As filed with the Securities and Exchange Commission on September 24, 1997
Registration No. ___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
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 of (IRS Employer
incorporation or organization) Identification No.)
6430 SOUTH QUEBEC STREET
ENGLEWOOD, COLORADO 80111
(303) 741-3707
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------------
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
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of the Registration Statement as determined by
market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. <square>
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>
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. <checked-box> 333-28703
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. <square> ________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. <square>
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Class of Securities Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
Being Registered Registered Offering Price Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value 924,979 $29.78(a) $27,545,874 $8,347.23
$.01 per share
</TABLE>
(a) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
and based on the average of the high and low sale prices of the Common
Stock reported on the New York Stock Exchange on September 17, 1997.
================================================================================
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Chateau
Communities, Inc. with the Securities and Exchange Commission (File No. 333-
28703) pursuant to the Securities Act of 1933, as amended, is incorporated by
reference into this Registration Statement.
<PAGE>
SELLING STOCKHOLDERS
The 1,141,815 shares (the "Secondary Shares") of common stock, par value
$.01 per share (the "Common Stock"), of Chateau Communities, Inc. (the
"Company") referenced below include 216,836 shares previously registered by the
Selling Stockholder. All of such 1,141,815 secondary shares may be offered
from time to time by such Selling Stockholder who may have received such shares
without registration. The following table sets forth the name of and the
number and percentage of shares of Common Stock beneficially owned by the
Selling Stockholder and the number and percentage of shares of Common Stock
beneficially owned by the Selling Stockholder upon completion of the offerings
of the Secondary Shares. Since the Selling Stockholder may sell all, some or
none of his Secondary Shares, no estimate can be made of the actual aggregate
number of Secondary Shares that will be offered.
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially
Before Offerings Owned After Offerings
---------------------------------- --------------------------
<S> <C> <C> <C> <C> <C>
NAME Number of Shares
SHARES PERCENT OFFERED NUMBER PERCENT
J. Peter Ministrelli 2,504,476 9.0 1,141,815 1,362,661 5.1
</TABLE>
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrants certify that they have reasonable grounds to believe that they meet
all of the requirements for a filing on Form S-3 and have duly caused this
Registration Statement to be signed on their respective behalf by the
undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on the 23rd of September, 1997.
CHATEAU COMMUNITIES, INC.
By: /S/ TAMARA D. FISCHER
---------------------------------------
Tamara D. Fischer
Chief Financial Officer
3
<PAGE>
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 September 23, 1997
John A. Boll
/S/ GARY P. MCDANIEL* Director and Chief Executive Officer September 23, 1997
Gary P. McDaniel (Principal Executive Officer)
/S/ C.G. KELLOGG* Director and President September 23, 1997
C.G. Kellogg
/S/ TAMARA D. FISCHER Chief Financial Officer (Principal Financial September 23, 1997
Tamara D. Fischer Accounting Officer)
/S/ EDWARD R. ALLEN* Director September 23, 1997
Edward R. Allen
/S/ GEBRAN S. ANTON, JR.* Director September 23, 1997
Gebran S. Anton, Jr.
/S/ JAMES L. CLAYTON* Director September 23, 1997
James L. Clayton
/S/ STEVEN G. DAVIS* Director September 23, 1997
Steven G. Davis
/S/ JAMES M. HANKINS* Director September 23, 1997
James M. Hankins
/S/ JAMES M. LANE* Director September 23, 1997
James M. Lane
/S/ DONALD E. MILLER* Director September 23, 1997
Donald E. Miller
/S/ RHONDA G. HOGAN* Director September 23, 1997
Rhonda G. Hogan
- ----------------------------------------
* By Tamara D. Fischer, Attorney-in-Fact
</TABLE>
4
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Rogers & Wells
5.2 Opinion of Piper & Marbury L.L.P.
23.1 Consent of Rogers & Wells (included as part of Exhibit 5.1)
23.2 Consent of Piper & Marbury L.L.P. (included as part of Exhibit 5.2)
23.3 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on signature page to Registration
Statement Number 333-28703)
5
<PAGE>
EXHIBIT 5.1
ROGERS & WELLS
200 Park Avenue
New York, New York 10166
(212) 878-8000
FAX (212) 878-8375
WASHINGTON, D.C. LONDON FRANKFURT
LOS ANGELES PARIS HONG KONG
September 23, 1997
Chateau Communities, Inc.
6430 South Quebec Street
Englewood, Colorado 80111
Ladies and Gentlemen:
We have acted as special counsel to Chateau Communities, Inc., a
Maryland corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended (the "Securities Act") of the Company's Registration Statement on
Form S-3 (the "Registration Statement"), covering the possible offer and
sale from time to time of 924,979 shares of common stock, par value $.01
per share (the "Shares"), with an aggregate offering price of $27,545,874,
by certain stockholders of the Company. The Shares have been issued in
transactions that are exempt from registration under the Securities Act.
This opinion is being provided at your request in connection with the
Registration Statement.
In rendering the opinions expressed herein, we have examined the
Registration Statement, the Articles of Incorporation, as amended and
supplemented, of the Company, the Amended and Restated By-laws of the
Company, the Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement") of CP Limited Partnership, a Maryland limited
partnership (the "Operating Partnership"), and the corporate proceedings of
the Company relating to the authorization, offering and issuance of the
Shares. As to questions of fact material to this opinion, we have relied
on certificates of officers of the Company.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents, certificates and instruments
submitted to us as originals, the conformity with originals of all
documents submitted to us as copies and the absence of any amendments or
modifications to those items reviewed by us.
<PAGE>
Chateau Communities, Inc. 2 September 23, 1997
Based upon the foregoing and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that the Shares have been duly authorized and are validly issued,
fully paid and nonassessable.
The opinions stated herein are limited to the laws of the United
States and the laws of the States of New York and Maryland. To the extent
that any opinions stated herein are dependent on the laws of the State of
Maryland, we have relied on the opinion of Piper & Marbury L.L.P., dated
the date hereof. Our opinion, to the extent based on such reliance, is
limited by the qualifications, assumptions and conditions set forth in such
opinion in addition to those matters set forth herein.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to all references to this firm included in
or made part of the Registration Statement.
Very truly yours,
/S/ ROGERS & WELLS
<PAGE>
EXHIBIT 5.2
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3018
410-539-2530 WASHINGTON
FAX: 410-539-0489 NEW YORK
PHILADELPHIA
EASTON
September 23, 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 924,979 shares (the
"Shares") of Common Stock, par value $0.01 per share, of the Company (the
"Common Stock") pursuant to a Registration Statement of the Company on Form S-3
(the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission"). The Shares are part of 2,504,476 shares of
Common Stock owned by Mr. J. Peter Ministrelli and Ministrelli Construction
Corporation which consist of (i) 1,302,431 shares of Common Stock issued in
exchange for limited partnership units of CP Limited Partnership, a Maryland
limited partnership (the "OP Units"), pursuant to Chateau Securityholder
Agreements dated December 18, 1996 (the "CS Letter Agreements"), (ii) 985,209
shares of Common Stock issued pursuant to a share issuance program as set forth
in the CS Letter Agreements (the "Share Issuance Program"), and (iii) 216,836
shares of Common Stock to be issued in exchange for OP Units. This opinion
is being provided at your request in connection with the filing of the
Registration Statement.
In rendering the opinion expressed herein, we have examined the
Registration Statement, the Charter and By-Laws of the Company, the proceedings
of the Board of Directors of the Company relating to the reservation and
issuance of the Shares, 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 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 that 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.
For purposes of the opinion expressed in paragraph (3) below, we further
assume that:
(a) The issuance of any Shares in exchange for OP Units will be
authorized and determined by proper action of the Board of Directors of
<PAGE>
the Company (each, a "Board Action") in accordance with the Company's
Charter and By-Laws and applicable Maryland law, in each case so as not to
result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental or regulatory body having
jurisdiction over the Company.
(b) Prior to the issuance of any Shares in exchange for OP Units,
there will exist, under the Charter of the Company, the requisite number
of authorized but unissued shares of Common Stock.
(c) Appropriate certificates representing the Shares to be issued in
exchange for OP Units will be executed and delivered upon the issuance of
such Shares and will comply with the Company's Charter and By-Laws and all
applicable requirements of Maryland law.
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, as of the
date hereof:
1. The Shares issued in exchange for OP Units pursuant to the CS
Letter Agreements have been duly authorized and validly issued and are
fully paid and nonassessable.
2. The Shares issued pursuant to the Share Issuance Program have
been duly authorized and validly issued and are fully paid and non-
assessable.
3. Upon due authorization by Board Action of an issuance of Shares
in exchange for OP Units, and upon issuance and delivery of certificates
for such Shares in accordance with the terms and provisions of such Board
Action, the Shares represented by such certificates will be duly
authorized, validly issued, fully paid and nonassessable.
The opinion expressed above is limited to the laws of the State of
Maryland, exclusive of the securities or "blue sky" laws of the State of
Maryland. The foregoing opinion is rendered as of the date hereof. We assume
no obligation to update such opinion to reflect any facts or circumstances
which may hereafter come to our attention or changes in the law which may
hereafter occur.
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.
BALT01A:125195:1:09/22/97
26741-4
EXHIBIT 23.3
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-3 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.
Denver, Colorado
September 23, 1997
