SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
CHATEAU PROPERTIES, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
161739 10 7
(CUSIP Number)
Copies to: Charles W. Royer
Edward R. Allen Timmis & Inman L.L.P.
1760 S.E. 10th Street 300 Talon Centre
Fort Lauderdale, FL 33316 Detroit, Michigan 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
<PAGE>
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
Edward R. Allen
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 314,279
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 551,047
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 314,279
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10 SHARED DISPOSITIVE POWER
551,047
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
865,326
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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)
8%
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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 Edward R. Allen (the "Filing Person").
The Filing Person owns 25% of the outstanding common stock of E.L.
Properties, Inc. ("E.L."), Lakeland Harbor, Inc. ("Lakeland Harbor") and P.B.
Colony, Inc. ("P.B.") and 50% of the outstanding common stock of Intercoastal
Communities, Inc. ("Intercoastal") E.L., Lakeland Harbor, P.B. and
Intercoastal are herein together referred to as (the "Affilates.")
Prior to January 29, 1997, E.L., Lakeland Harbor, P.B. and
Intercoastal each owned 1,350, 295,621, 1,456 and 252,620 limited partnership
interests ("OP Units") in CP Limited Partnership, a Maryland limited
partnership ("CP") respectively, and the Filing Person, in his individual
capacity, owned 208,779 OP Units. All such OP Units 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"). In addition, the filing Person owns currently exerciseable
options to acquire 7,500 shares of Common Stock. The Filing Person hereby
disclaims beneficial ownership of OP Units or Common Stock owned by the
Affiliates, to the extent the Filing Person is deemed to beneficially own OP
Units or shares in excess of those in which he has a pecuniary interest.
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 approved 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,
On January 29, 1997 The Filing Person and the Affiliates and certain other
holders of OP Units exchanged their 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 Filing Person will purchase from the Company 98,000 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 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 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 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 which would have been paid to such persons who waived such dividend
were re-allocated to the other shareholders.
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
individually and through his ownership of stock in the Affiliates
beneficially own 865,326 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.
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<PAGE>
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) Edward R. Allen
(b) Residence - 1760 S.E. 10th Street, Fort Lauderdale, FL 33316
(c) Director of the Company and principally engaged in real
estate development.
(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.
(f) The Filing Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The 759,826 OP Units owned by the Filing Person and the Affiliates
acquired in November, 1993 in exchange for certain manufactured home
communities and other related assets. See Item 4 for additional information
regarding this formation transaction.
Page ___ of ____
<PAGE>
The funds to be utilized by the Filing Person to purchase the 98,000 shares
of Common Stock to be purchased by the Filing Person upon the consummation
of the Merger Transaction will be funds borrowed from Northern Trust Company
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 the Filing Person
and the Affiliates in exchange for the contribution 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 the Filing Person and the Affiliate and the acquisition of
98,000 shares of Common Stock by the Filing Person), none of the Filing
Person or the Affiliates 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.
Except that each of the affiliates plans to liquidate following the Merger
Transaction and distribute the Common Stock to their shareholders.
As described in the Joint Proxy/Prospectus the Filing Person and the
Affiliates will vote all shares of Common Stock owned by them in favor of the
Merger Transaction.
Page ___ of ____
<PAGE>
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 216,279(1) 551,047 8%
As of the date of
consummation of
Merger Transaction 314,279(3) 551,047 3.4%
<FN>
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(1) This percentage is based on 9,487,684 shares of Common Stock outstanding
disclosed by the Company as outstanding on January 30, 1997, the record date
for voting at the Chateau special meeting, in the Proxy Supplement.
(2) This percentage is based on the number of shares of Common Stock expected
to be outstanding upon the completion of the Merger Transaction.
(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 and Merger Agreement entered
into by each of the Affiliates and the Company, 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
Other than as described above in connection with the Merger Agreement
and the Transactions contemplated thereby (including, without limitation, the
loan from Northern Trust Company to the Filing Person described in response
to Item 3) and separate Merger Agreements between each of the Affiliates and
the Company, 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. Power of Attorney of Edward R. Allen authorizing
execution of Reports required to be filed under the Securities
and Exchange Act of 1934;
4. Joint Proxy Statement of the Company and ROC, dated December
24, 1996(2);
5. Proxy Supplement of Chateau dated January 31, 1997 (2); and
6. Loan Agreement and related agreements between the Filing
Person and Bank to be dated as of February , 1997 (to be filed
by amendment).
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<PAGE>
(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) 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.
EDWARD R. ALLEN
Dated: February 7, 1997 By: /s/ Charles W. Royer
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Charles W. Royer, Attorney-in-Fact
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles W. Royer and Henry J. Brennan, or either of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
re-substitution, for his and his name, place and stead, in any and all
capacities, to sign any and all reports or forms pursuant to the Securities
and Exchange Act of 1934, as amended, relating in any way to shares of any
class of capital stock of Chateau Properties, Inc. owned by the undersigned,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission or with any
exchange or market regulatory organization on which such shares are then
traded, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact, agent or their substitutes may lawfully do or
cause to be done by virtue thereof.
This Power of Attorney is effective until February 28, 2002.
Dated: February 5, 1997
/s/ Edward R. Allen
