SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
____________________
June 16, 1997
(Date of Report (Date of Earliest Event Reported))
CHATEAU COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 001-12496 38-3132038
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
6430 So. Quebec Street, Englewood, Colorado 80111
(Address of Principal Executive Offices) (Zip Code)
(303) 741-3707
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events
The purpose of the filing of this current report on Form 8-K by Chateau
Communities, Inc. (the "Company") is to include certain additional exhibits to
the Company's Registration Statement on Form S-3 (No. 333-28703) (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the possible offer and
sale from time to time of up to 5,271,941 shares of common stock, par value
$.01 per share, by certain stockholders of the Company. The Exhibit numbers
and Exhibits set forth below correspond to the Exhibit numbers and Exhibits
included in the Registration Statement.
Item 7. Exhibits.
Exhibit No. Description of Document
- ----------- -----------------------
5.1 Opinion of Rogers & Wells
5.2 Opinion of Piper & Marbury L.L.P.
8 Opinion of Rogers & Wells Regarding Tax Matters
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.
-2-
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 16, 1997 CHATEAU COMMUNITIES, INC.
By: /s/Tamara D. Fischer
-----------------------------
Tamara D. Fischer
Chief Financial Officer
-3-
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EXHIBIT 5.1
June 16, 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 of the Company's Registration Statement on Form S-3 (No. 333-28703) (as
the same may be amended or supplemented from time to time, the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), covering
the possible offer and sale from time to time of up to 5,271,941 shares of
common stock, par value $.01 per share (the "Shares"), by certain stockholders
of the Company. Of the Shares, 3,098,800 Shares are currently issued and
outstanding (the "Issued Shares"), 2,151,781 Shares are subject to issuance upon
the exchange of currently issued and outstanding units of limited partner
interest in CP Limited Partnership, a Maryland limited partnership (the
"Operating Partnership") in which the Company and its subsidiary serve as
general partners (the "OP Shares"), and 21,360 Shares are subject to issuance
upon the exercise of options granted pursuant to stock option plans of the
Company (the "Option Shares"). The Issued Shares have been issued and the OP
Shares and Option Shares are expected to be 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 of the Operating
Partnership (the "Partnership Agreement"), 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>
Based upon the foregoing and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that (i) the Issued Shares have been duly authorized and are validly
issued, fully paid and nonassessable, (ii) the OP Shares, upon issuance in
accordance with the terms of the Partnership Agreement and the corporate
proceedings of the Company to be taken relating to such issuance, will have
been duly authorized and will be validly issued, fully paid and
non-assessable, and (iii) the Option Shares, upon issuance pursuant to the
exercise of options granted and in accordance with the stock option plans of
the Company, will have been duly authorized and will be validly issued, fully
paid and non-assessable.
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 incorporation of this opinion by reference
as an exhibit to the Registration Statement and the reference to this firm
under the caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Rogers & Wells
Rogers & Wells
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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 16, 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 5,271,941 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-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
(the "Commission"). The Shares consist of (i) 2,666,231 Shares issued in
exchange for limited partnership units of CP Limited Partnership, a Maryland
limited partnership (the "OP Units") pursuant to Chateau Securityholder
Agreements dated November and December, 1996 (the "CS Letter Agreements"),
(ii) 442,569 Shares issued pursuant to a share issuance program as set forth
in the CS Letter Agreements (the "Share Issuance Program"), (iii) 2,141,781
Shares to be issued in exchange for OP Units, and (iv) 21,360 Shares to be
issued upon the exercise of stock options granted under (a) 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 (b) the Company's 1997 Equity Compensation Plan (together with
the 1993 Plan, the "Stock Options Plans"). 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, Certificates of the Secretary of the Company (the
"Certificates"), the Stock Option Plans 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 Certificates and have not independently verified the matters stated
therein.
For purposes of the opinions expressed in paragraphs (3) and (4) below, we
further assume that:
(a) The issuance of any Shares in exchange for OP Units or upon the
exercise of stock options granted under the Stock Option Plans will be
authorized and determined by proper action of the Board of Directors of 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.
<PAGE>
(b) Prior to the issuance of any Shares in exchange for OP Units or upon
the exercise of stock options granted under the Stock Option Plans, 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 or upon the exercise of stock options granted under the
Stock Option Plans 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 non-assessable.
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 non-assessable.
4. The Shares to be issued by the Company pursuant to the exercise of
stock options granted under the Stock Option Plans have been duly and validly
authorized and when issued and delivered as contemplated in accordance with
the Stock Option Plans, will be validly issued, fully paid and non-assessable.
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.
Piper & Marbury L.L.P.
<PAGE>
EXHIBIT 8
June 16, 1997
Chateau Properties, Inc.
19500 Hall Road
Clinton Township, MI 48038
Re: Chateau Properties Inc. - Registration Statement on Form S-3
------------------------------------------------------------
Gentlemen:
You have requested our opinion with respect to certain federal
income tax matters in connection with the Registration Statement on Form S-3,
filed with the Securities and Exchange Commission (the "Registration
Statement") relating to Chateau Properties, Inc., a Maryland corporation (the
"Company"). The Company and ROC Communities, Inc., a Maryland corporation of
which the Company owns greater than 99% of the stock, are general partners of
CP Limited Partnership, a limited partnership organized under Maryland law
(the "Operating Partnership"). All capitalized terms used herein have their
respective meanings set forth in the Registration Statement unless otherwise
stated.
In rendering the opinion stated below, we have examined and relied,
with your consent, upon the following:
(i)The Registration Statement;
(ii)The Joint Proxy Statement/Prospectus, dated December 24, 1996 (the "Joint
Proxy Statement/Prospectus");
(iii)The Amended and Restated Agreement of Limited Partnership of the
Operating Partnership;
(iv)the Agreement of Limited Partnership of CCF, L.P. (the "Financing
Partnership");
(v)Private Letter Ruling 9627017 (April 1, 1996), issued by the Internal
Revenue Service ("IRS") to Chateau and the Operating Partnership; and
(vi)Such other documents, records and instruments as we have deemed
necessary in order to enable us to render the opinions referred to in this
letter.
In our examination of the foregoing documents, we have assumed, with
your consent, that (i) all documents reviewed by us are original documents, or
true and accurate copies of original documents, and have not been subsequently
amended, (ii) the signatures of each original document are genuine, (iii) each
party who executed the document had proper authority and capacity, (iv) all
<PAGE>
representations and statements set forth in such documents are true and
correct, (v) all obligations imposed by any such documents on the parties
thereto have been or will be performed or satisfied in accordance with their
terms and (vi) Chateau, ROC, the Operating Partnership and the Financing
Partnership at all times have been and will continue to be organized and
operated in accordance with the terms of such documents. We have further
assumed, with your consent, the accuracy of the statements and descriptions of
Chateau's, ROC's, the Operating Partnership's and the Financing Partnership's
intended activities as described in the Registration Statement and the Joint
Proxy Statement/Prospectus and that Chateau, ROC, the Operating Partnership
and the Financing Partnership have operated and will continue to operate in
accordance with the method of operation described in the Form S-3 Registration
Statement and the Joint Proxy Statement/Prospectus.
For purposes of rendering the opinion stated below, we have assumed,
with your consent, the accuracy of the representations contained in the
Certificate of Representations dated June 16, 1997 provided to us by the
Company and the Operating Partnership. These representations generally relate
to the classification and operation of the Company and ROC as REITs and to the
organization and operation of the Company, ROC and the Operating Partnership.
In addition, we have also assumed, with your consent, the accuracy of the
representations contained in prior Certificate of Representations provided to
us by ROC.
Based upon and subject to the foregoing, we are of the opinion that
commencing with its taxable year ended December 31, 1993, Chateau was
organized and has operated in conformity with the requirements for
qualification as a REIT within the meaning of the Code and its proposed method
of operation will enable it to continue to meet the requirements for
qualification and taxation as a REIT under the Code.
The opinion stated above represents our conclusion as to the
application of federal income tax laws existing as of the date of this letter
to the filing of the Registration Statement and we can give no assurance that
legislative enactments, administrative changes or court decisions may not be
forthcoming that would modify or supersede our opinion. An opinion of counsel
merely represents counsel's judgement with respect to the probable outcome on
the merits and is not binding on the IRS or the courts. There can be no
assurance that positions contrary to our opinion will not be taken by the IRS,
or that a court considering the issues would not hold contrary to such
opinion.
The opinion set forth above represents our conclusion based upon the
documents, facts and representations referred to above. Any material
amendments to such documents, changes in any significant facts or inaccuracy
of such representations could affect the opinions referred to herein.
Moreover, the Company's and ROC's qualification and taxation as REITs depend
upon the Company's and ROC's ability to meet, through actual annual operating
results, requirements under the Code regarding income, assets, distributions
and diversity of stock ownership. Because the Company's and ROC's
satisfaction of these requirements will depend on future events, no assurance
can be given that the actual results of the Company's and ROC's operation for
any one taxable year will satisfy the tests necessary to qualify as or be
taxed as REITs under the Code. Although we have made such inquiries and
performed such investigations as we have deemed necessary to fulfill our
professional responsibilities as counsel, we have not undertaken an
independent investigation of all of the facts referred to in this letter and
the Certificate of Representations.
This opinion is furnished to you solely for use in connection with
the Registration Statement. We hereby consent to the filing of this opinion
as an Exhibit to the Registration Statement and to the use of our name under
the caption "Federal Income Tax Considerations" in the Registration Statement.
Very truly yours,
/s/ Rogers & Wells
Rogers & Wells
<PAGE>
EXHIBIT 23.3
Coopers
& Lybrand
Coopers & Lybrand L.L.P.
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. We also consent to the reference to our Firm under the
caption "Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Detroit, Michigan
June 16, 1997
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