As filed with the Securities and Exchange Commission on November 21, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<TABLE>
<CAPTION>
CHATEAU COMMUNITIES, INC. CP LIMITED PARTNERSHIP
<S> <C>
(Exact name of Registrant as (Exact name of Registrant as
specified in its charter) specified in its charter)
MARYLAND MARYLAND
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
38-3132038 38-3140664
(IRS Employer Identification No.) (IRS Employer Identification No.)
</TABLE>
6430 SOUTH QUEBEC STREET
ENGLEWOOD, COLORADO 80111
(303) 741-3707
(Address, including zip code, and telephone number, including
area code, of Registrants' 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)
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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. [ ]
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. [X]
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. [X] 333-4544
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
------------
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF SECURITIES TO BE PROPOSED MAXIMUM OFFERING PRICE(3) AMOUNT OF REGISTRATION FEE(4)
REGISTERED(1)(2)
<S> <C> <C>
Guarantees (5)................................ $20,000,000
Debt Securities (6)........................... $20,000,000
Total.................................. $40,000,000 $6,061
</TABLE>
(1) The Debt Securities and Guarantees (collectively, the "Offered
Securities") registered hereunder may be sold separately or together.
(2) Pursuant to this Registration Statement, Chateau Communities, Inc. may
issue Guarantees and CP Limited Partnership may issue Debt Securities.
(3) The aggregate maximum public offering price of (i) all Guarantees issued
by Chateau Communities, Inc. pursuant to this Registration Statement will
not exceed $20,000,000 and (ii) all Debt Securities issued by CP Limited
Partnership pursuant to this Registration Statement will not exceed
$20,000,000.
(4) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933, as amended.
(5) To the extent that any Debt Securities issued by CP Limited Partnership
are not deemed to be investment grade, such Debt Securities will be fully
and unconditionally guaranteed by, and will be accompanied by Guarantees
of, Chateau Communities, Inc. None of the proceeds from such Debt
Securities will be received by Chateau Communities, Inc. in connection
with the issuance of the Guarantees.
(6) Such indeterminate amount of Debt Securities, as may from time to time be
issued by CP Limited Partnership, which will either be non-convertible
investment grade debt securities or other non-convertible debt securities
that are fully and unconditionally guaranteed by Chateau Communities,
Inc.
NF79343.1
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Chateau
Communities, Inc. and CP Limited Partnership with the Securities and Exchange
Commission (File No. 333-4544) pursuant to the Securities Act of 1933, as
amended, is incorporated by reference into this Registration Statement.
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 behalf by the undersigned,
thereunto duly authorized, in the City of Englewood, State of Colorado, on the
21st of November, 1997.
CHATEAU COMMUNITIES, INC.
By: /S/ TAMARA D. FISCHER
-----------------------------
Tamara D. Fischer
Chief Financial Officer
CP LIMITED PARTNERSHIP
By: Chateau Communities, Inc. as
general partner
By: /S/ TAMARA D. FISCHER
-----------------------------
Tamara D. Fischer
Executive Vice President and
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 November 21, 1997
- ----------------------------------------
John A. Boll
/S/ GARY P. MCDANIEL* Director and Chief Executive Officer November 21, 1997
________________________________________ (Principal Executive Officer)
Gary P. McDaniel
/S/ C.G. KELLOGG* Director and President November 21, 1997
- ----------------------------------------
C.G. Kellogg
/S/ TAMARA D. FISCHER Chief Financial Officer (Principal Financial November 21, 1997
- ---------------------------------------- Accounting Officer)
Tamara D. Fischer
/S/ EDWARD R. ALLEN* Director November 21, 1997
- ----------------------------------------
Edward R. Allen
/S/ GEBRAN S. ANTON, JR.* Director November 21, 1997
- ----------------------------------------
Gebran S. Anton, Jr.
/S/ JAMES L. CLAYTON* Director November 21, 1997
- ----------------------------------------
James L. Clayton
/S/ STEVEN G. DAVIS* Director November 21, 1997
- ----------------------------------------
Steven G. Davis
/S/ JAMES M. HANKINS* Director November 21, 1997
- ----------------------------------------
James M. Hankins
/S/ JAMES M. LANE* Director November 21, 1997
- ----------------------------------------
James M. Lane
/S/ DONALD E. MILLER* Director November 21, 1997
- ----------------------------------------
Donald E. Miller
/S/ RHONDA G. HOGAN* Director November 21, 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 333-4544)
<PAGE>
EXHIBIT 5.1
November 21, 1997
Chateau Communities, Inc.
CP Limited Partnership
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"), and CP Limited Partnership, a
Maryland limited partnership (the "Partnership"), in connection with the
preparation and filing with the Securities and Exchange Commission pursuant
to Rule 462(b) promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's and the Partnership's Registration
Statement on Form S-3 (the "462(b) Registration Statement"), relating to
the offer and sale from time to time by the Partnership of $20,000,000
aggregate initial offering price of debt securities (the "Debt Securities")
which may be guaranteed by unconditional and irrevocable guarantees thereof
by the Company (the "Guarantees"). The Debt Securities and the Guarantees
are collectively referred to as the "Securities." This opinion is being
provided at your request in connection with the 462(b) Registration
Statement.
The Debt Securities will be issued from time to time pursuant to
an indenture in substantially the form included in the Company's and the
Partnership's registration statement on Form S-3 (Registration Number 333-
4544) (as the same may be amended or supplemented from time to time, the
"Registration Statement") as Exhibit 4.5 (the "Indenture"). The Guarantees
will be evidenced by an agreement or other instrument of the Company (each,
a "Guaranty Agreement") to be issued with the related issuance of the Debt
Securities.
NF79345.1
<PAGE>
Chateau Communities, Inc. 2 November 21, 1997
CP Limited Partnership
In rendering the opinions expressed herein, we have examined the
462(b) Registration Statement, the Registration Statement, the Indenture,
the Company's Articles of Amendment and Restatement (the "Charter") and
Bylaws, the Partnership's Agreement of Limited Partnership, as amended (the
"Partnership Agreement"), and Certificate of Limited Partnership, and
certain minutes of corporate proceedings and/or written consents of the
Company's Board of Directors. We have also examined and relied as to
factual matters upon the representations, warranties and other statements
contained in originals or copies, certified or otherwise identified to our
satisfaction, of such records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
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.
We assume that the issuance, sale, amount and terms of the
Securities to be offered from time to time will be authorized and
determined by proper action of the Board of Directors of the Company or by
the Board of Directors of the Company as the general partner of the
Partnership, as the case may be, in accordance with the parameters
described in the Registration Statement (each, a "Board Action") and in
accordance with the Charter, the Partnership Agreement, the Indenture or
any applicable Supplemental Indenture, as the case may be, and applicable
Maryland law.
To the extent that the obligations of the Partnership under any
Indenture may be dependent upon such matters, we assume for purposes of
this opinion that the financial institution identified in such Indenture as
trustee (the "Trustee") is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the
Trustee is duly qualified to engage in the activities contemplated by such
Indenture; that such Indenture has been duly authorized, executed and
delivered by the Trustee and constitutes the legally valid and binding
obligation of the Trustee enforceable against the Trustee in accordance
with its terms; that the Trustee is in compliance, generally, with respect
to acting as a trustee under such Indenture, with all applicable laws and
regulations; and that the Trustee has the requisite organizational and
legal power and authority to perform its obligations under such Indenture.
Based upon the foregoing, and such examination of law as we have
deemed necessary, we are of the opinion that:
1. Upon approval of the Indenture by all necessary Board Action, and
when executed and delivered by the Partnership in accordance with
such Board Action, and assuming due authorization, execution and
<PAGE>
Chateau Communities, Inc. 3 November 21, 1997
CP Limited Partnership
delivery by the Trustee, the Indenture will constitute a valid
and binding obligation of the Partnership.
2. When the 462(b) Registration Statement has become effective under
the Securities Act and the Debt Securities have been (a) duly
established by the Indenture or a Supplemental Indenture, (b)
duly authenticated by the Trustee, and (c) duly executed and
delivered on behalf of the Partnership against payment therefor
in accordance with the terms and provisions of the applicable
Board Action, the Indenture, any applicable Supplemental
Indenture and as contemplated by the Registration Statement, the
Prospectus or the applicable Prospectus Supplement and, if
applicable, an underwriting agreement relating to the issuance of
such Debt Securities, the Debt Securities will be duly authorized
and will constitute valid and binding obligations of the
Partnership.
3. When the 462(b) Registration Statement has become effective under
the Securities Act, the Guaranty Agreement evidencing the
Company's guaranty of validly issued and binding Debt Securities
has been duly authorized and established in accordance with the
applicable Board Action, the Registration Statement, the
Prospectus or the applicable Prospectus Supplement, the
applicable Guarantees will be duly authorized and will constitute
valid and binding obligations of the Company.
The opinions stated herein relating to the validity and binding
nature of obligations of the Company and the Partnership, as the case may
be, are subject to (i) the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally and (ii) the effect of general principles of equity (regardless
of whether considered in a proceeding in equity or at law).
The opinions stated herein are limited to the federal laws of the
United States, the laws of the State of New York and Maryland. To the
extent that the opinions set forth herein are dependent on the laws of the
State of Maryland, we have relied, with your permission, on the opinion of
Piper & Marbury L.L.P. of even date herewith.
We hereby consent to the filing of this opinion as an exhibit to
the 462(b) Registration Statement and the reference to this firm under the
caption "Legal Matters" in the Prospectus.
Very truly yours,
/s/ Rogers & Wells
<PAGE>
EXHIBIT 5.2
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH WASHINGTON
36 SOUTH CHARLES STREET NEW YORK
BALTIMORE, MARYLAND 21201-3018 PHILADELPHIA
410-539-2530 EASTON
FAX: 410-539-0489
November 21, 1997
Chateau Communities, Inc.
CP Limited Partnership
6430 South Quebec Street
Englewood, Colorado 80111
REGISTRATION STATEMENT OF FORM S-3
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"), pursuant to a Registration
Statement on Form S-3 (Registration Number 333-_____) of the Company and CP
Limited Partnership, a Maryland limited partnership (the "Operating
Partnership"), filed with the Securities and Exchange Commission (the
"Commission") on November 21, 1997 (the "Registration Statement"), including
the prospectus incorporated therein, under Rule 462(b) under the Act by
reference to the Registration Statement (Registration Numbers 333-4544 and 333-
4544-01) of the Company and the Operating Partnership (the "Prospectus"), for
offering by the Operating Partnership from time to time of up to $20,000,000
aggregate initial offering price of non-convertible debt securities (the "Debt
Securities"), which may be guaranteed by unconditional and irrevocable
guarantees thereof by the Company (the "Guarantees"). The Debt Securities and
the Guarantees are collectively referred to as the "Securities." The
Registration Statement provides that the Securities may be offered separately
or together, in separate series, in amounts, at prices, and on terms to be set
forth in one or more supplements to the Prospectus (each a "Prospectus
Supplement"). This opinion is being provided at your request in connection
with the filing of the Registration Statement.
In our capacity as special Maryland counsel, we have reviewed the
following:
(a) The Registration Statement;
(b) The Charter, certified by the Department of Assessments and
Taxation of the State of Maryland (the "Department"), and By-Laws, as
amended and restated and in effect on the date hereof, of the Company;
<PAGE>
Piper & Marbury
L.L.P.
Chateau Communities, Inc.
November 21, 1997
Page 2
(c) The Charter, certified by the Department, and By-Laws, as
amended and restated and in effect on the date hereof, of ROC
Communities, Inc., a Maryland corporation and a wholly owned subsidiary
of the Company (the "Subsidiary Company");
(d) The Amended and Restated Agreement of Limited Partnership,
as amended and restated and in effect on the date hereof (the
"Partnership Agreement"), and the related Certificate of Limited
Partnership, certified by the Department, of the Operating
Partnership;
(e) The Prospectus;
(f) Short-form good standing certificates for the Company, the
Subsidiary Company, and the Operating Partnership, dated November 20,
1997, issued by the Department;
(g) An Officer's Certificate (the "Certificate") of the Company
and the Subsidiary Company, dated the date hereof, as to certain
factual matters; and
(h) Such other documents as we have considered necessary to the
rendering of the opinions expressed below.
In our examination of the aforesaid documents, we have assumed, withut
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, and 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. In making our examination of documents
executed by parties other than the Company, we have assumed that such parties
had the power, corporate or other, to enter into and perform all obligations
thereunder, and we have also assumed the due authorization by all requisite
action, corporate or other, and the valid execution and delivery by such
parties of such documents and the validity, binding effect and enforceability
thereof with respect to such parties. As to any facts material to this opinion
which we did not independently establish or verify, we have relied solely upon
the Certificate.
We further assume that:
(a) The issuance, sale, amount, and terms of the Securities
<PAGE>
Piper & Marbury
L.L.P.
Chateau Communities, Inc.
November 21, 1997
Page 3
to be offered from time to time by the Company 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.
(b) The issuance, sale, amount, and terms of the Debt
Securities to be offered from time to time by the Operating
Partnership will be authorized and determined by proper action of the
Board of Directors of the Company and the Subsidiary Company, the
general partners of the Operating Partnership, (each, a "Partnership"
Action") in accordance with the Partnership Agreement, the Charter
and By-Laws of both the Company and the Subsidiary Company, 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 Operating Partnership, the Company, or the Subsidiary Company
and so as to comply with any requirement or restriction imposed by
any court or governmental or regulatory body having jurisdiction
over the Operating Partnership, the Company, and the Subsidiary
Company.
(c) Any Debt Securities will be issued under a valid and
legally binding indenture (an "Indenture") that conforms to
the description thereof set forth in the Prospectus Supplement and
will comply with the Partnership Agreement and applicable Maryland
law.
(d) Appropriate debentures, notes, and/or other evidences of
indebtedness evidencing the Debt Securities will be executed and
authenticated in accordance with the Indenture, will be delivered
upon the issuance and sale of the Debt Securities, and will comply
with the Indenture, the Partnership Agreement, and applicable Maryland
law.
(e) Any Guarantees will be evidenced by a valid and legally
binding agreement or other instrument (each, a "Guaranty Agreement")
that conforms to the description thereof set forth in the Prospectus
Supplement, will be executed and delivered upon the issuance and
sale of the Guarantees and the related Debt Securities, and will
comply with the Indenture, the Charter and By-Laws of the Company,
and applicable Maryland law.
<PAGE>
Piper & Marbury
L.L.P.
Chateau Communities, Inc.
November 21, 1997
Page 4
(f) The underwriting agreements for offerings of the Debt
Securities and the Guarantees (each, an "Underwriting Agreement,"
and collectively, the "Underwriting Agreements") will be valid and
legally binding contracts that conform to the description thereof
set forth in the applicable Prospectus Supplement.
(g) To the extent that the obligations of the Operating
Partnership under any Debt Securities or related Indenture or of the
Company under any Guaranty Agreement may be dependent upon such
matters, the financial institution to be identified in such Indenture
as Trustee (the "Trustee") will be duly organized, validly existing,
and in good standing under the laws of its jurisdiction of
organization; the Trustee will be duly qualified to engage in the
activities contemplated by such Indenture; such Indenture will have
been duly authorized, executed, and delivered by the Trustee and
will constitute the legally valid and binding obligation of the
Trustee enforceable against the Trustee in accordance with its terms;
the Trustee will be in compliance, generally, with respect to acting
as Trustee under such Indenture, with all applicable laws and
regulations; and the Trustee will have the requisite organizational
and legal power and authority to perform its obligations under such
Indenture.
(h) The Board of Directors of the Company has approved
resolutions (i) relating to the Company's authorization of the
filing of the Registration Statement and (ii) on behalf of the
Operating Partnership as a general partner thereof, relating to
its authorization of the filing of the Registration Statement
and the form of the Indenture.
(i) The Board of Directors of the Subsidiary Company has
approved resolutions, on behalf of the Operating Partnership as
a general partner thereof, relating to its authorization of the
filing of the Registration Statement and the form of the Indenture.
Based upon and subject to the foregoing, we are of the opinion and advise
you that, as of the date hereof:
1. When a series of the Debt Securities has been duly
authorized and established in accordance with the applicable
Partnership Action, the terms of the Indenture, the Partnership
Agreement, and applicable Maryland law, and, upon execution,
<PAGE>
Piper & Marbury
L.L.P.
Chateau Communities, Inc.
November 21, 1997
Page 5
issuance, and delivery of debentures, notes, and/or other evidences
of indebtedness for such series of the Debt Securities against
payment therefor in accordance with the terms and provisions of
such Partnership Action, the Indenture, the Registration Statement
(as declared effective under the Act), the Prospectus, or the
applicable Prospectus Supplement and, if applicable, an
Underwriting Agreement, the Debt Securities will constitute valid
and legally binding obligations of the Operating Partnership.
2. When a series of the Debt Securities has been duly
authorized and established in accordance with the applicable
Partnership Action, the terms of the Indenture, the Partnership
Agreement, and applicable Maryland law, when the related Guarantees
has been duly authorized and established in accordance with the
applicable Board Action, the terms of the Indenture, the Company's
Charter and By-Laws, and applicable Maryland law and, upon
execution, issuance, and delivery of the Guaranty Agreements
against payment therefor in accordance with the terms and
provisions of such Board Action, the Indenture, the Registration
Statement (as declared effective under the Act), the Prospectus, or
the applicable Prospectus Supplement and, if applicable, an
Underwriting Agreement, the Guarantees will constitute valid and
legally binding obligations of the Company.
The opinion stated herein relating to the validity and binding nature of
obligations of the Company or the Operating Partnership is subject to (i) the
effect of any applicable bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization, moratorium, or
similar laws affecting creditors' rights generally and (ii) the effect of
general principles of equity (regardless of whether considered in a proceeding
in equity or at law).
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. To the extent that any documents referred to herein are
governed by the law of a jurisdiction other than Maryland, we have assumed that
the laws of such jurisdiction are the same as the law of Maryland.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.2 to the Registration Statement and to the reference to our firm
under the heading "Legal Matters" in the Registration Statement. We further
consent to the reliance on this opinion by Rogers & Wells in rendering their
opinion to the Company and the Operating Partnership in connection with the
filing of the Registration Statement. The opinion expressed above is limited
<PAGE>
Piper & Marbury
L.L.P.
Chateau Communities, Inc.
November 21, 1997
Page 6
to the matters set forth herein, and no other opinion should be inferred beyond
the matters expressly stated.
Very truly yours,
/S/ Piper & Marbury L.L.P.
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. and CP Limited Partnership on Form S-3 of our reports
dated February 12, 1997, on our audits of the consolidated financial state-
ments and financial statement schedules of Chateau Properties, Inc. and CP
Limited Partnership as of December 31, 1996 and 1995, and for the years ended
December 31, 1996, 1995 and 1994, which reports are included in the 1996 Annual
Reports on Form 10-K of Chateau Properties, Inc. and CP Limited Partnership.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Denver, Colorado
November 20, 1997
<PAGE>
