as of December 20, 1996 (collectively, the "Merger
Agreement"), by and among the Registrant, Roc Communities, Inc. ("ROC")
and a wholly-owned subsidiary of the Registrant, and (ii) 950,000 shares
of Common Stock reserved by the Registrant for issuance upon exercise of
stock options that may be granted in the future or restricted shares of
Common Stock that may be issued under the Registrant's 1997 Equity
Compensation Plan (the "1997 Plan," and together with the 1993 Plan, the
"Plans"). Pursuant to Rule 428 promulgated under the Securities Act of
1933, as amended (the "Securities Act"), the Registrant will deliver a
prospectus meeting the requirements of Part I of Form S-8, as amended,
to all participants in the Plans.
PAGE
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents of the Registrant which have been filed
with the Securities and Exchange Commission (the "Commission")
(Commission File No. 001-12496) are hereby incorporated by reference in
this Registration Statement.
(1) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996;
(2) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1997; and
(3) The Registrant's Registration Statement on Form 8-A, which
contains a description of the Common Stock, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of
1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement
of information contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed modified or superseded
for the purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Registrant's Charter limits the liability of the
Registrant's directors and officers to the Registrant and its
stockholders to the fullest extent permitted from time to time by
Maryland law. Maryland law presently permits the liability of directors
and officers to a corporation or its stockholders for money damages to
be limited, except to the extent that (i) it is proved that the director
or officer actually received an improper benefit or profit in money,
property or services for the amount of the benefit or profit in money,
property or services actually received, or (ii) a judgment or other
final adjudication is entered in a proceeding based on a finding that
the director's or officer's action, or failure to act, was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding. This provision does not limit the
ability of the Registrant or its stockholders to obtain other relief,
such as an injunction or rescission.
The Charter and By-Laws require (or permit, as the case may be)
the Registrant to indemnify its directors, officers and certain other
parties to the fullest extent permitted from time to time by Maryland
law. The Maryland General Corporation Law ("MGCL") permits a corporation
to indemnify its directors, officers and certain other parties against
judgments, penalties, fines,
<PAGE>
settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by
reason of their service to or at the request of the corporation, unless
it is established that (i) the act or omission of the indemnified party
was material to the matter giving rise to the proceeding and (x) was
committed in bad faith or (y) was the result of active and deliberate
dishonest, (ii) the indemnified party actually received an improper
personal benefit in money, property or services or (iii) in the case of
any criminal proceeding, the indemnified party had reasonable cause to
believe that the act or omission was unlawful. Indemnification may be
made against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by the director or officer in connection with
the proceeding; PROVIDED, HOWEVER, that if the proceeding is one by or
in the right of the corporation, indemnification may not be made with
respect to any proceeding in which the director or officer has been
adjudged to be liable to the corporation. In addition, a director or
officer may not be indemnified with respect to any proceeding charging
improper personal benefit to the director or officer in which the
director or officer was adjudged to be liable on the basis that personal
benefit was improperly received. The termination of any proceeding by
conviction, or upon a plea of nolo contendere or its equivalent, or an
entry of any order of probation prior to judgment, creates a rebuttable
presumption that the director or officer did not meet the requisite
standard of conduct required for indemnification to be permitted. It is
the position of the Securities and Exchange Commission that
indemnification of directors and officers for liabilities arising under
the Securities Act is against public policy and is unenforceable
pursuant to Section 14 of the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
There are filed with the Registration Statement the following
exhibits:
4.1 Articles of Amendment and Restatement of the
Registrant (1993) (incorporated by reference to
the Exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995, filed with the
Commission on August 10, 1995 (File No. 1-12496))
4.2 Articles of Amendment of the Registrant (1995)
4.3 Articles of Amendment of the Registrant (1997)
(incorporated by reference to the Exhibits filed
with the Registrant's Current Report on Form 8-K,
filed with the Commission on May 30, 1997 (File
No. 1-12496))
4.4 Amended and Restated By-Laws of the Registrant
(incorporated by reference to the Exhibits filed
with the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended March 31,
1997, filed with the Commission on May 15, 1997
(File No. 1-12496))
4.5 Specimen of Common Stock Certificate
(incorporated by reference to the Exhibits to the
Registrant's Registration Statement on Form S-11,
filed with the Commission on November 10, 1993
(File No. 33-69150))
5.2 Opinion of Piper & Marbury L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Piper & Marbury L.L.P. (contained in
its opinion filed as Exhibit 5.2)
24 Powers of Attorney (included on page II-4)
ITEM 9. UNDERTAKINGS.
------------
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
II-2
<PAGE>
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at the time shall be deemed to be the initial BONA
FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Englewood,
State of Colorado, on the 30th day of May, 1997.
CHATEAU PROPERTIES, INC.
By: /s/ Tamara D. Fischer
---------------------------------
Tamara D. Fischer
Chief Financial Officer
II-4
PAGE
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below, hereby constitutes
and appoints Gary P. McDaniel, C.G. Kellogg and Tamara D. Fischer,
or any of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name,
place and sead, in any and all capacities, to sign this Registration
Statement and any or all amendments, including pre-effective and
post-effective amendments, thereto, and to file the same, with exhibits
thereto and any and all other documents filed as part of or in
connection herewith, with the Securities and Exchange Commission,
granting unto each of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection with such matters, as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each of such attorneys-in-fact and agents or
their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ John A. Boll Chairman of the Board of Directors May 30, 1997
- -----------------------
John A. Boll
/s/ Gary P. McDaniel Director and Chief Executive Officer May 30, 1997
- -----------------------
Gary P. McDaniel (Principal Executive Officer)
/s/ C.G. Kellogg Director and President May 30, 1997
- -----------------------
C.G. Kellogg
/s/ Tamara D. Fischer Chief Financial Officer (Principal May 30, 1997
- -----------------------
Tamara D. Fischer Financial Accounting Officer)
/s/ Edward R. Allen Director May 30, 1997
- -----------------------
Edward R. Allen
/s/ Gebran S. Anton, Jr. Director May 30, 1997
- -----------------------
Gebran S. Anton, Jr.
/s/ James L. Clayton Director May 30, 1997
- -----------------------
James L. Clayton
/s/ Steven G. Davis Director May 30, 1997
- -----------------------
Steven G. Davis
/s/ James M. Hankins Director May 30, 1997
- -----------------------
James M. Hankins
/s/ James M. Lane Director May 30, 1997
- -----------------------
James M. Lane
/s/ Donald E. Miller Director May 30, 1997
- -----------------------
Donald E. Miller
s/ Rhonda G. Hogan Director May 30, 1997
- -----------------------
Rhonda G. Hogan
</TABLE>
II-5
PAGE
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
<S> <C> <C>
4.1 Articles of Amendment and Restatement of the
Registrant (1993) (incorporated by reference
to the Exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1995, filed
with the Commission on August 10, 1995 (File
No. 1-12496))
4.2 Articles of Amendment of the Registrant (1995)
4.3 Articles of Amendment of the Registrant (1997)
(incorporated by reference to the Exhibits filed
with the Registrant's Current Report on Form 8-K,
filed with the Commission on May 30, 1997 (File
No. 1-12496))
4.4 Amended and Restated By-Laws of the Registrant
(incorporated by reference to the Exhibits filed
with the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1997,
filed with the Commission on May 15, 1997 (File No.
1-12496))
4.3 Specimen of Common Stock Certificate (incorporated
by reference to the Exhibits to the Registrant's
Registration Statement on Form S-11, filed with the
Commission on November 10, 1993 (File No. 33-69150))
5.2 Opinion of Piper & Marbury L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Piper & Marbury L.L.P. (contained in its
opinion filed as Exhibit 5.2)
24 Powers of Attorney (included on page II-4)
</TABLE>
II-6
PAGE
<PAGE>
EXHIBIT 4.2
ARTICLES OF AMENDMENT
CHATEAU PROPERTIES, INC.
FIRST: Chateau Properties, Inc., a Maryland corporation (the
"Corporation") hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
SECOND: The charter of the Corporation is hereby amended as follows:
Article VI is hereby deleted in its entirety and the following Article
VI is inserted in its place.
ARTICLE VI
RESTRICTION ON TRANSFER,
ACQUISITION AND REDEMPTION OF SHARES
------------------------------------
Section 1. DEFINITIONS. For the purposes of this Article VI, the
following terms shall have the following meanings:
"BENEFICIAL OWNERSHIP" shall mean ownership of Common Stock or
Preferred Stock by a Person who would be treated as an owner of such Equity
Stock under Section 542(a)(2) of the Code, either directly or
constructively through the application of Section 544 of the Code, as
modified by Section 856(h)(1)(B) of the Code. The terms "BENEFICIAL
OWNER," "BENEFICIALLY OWNS," "BENEFICIALLY OWN" and "BENEFICIALLY OWNED"
shall have the correlative meanings.
"BENEFICIARY" shall mean the beneficiary or beneficiaries of the
Trust, as determined pursuant to Section 15 of this Article VI.
"EQUITY STOCK" shall mean stock that is either Common Stock or
Preferred Stock.
"EXISTING HOLDER" shall mean (i) any Person who through the
ownership of OP Units is the Beneficial Owner of Common Stock in excess of
the Ownership Limit applicable to Common Stock both upon and immediately
after the closing of the Initial Public Offering, so long as, but only so
long as, such Person Beneficially Owns Common Stock in excess of the
Ownership Limit applicable to Common Stock and (ii) any person to whom an
Existing Holder Transfers, subject to the limitations provided in this
Article VI, Beneficial Ownership of Common Stock causing such transferee to
Beneficially Own Common Stock in excess of the Ownership Limit applicable
to Common Stock, provided, however, that no Person shall become an Existing
Holder pursuant to this clause (ii) so long as the Existing Holder who
Transfers Beneficial Ownership of Common Stock owns, directly or
beneficially, any OP Units which are not convertible into shares of Common
Stock immediately prior to such Transfer.
<PAGE>
"EXISTING HOLDER LIMIT" (i) for any Existing Holder who is an
Existing Holder by virtue of clause (i) of the definition thereof, shall
mean, initially, the percentage of the outstanding Common Stock
Beneficially Owned by such Existing Holder upon and immediately after the
date of the closing of the Initial Public Offering, and, after any
adjustment pursuant to Section 9 of this Article VI, shall mean such
percentage of the outstanding Common Stock as so adjusted; and (ii) for any
Existing Holder who becomes an Existing Holder by virtue of a Transfer
described in clause (ii) of the definition thereof, shall mean, initially,
the percentage of the outstanding Common Stock Beneficially Owned by such
Existing Holder at the time that such Existing Holder becomes an Existing
Holder, but in no event shall such percentage be greater than the Existing
Holder Limit, immediately prior to such Transfer, for the Existing Holder
who Transfers Beneficial Ownership of the Common Stock (but after reducing
such Existing Holder Limit by the additional percentage of Common Stock
Beneficially Owned by any other Person as a result of such Transfer) or, in
the case of more than one transferor, in no event shall such percentage be
greater than the smallest Existing Holder Limit of any transferring
Existing Holder, and, after any adjustment pursuant to Section 9 of this
Article VI, shall mean such percentage of the outstanding Common Stock as
so adjusted. From the date of the Initial Public Offering and prior to the
Restriction Termination Date, the Secretary of the Corporation shall
maintain and, upon request, make available to each Existing Holder, a
schedule which sets forth the then current Existing Holder Limits for each
Existing Holder.
"INITIAL PUBLIC OFFERING" means the sale of shares of Common
Stock pursuant to the Corporation's first effective registration statement
for such Common Stock filed under the Securities Act of 1933, as amended.
"MARKET PRICE" shall mean the last reported sales price reported
on the New York Stock Exchange of Common Stock or Preferred Stock, as the
case may be, on the trading day immediately preceding the relevant date, or
if not then traded on the New York Stock Exchange, the last reported sales
price of the Common Stock or Preferred Stock, as the case may be, on the
trading day immediately preceding the relevant date as reported on any
exchange or quotation system over which the Common Stock or Preferred
Stock, as the case may be, may be traded, or if not then traded over an
exchange or quotation system, then the market price of the Common Stock or
Preferred Stock, as the case may be, on the relevant date as determined in
good faith by the Board of Directors of the Corporation.
"OP UNITS" shall mean units of limited partnership of CP Limited
Partnership, a Maryland limited partnership.
"OWNERSHIP LIMIT" shall initially mean, in the case of Common
Stock, seven (7.0%) percent in number of shares or value, of the
outstanding Common Stock or in the case of Preferred Stock, seven (7.0%)
percent (or such greater percentage as may be determined by the Board of
Directors) in number of shares or value of the outstanding Preferred Stock,
and after any adjustment as set forth in Section 10 of this Article VI,
shall mean such greater percentage of the outstanding Common Stock or
Preferred Stock as so adjusted. The number and value of shares of the
outstanding Common Stock or Preferred Stock of the Corporation shall be
determined by the Board of Directors in good faith, which determination
shall be conclusive for all purposes hereof.
2
<PAGE>
"PERSON" shall mean an individual, corporation, partnership,
estate, trust (including a trust qualified under Section 401(a) which is
described in Section 856(h)(3)(A)(ii) or 501(c)(17) of the Code), a portion
of a trust permanently set aside for or to be used exclusively for the
purposes described in Section 642(c) of the Code, association, private
foundation within the meaning of Section 509(a) of the Code, joint stock
company or other entity; but does not include an underwriter which
participated in a public offering of the Common Stock and/or Preferred
Stock for a period of 25 days following the purchase by such underwriter of
the Common Stock and/or Preferred Stock.
"PURPORTED BENEFICIAL TRANSFEREE" shall mean, with respect to any
purported Transfer which results in Excess Stock (as defined below in
Section 3 of this Article VI), the purported beneficial transferee for whom
the Purported Record Transferee would have acquired shares of Equity Stock,
if such Transfer had been valid under Section 2 of this Article VI.
"PURPORTED RECORD TRANSFEREE" shall mean, with respect to any
purported Transfer which results in Excess Stock, the record holder of the
Equity Stock if such Transfer had been valid under Section 2 of this
Article VI.
"RESTRICTION TERMINATION DATE" shall mean the first day after the
date of the Initial Public Offering on which the Board of Directors of the
Corporation determined that it is no longer in the best interests of the
Corporation to attempt to, or continue to, qualify as a REIT.
"TRANSFER" shall mean any sale, transfer, gift, assignment,
devise or other disposition of Equity Stock (including (i) the granting of
any option or entering into any agreement for the sale, transfer or other
disposition of Equity Stock or (ii) the sale, transfer, assignment or other
disposition of any securities or rights convertible into or exchangeable
for Equity Stock, but excluding the exchange of OP Units for Equity Stock),
whether voluntary or involuntary, whether of record or beneficially and
whether by operation of law or otherwise. The terms "Transfers" and
"Transferred" shall have the correlative meanings.
"TRUST" shall mean the trust created pursuant to Section 15 of
this Article VI.
"TRUSTEE" shall mean the Person or Persons serving as Trustee or
Co-Trustees of the Trust pursuant to Section 15 of this Article VI.
Section 2. OWNERSHIP LIMITATION. Subject to the provisions of Section
21 of this Article VI:
(i) Except as provided in Section 12 of this Article VI, from
the date of the Initial Public Offering and prior to the Restriction
Termination Date, no Person (other than an Existing Holder with respect to
Common Stock) shall Beneficially Own shares of Common Stock or Preferred
Stock in excess of the applicable Ownership Limit and no Existing Holder
shall Beneficially Own shares of Common Stock in excess of the Existing
Holder Limit for such Existing Holder.
3
<PAGE>
(ii) Except as provided in Sections 9 and 12 of this Article VI,
from the date of the Initial Public Offering and prior to the Restriction
Termination Date, any Transfer that, if effective, would result in any
Person (other than an Existing Holder with respect to Common Stock)
Beneficially Owning Common Stock or Preferred Stock in excess of the
applicable Ownership Limit shall be void AB INITIO as to the Transfer of
such shares of Common Stock or Preferred Stock which would be otherwise
Beneficially Owned by such Person in excess of the applicable Ownership
Limit; and the intended transferee shall acquire no rights in such shares
of Common Stock or Preferred Stock.
(iii) Except as provided in Sections 9 and 12 of this Article VI,
from the date of the Initial Public Offering and prior to the Restriction
Termination Date, any Transfer that, if effective, would result in any
Existing Holder Beneficially Owning Common Stock in excess of the Existing
Holder Limit for such Existing Holder shall be void AB INITIO as to the
Transfer of such shares of Common Stock which would be otherwise
Beneficially Owned by such Existing Holder in excess of the Existing Holder
Limit for such Existing Holder; and such Existing Holder shall acquire no
rights in such shares of Common Stock.
(iv) Except as provided in Section 12 of this Article VI, from
the date of the Initial Public Offering and prior to the Restriction
Termination Date, any Transfer that, if effective, would result in the
Common Stock and/or Preferred Stock being Beneficially Owned by less than
100 Persons (determined without reference to any rules of attribution)
shall be void AB INITIO as to the Transfer of such shares of Common Stock
and/or Preferred Stock which would be otherwise Beneficially Owned by the
transferee; and the intended transferee shall acquire no rights in such
shares of Common Stock and/or Preferred Stock.
(v) From the date of the Initial Public Offering and prior to
the Restriction Termination Date, any Transfer that, if effective, would
result in the Corporation being "closely held" within the meaning of
Section 856(h) of the Code shall be void AB INITIO as to the Transfer of
the shares of Common Stock and/or Preferred Stock which would cause the
Corporation to be "closely held" within the meaning of Section 856(h) of
the Code; and the intended transferee shall acquire no rights in such
shares of Common Stock and/or Preferred Stock.
Section 3. EXCESS STOCK. (i) If, notwithstanding the other provisions
contained in this Article VI, at any time after the date of the Initial
Public Offering and prior to the Restriction Termination Date, there is a
purported Transfer or other change in the capital structure of the
Corporation (except for a change resulting from the exchange of OP Units
for Equity Stock) such that any Person would Beneficially Own Common Stock
or Preferred Stock in excess of the applicable Ownership Limit or Existing
Holder Limit, then, except as otherwise provided in Sections 9 and 12, such
shares of Common Stock or Preferred Stock in excess of such Ownership Limit
or Existing Holder Limit (rounded up to the nearest whole share) shall
constitute "Excess Stock" and be treated as provided in this Article VI,
but such treatment shall not affect any transaction effected on the New
York Stock Exchange, as provided by Section 21 of this Article VI. Such
designation and treatment shall be effective as of the close of business on
the business day prior to the date of the purported Transfer or change in
capital structure (except for a change resulting from the exchange of OP
Units for Equity Stock).
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(ii) If, notwithstanding the other provisions contained in this
Article VI, at any time after the date of the Initial Public Offering and
prior to the Restriction Termination Date, there is a purported Transfer or
other change in the capital structure of the Corporation (except for a
change resulting from the exchange of OP Units for Equity Stock) which, if
effective, would cause the corporation to become "closely held" within the
meaning of Section 856(h) of the Code, then the shares of Common Stock or
Preferred Stock being Transferred which would cause the Corporation to be
"closely held" within the meaning of Section 856(h) of the Code (rounded up
to the nearest whole share) shall constitute Excess Stock and be treated as
provided in this Article VI. Such designation and treatment shall be
effective as of the close of business on the business day prior to the date
of the purported Transfer or change in capital structure (except for a
change resulting from the exchange of OP Units for Equity Stock).
Section 4. PREVENTION OF TRANSFER. If the Board of Directors or its
designee shall at any time determine in good faith that a Transfer has
taken place in violation of Section 2 of this Article VI or that a Person
intends to acquire or has attempted to acquire beneficial ownership
(determined without reference to any rules of attribution) or Beneficial
Ownership of any shares of stock of the Corporation in violation of Section
2 of this Article VI, the Board of Directors or its designee shall, subject
to the provisions of Section 21 of this Article VI, take such action as it
deems advisable to refuse to give effect to or to prevent such Transfer,
including, but not limited to, refusing to give effect to such Transfer on
the books of the Corporation or instituting proceedings to enjoin such
Transfer; provided, however, that any Transfers or attempted Transfers in
violation of subparagraphs (ii), (iii) and (v) of Section 2 of this Article
VI shall automatically result in the designation and treatment described in
Section 3, irrespective of any action (or non-action) by the Board of
Directors.
Section 5. NOTICE TO CORPORATION. Any Person who acquires or attempts
to acquire shares in violation of Section 2 of this Article VI, or any
Person who is a transferee such that Excess Stock results under Section 3
of this Article VI, shall immediately give written notice or, in the event
of a proposed or attempted Transfer, give at least 15 days' prior written
notice to the Corporation of such event and shall provide to the
Corporation such other information as the Corporation may request in order
to determine the effect, if any, of such Transfer or attempted Transfer on
the Corporation's status as a REIT.
Section 6. INFORMATION FOR CORPORATION. From the date of the Initial
Public Offering and prior to the Restriction Termination Date:
(i) Every Beneficial Owner of more than five (5.0%) percent (or
such other percentage, between 1/2 of 1% and 5%, as provided in the income
tax regulations promulgated under the Code) of the number or value of
outstanding shares of Common Stock or Preferred Stock of the Corporation
shall, within 30 days after January 1 of each year, give written notice to
the Corporation stating the name and address of such Beneficial Owner, the
number of shares Beneficially Owned and a description of how such shares
are held. Each such Beneficial Owner shall provide to the Corporation such
additional information as the Corporation may reasonably request in order
to determine the effect, if any, of such Beneficial Ownership on the
Corporation's status as a REIT.
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(ii) Each Person who is a Beneficial Owner of Common Stock or
Preferred Stock and each Person (including the stockholder of record) who
is holding Common Stock or Preferred Stock for a Beneficial Owner shall
provide to the Corporation such information that the Corporation may
reasonably request in order to determine the Corporation's status as a
REIT, to comply with the requirements of any taxing authority or
governmental agency or to determine any such compliance.
Section 7. OTHER ACTION BY BOARD. Nothing contained in this Article
VI shall, subject to the provisions of Section 21 of this Article VI, limit
the authority of the Board of Directors to take such other action as it
deems necessary or advisable to protect the Corporation and the interests
of its stockholders by preservation of the Corporation's status as a REIT.
Section 8. AMBIGUITIES. In the case of an ambiguity in the
application of any of the provisions of this Article VI, including any
definition contained in Section 1, the Board of Directors shall have the
power, subject to the provisions of Section 21 of this Article VI, to
conclusively determine the application of the provisions of this Article VI
with respect to any situation based on the facts known to it.
Section 9. MODIFICATION OF EXISTING HOLDER LIMITS. The Existing
Holder Limits may, subject to the provisions of Section 21 of this Article
VI, be modified as follows:
(i) Subject to the limitations provided in Section 11 of this
Article VI, the Board of Directors of the Corporation may grant stock
options which result in Beneficial Ownership of Common Stock by an Existing
Holder pursuant to a stock option plan approved by the Board of Directors
and/or the stockholders of the Corporation. Any such grant shall increase
the Existing Holder Limit for the affected Existing Holder to the maximum
extent possible under Section 11 to permit the Beneficial Ownership of the
shares of Common Stock issuable upon the exercise of such stock option.
(ii) The Existing Holder Limit for any Existing Holder shall be
reduced after any Transfer permitted in this Article VI by such Existing
Holder by the percentage of the outstanding Common Stock the Beneficial
Ownership of which is so Transferred or after the lapse (without exercise)
of a stock option described in Section 9(i) of this Article VI by the
percentage of the Common Stock that the stock option, if exercised, would
have represented, but in either case no Existing Holder Limit shall be
reduced to a percentage which is less than the Ownership Limit, and
provided that the Existing Holder Limit for any Existing Holder shall not
be reduced under this Section 9 as a result of a Transfer to the extent
that any OP Units owned by such Existing Holder, directly or beneficially,
which are not convertible into shares of Common Stock immediately prior to
such Transfer become convertible into Common Stock as a result of such
Transfer.
Section 10. INCREASE IN OWNERSHIP LIMIT. Subject to the limitations
provided in Sections 11 and 21 of this Article VI, the Board of Directors
may from time to time increase the Ownership Limit.
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Section 11. LIMITATIONS ON CHANGES IN EXISTING HOLDER AND OWNERSHIP
LIMITS.
(i) Neither the Ownership Limit nor any Existing Holder Limit
may be increased (nor may any additional Existing Holder Limit be created)
if, after giving effect to such increase (or creation), five Beneficial
Owners of Common Stock and/or Preferred Stock (including all of the then
Existing Holders) could Beneficially Own, in the aggregate, more than
forty-nine (49.0%) percent in number or value of the outstanding shares of
Common Stock or Preferred Stock.
(ii) Prior to the modification of any Existing Holder Limit or
Ownership Limit pursuant to Sections 9 or 10 of this Article VI, the Board
of Directors of the Corporation may require such opinions of counsel,
affidavits, undertakings or agreements as it may deem necessary or
advisable in order to determine or ensure the Corporation's status as a
REIT.
(iii) No Existing Holder Limit shall be reduced to a percentage
which is less than the applicable Ownership Limit.
(iv) The applicable Ownership Limit cannot be increased to a
percentage in excess of nine and eight tenths (9.8%) percent.
Section 12. EXEMPTIONS BY BOARD. The Board of Directors, upon receipt
of a ruling from the Internal Revenue Service satisfactory to the Board of
Directors and upon at least 15 days' written notice from a Transferee prior
to the proposed Transfer which, if consummated, would result in the
intended Transferee owning shares in excess of the applicable Ownership
Limit or Existing Holder Limit, as the case may be, and upon such other
conditions as the Board of Directors may direct, may, subject to the
provisions contained in Section 21 of this Article VI, exempt a Person from
the Ownership Limit or the Existing Holder Limit, as the case may be.
Section 13. LEGEND. Each certificate for shares of Common Stock and
for shares of Preferred Stock shall bear substantially the following
legend:
The securities represented by this certificate are
subject to restrictions on Transfer for the purpose of
the Corporation's maintenance of its status as a real
estate investment trust under the Internal Revenue Code
of 1986, as amended. Except as otherwise provided
pursuant to the charter of the Corporation, no Person
may Beneficially Own shares of Common Stock and/or
Preferred Stock in excess of seven (7.0%) percent (or
such greater percentage as may be determined by the
Board of Directors of the Corporation) of the number or
value of the outstanding shares of any class of Equity
Stock of the Corporation (unless such Person is an
Existing Holder). Any Person who attempts or proposes
to Beneficially Own shares of Common Stock and/or
Preferred Stock in excess of the above limitations must
notify the Corporation in writing at least 15 days
prior to such proposed or attempted Transfer. All
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capitalized terms in this legend have the meanings
defined in the charter of the Corporation, a copy of
which, including the restrictions on Transfer, will be
sent without charge to each stockholder who so
requests. If a person attempts to acquire Equity Stock
in violation of the restrictions on Transfer, the
Transfer will be void and the intended transferee will
acquire no rights in the stock.
Section 14. SEVERABILITY. If any provision of this Article VI or any
application of any such provision is determined to be void, invalid or
unenforceable by any court having jurisdiction over the issue, the validity
and enforceability of the remaining provisions shall not be affected and
other applications of such provision shall be affected only to the extent
necessary to comply with the determination of such court.
Section 15. TRUST FOR EXCESS STOCK. Upon any purported Transfer that
results in Excess Stock pursuant to Section 3 of this Article VI, such
Excess Stock shall be deemed to have been Transferred to such person or
persons (who are unaffiliated with the Corporation and the Purported
Beneficial Transferee), as designated from time to time by the Corporation,
who shall serve as Trustee or Co-Trustees, as the case may be, of a Trust
for the exclusive benefit of one or more organizations described in
Sections 170(b)(1)(A) and 170(c) of the Code, as Beneficiary of such Trust.
Such beneficiary or beneficiaries, and their respective interests in the
Trust, may be designated from time to time by the Corporation. The initial
Beneficiary of the Trust shall be the United Foundation. Shares of Excess
Stock so held in trust shall be issued and outstanding stock of the
Corporation. The Purported Record Transferee shall have no rights in such
Excess Stock and the Purported Beneficial Transferee shall have no rights
in such Excess Stock except as provided in Section 19 of this Article VI.
Section 16. DIVIDENDS WITH RESPECT TO EXCESS STOCK. Any dividend or
distribution paid with respect to Excess Stock shall be paid to the
Trustee. Any dividend or distribution paid with respect to Excess Stock
prior to the discovery by the Corporation that shares of Common Stock
and/or Preferred Stock have been Transferred so as to be deemed Excess
Stock shall be repaid to the Corporation by the Purported Beneficial
Transferee. Any dividend or distribution declared but unpaid as of the
Corporation's discovery that shares of Common Stock and/or Preferred Stock
have been Transferred so as to be deemed Excess Stock shall be rescinded as
void AB INITIO with respect to the Purported Beneficial Transferee and the
Purported Record Transferee. Any dividends so disgorged or rescinded shall
be paid to the Trustee. The Trustee shall distribute to the Beneficiary of
the Trust any such dividends or distributions received with respect to
Excess Stock.
Section 17. LIQUIDATION DISTRIBUTIONS FOR EXCESS STOCK. Subject to
the preferential rights of the Preferred Stock, if any, as may be
determined by the Board of Directors of the Corporation, in the event of
any voluntary or involuntary liquidation, dissolution or winding up of, or
any other distribution of all or substantially all of the assets of the
Corporation, each holder of shares of Excess Stock shall be entitled to
receive, in the case of Excess Stock constituting Preferred Stock, ratably
with each other holder of Preferred Stock and Excess Stock constituting
Preferred Stock and, in the case of Excess Stock constituting Common Stock,
ratably, with each other holder of Common Stock and Excess Stock
8
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constituting Common Stock, that portion of the assets of the Corporation
available for distribution to its stockholders as the number of shares of
the Excess Stock held by such holder bears to the total number of shares of
(i) Preferred Stock and Excess Stock then outstanding in the case of Excess
Stock constituting Preferred Stock and (ii) Common Stock and Excess Stock
then outstanding in the case of Excess Stock constituting Common Stock.
The Trustee, as holder of the Excess Stock in trust, shall distribute, any
such assets received in respect of the Excess Stock in any liquidation,
dissolution or winding up of, or any distribution of the assets of the
Corporation to the Purported Beneficial Transferee and the Beneficiary.
The Purported Beneficial Transferee shall receive the lesser of (i) the
price per share which such Purported Beneficial Transferee paid for the
Common Stock or Preferred Stock, as the case may be, in the purported
Transfer that resulted in the Excess Stock or, if the Purported Beneficial
Transferee did not give value for such Excess Stock (through a gift, devise
or other transaction), a price per share equal to the Market Price for the
shares of the Excess Stock on the date of the purported Transfer that
resulted in the Excess Stock, and (ii) the amount per share received by the
Trustee in respect of the Excess Stock in such liquidation, dissolution or
winding up of, or other distribution of the assets of the Corporation. Any
proceeds in excess of the amount payable to the Purported Beneficial
Transferee shall be payable to the Beneficiary.
Section 18. VOTING RIGHTS FOR EXCESS STOCK. A Purported Beneficial
Transferee of Excess Stock shall be deemed to have given the Trustee an
irrevocable proxy to vote the shares of Excess Stock. Any vote made by a
Purported Beneficial Transferee with respect to Excess Stock prior to the
discovery by the Corporation that shares of Common Stock and/or Preferred
Stock have been Transferred so as to be deemed Excess Stock shall be
rescinded as void AB INITIO.
Section 19. TRANSFERABILITY OF EXCESS STOCK. The Trustee may Transfer
shares of Excess Stock held by the Trust, if the shares of Excess Stock
held in the Trust would not be Excess Stock in the hands of the transferee.
If such a Transfer is made, the proceeds of the sale shall be payable to
the Purported Beneficial Transferee and the Beneficiary. The Purported
Beneficial Transferee shall receive the lesser of (i) the price per share
which such Purported Beneficial Transferee paid for the Common Stock or
Preferred Stock, as the case may be, in the purported Transfer that
resulted in the Excess Stock, or, if the Purported Beneficial Transferee
did not give value for such Excess Stock (through a gift, devise or other
transaction), a price per share equal to the Market Price for the shares of
the Excess Stock on the date of the purported Transfer that resulted in the
Excess Stock, and (ii) the price per share received by the Trustee from the
sale or other disposition of the shares of Excess Stock held by the Trust.
Any proceeds in excess of the amount payable to the Purported Beneficial
Transferee shall be payable to the Beneficiary. Prior to any Transfer of
any of the shares of Excess Stock held by the Trust, the Trustee of the
Trust must give advance notice to the Corporation of the intended Transfer
and the Corporation must have waived in writing its purchase rights under
Section 20 of this Article VI.
If any of the foregoing restrictions on Transfer of Excess Stock
are determined to be void, invalid or unenforceable by any court of
competent jurisdiction, then the Purported Record Transferee may be deemed,
at the option of the Company, to have acted as an agent of the Company in
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acquiring such Excess Stock and to hold such Excess Stock on behalf of the
Company.
Section 20. CALL BY CORPORATION ON EXCESS STOCK. Shares of Excess
Stock shall be deemed to have been offered for sale to the Corporation, or
its designee, at a price per share equal to the lesser of (i) the price per
share in the transaction that created such Excess Stock (or, in the case of
a devise or gift, the Market Price at the time of such devise or gift) and
(ii) the Market Price of the Common Stock or Preferred Stock to which such
Excess Stock relates on the date the Corporation, or its designee, accepts
such offer. The Corporation shall have the right to accept such offer for
a period of ninety days after the later of (i) the date of the Transfer
which resulted in such Excess Stock and (ii) the date the Board of
Directors determines in good faith that a Transfer resulting in Excess
Stock has occurred, if the Corporation does not receive a notice of such
Transfer pursuant to Section 5 of this Article VI but in no event later
than a permitted Transfer pursuant to and in compliance with the terms of
Section 19 of this Article VI.
Section 21. TRANSACTIONS EFFECTED ON THE NEW YORK STOCK EXCHANGE.
Notwithstanding the provisions of this Article VI, none of the restrictions
contained in this Article VI shall have the effect of permitting any person
to break or cancel any transaction in any shares of any class of the
Corporation's capital stock effected by or through the facilities of the
New York Stock Exchange.
THIRD: This amendment to the Charter of the Corporation has been
advised and approved by the Board of Directors and approved by the
stockholders of the Corporation as required by law.
FOURTH: The undersigned President acknowledges these Articles of
Amendment to be the corporate act of the Corporation and as to all matters
or facts required to be verified under oath, the undersigned President
acknowledges that to the best of his knowledge, information and belief,
these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.
On this 12TH day of July, 1995, we the undersigned President and
Secretary of the Corporation, swear under penalties of perjury that the
foregoing is a corporate act.
/s/ Pamela Davis /s/ C.G. Kellogg
- ------------------------- -------------------------
Pamela Davis, Secretary C.G. Kellogg, President
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EXHIBIT 5.2
-----------
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3018 WASHINGTON
410-539-2530 NEW YORK
FAX: 410-539-0489 PHILADELPHIA
EASTON
June 5, 1997
Chateau Communities, Inc.
6430 South Quebec Street
Englewood, Colorado 80111
Ladies and Gentlemen:
We have acted as special Maryland counsel to Chateau Communities,
Inc., a Maryland corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
1,473,084 shares of Common Stock, par value $0.01 per share, of the Company
(the "Shares") pursuant to a Registration Statement of the Company on Form
S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission"). The Registration Statement covers: (i)
523,084 Shares that may be issued upon the exercise of stock options
previously granted under the Amended and Restated 1993 Stock Option and
Stock Appreciation Rights Plan of ROC Communities, Inc. (the "1993 Plan")
assumed by the Company pursuant to the Amended and Restated Agreement and
Plan of Merger, dated as of September 17, 1996, as amended by the Amendment
thereto, dated as of December 20, 1996, by and among the Company, ROC
Communities, Inc. and a wholly-owned subsidiary of the Company, and (ii)
950,000 Shares that may be issued upon exercise of stock options to be
granted or restricted shares of Common Stock of the Company (the
"Restricted Stock") to be awarded under the Company's 1997 Equity
Compensation Plan (the "1997 Plan," and together with the 1993 Plan, the
"Plans").
In this capacity, we have examined the Registration Statement,
the Charter and By-Laws of the Company, the 1993 Plan, the 1997 Plan, the
proceedings of the Board of Directors of the Company relating to the
reservation and issuance of the Shares to be issued pursuant to the 1993
Plan, a Certificate of the Secretary of the Company (the "Certificate"),
and such other statutes, certificates, instruments and documents relating
to the Company and matters of law as we have deemed necessary to the
issuance of this opinion. In such examination, we have assumed, without
PAGE
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independent investigation, the genuineness of all signatures, the legal
capacity of all individuals who have executed any of the aforesaid
documents, the authenticity of all documents submitted to us as originals,
the conformity with originals of all documents submitted to us as copies
(and the authenticity of the originals of such copies), and all public
records reviewed are accurate and complete. As to factual matters, we have
relied on the Certificate and have not independently verified the matters
stated therein. We assume that the Company will have at the time of
exercise of each option granted under the Plans or at the time shares of
Restricted Stock are issued under the 1997 Plan at least that number of
authorized but unissued shares of Common Stock of the Company equal to the
number of shares issued as Restricted Stock or issued pursuant to the
exercise of each option.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion and so advise you
that (i) the Shares to be issued by the Company pursuant to the exercise of
options granted under the 1993 Plan have been duly and validly authorized
and when issued and delivered as contemplated in the Registration Statement
and in accordance with the 1993 Plan, will be validly issued, fully paid
and non-assessable, and (ii) upon due authorization by proper action of the
Board of Directors of the Company in accordance with the Company's Charter
and By-Laws and with the applicable Maryland law (a "Board Action") of an
issuance of Shares pursuant to the exercise of options granted, or the
award of shares of Restricted Stock, under the 1997 Plan, and upon issuance
and delivery of certificates for such Shares against payment therefor in
accordance with the terms and provisions of such Board Action and with
applicable Maryland law, the Shares will be duly authorized, validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving our consent, we do not thereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ PIPER & MARBURY L.L.P.
2
NB162992.1
EXHIBIT 23.1
COOPERS COOPERS & LYBRAND L.L.P.
& LYBRAND
a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Chateau Communities, Inc. on Form S-8 of our report dated February 12, 1997, on
our audits of the consolidated financial statements and financial statement
schedule of Chateau Properties, Inc. as of December 31, 1996 and 1995, and for
each of the three years ended December 31, 1996, 1995 and 1994, which report is
incorporated by reference in the 1996 Annual Report on Form 10-K of Chateau
Properties, Inc.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Detroit, Michigan
June 4, 1997
