As filed with the Securities and Exchange Commission on March 15, 1999
Registration No. 333-
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 LLP
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. |_| ________
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. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================= ----------------------- ------------------------- ---------------------------- -------------------
Title of Class of Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
Securities Being Registered Registered Offering Price Per Offering Price Registration Fee
Share
============================= ======================= ========================= ============================ ===================
<S> <C> <C> <C> <C>
Common Stock, par value 183,055 $28.3125(a) $5,182,744.69 $1,440.80
$.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 March 11, 1999.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Subject to completion, dated March 15, 1999
PROSPECTUS
183,055 Shares
CHATEAU COMMUNITIES, INC.
Common Stock
This Prospectus relates to the offer and sale from time to time of up to 183,055
shares of our Common Stock by the stockholders listed below under "Selling
Stockholders." We may issue the 183,055 shares of Common Stock to the selling
stockholders in exchange for their 183,055 units of limited partner interest in
CP Limited Partnership.
The selling stockholders received the shares to which this prospectus relates
from us without registration. We are registering the shares in order to permit
secondary trading of such shares. However, the registration of their shares does
not necessarily mean that the selling stockholders will sell their shares.
The selling stockholders may offer their shares of Common Stock through public
or private transactions on the New York Stock Exchange where our Common Stock is
listed for trading under the symbol "CPJ," in other markets where our Common
Stock may be traded or in negotiated transactions. On March 11, 1999, the
closing price of our shares of Common Stock on the New York Stock Exchange was
$28.3125.
We will not receive any of the proceeds from the sale by the selling
stockholders and are paying the costs of preparing and filing the Registration
Statement of which this Prospectus is a part.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, AND THEY HAVE NOT
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL AND COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
The date of this Prospectus is , 1999.
The information contained in this prospectus is not complete and may be changed.
We have filed a registration statement relating to these securities with the
Securities and Exchange Commission. The selling stockholders may not sell those
securities prior to the time the Registration Statement becomes effective. This
Prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any State where such offer or sale is not
permitted.
<PAGE>
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, as a result, file
reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). You may read and copy these reports,
proxy statements and other information which we file at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and Seven World Trade Center, 13th Floor, New York, New York 10048. You
may also obtain copies of the materials from the Public Reference Section of the
Commission, Washington, D.C. 20549 upon payment of prescribed rates, or in
certain cases by accessing the Commission's World Wide Web site at
http://www.sec.gov. Our Common Stock is listed on the New York Stock Exchange
("NYSE") and you may also inspect and copy our reports, proxy statements and
other information which we file at the offices of the NYSE, 20 Broad Street, New
York, New York, 10005.
We have filed with the Commission a registration statement (of which
this Prospectus is a part) on Form S-3 (together with all amendments and
exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the securities offered
hereby by certain holders (the "Selling Stockholders") of up to 183,055 shares
of our Common Stock (the "Secondary Shares"). This Prospectus does not contain
all the information set forth in the Registration Statement, because we have
omitted portions as permitted by the rules and regulations of the Commission.
Statements contained in this Prospectus as to the content of any contract or
other document are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference and the exhibits and schedules thereto. For further information,
we refer you to the Registration Statement and such exhibits and schedules,
which you may read and copy at, or obtain from, the Commission and its regional
offices listed above in the manner described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We incorporate by reference into this Prospectus the following
documents that we previously filed with the Commission pursuant to the Exchange
Act:
1. Our Annual Report on Form 10-K for the fiscal year ended December
31, 1997 (Commission File No. 1-12496).
2. Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998 (Commission
File No. 1-12496).
3. Our Current Report on Form 8-K, dated May 1, 1998 (and Amendment
No. 1 thereto dated June 30, 1998) (Commission File No. 1-12496).
4. Our Current Report on Form 8-K, dated February 10, 1998
(Commission File No. 1-12496).
5. Our Current Report on Form 8-K, dated January 21, 1998
(Commission File No. 1-12496).
6. Our Current Report on Form 8-K, dated January 6, 1998 (Commission
File No. 1-12496).
7. Our Current Report on Form 8-K, dated January 5, 1998 (Commission
File No. 1-12496).
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<PAGE>
8. The description of our Common Stock contained in our registration
statement on Form 8-A, filed pursuant to the Exchange Act,
including any amendments or reports filed for the purpose of
updating such description.
When we file documents pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of all shares of Common Stock being made by this
Prospectus, the documents we file will be incorporated by reference into this
Prospectus and will be a part of it from the date we file the documents. If the
document we file changes anything said in this Prospectus or in an earlier
document that is incorporated into this Prospectus, the later document will
supersede what is said in this Prospectus or the earlier documents.
We will provide, without charge, upon the written or oral request of
anyone, including any beneficial owner, to whom this Prospectus is delivered, a
copy of any and all of the information incorporated by reference into this
Prospectus (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference to the
information that this Prospectus incorporates). Requests for the information
described in this paragraph should be directed to: Chateau Communities, Inc.,
6430 South Quebec Street, Englewood, Colorado 80111 (Telephone: (303) 741-3707).
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION
Certain information both included and incorporated by reference in this
Prospectus may contain forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act, and as such may
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of our company to be materially
different from future results, performance or achievements expressed or implied
by such forward-looking statements. Forward-looking statements, which are based
on certain assumptions and describe our future plans, strategies and
expectations are generally identifiable by use of the words "may," "will,"
"should," "expect," "anticipate," "estimate," "believe," "intend," or "project"
or the negative thereof or other variations thereon or comparable terminology.
Factors which could have a material adverse effect on the operations and future
prospects of our company include, but are not limited to, changes in: economic
conditions generally and the real estate market specifically,
legislative/regulatory changes (including changes to laws governing the taxation
of real estate investment trusts (each, a "REIT")), availability of capital,
interest rates, competition, supply and demand for properties in our current and
proposed market areas and general accounting principles, policies and guidelines
applicable to REITs. These risks and uncertainties should be considered in
evaluating any forward-looking statements contained or incorporated by reference
herein.
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<PAGE>
THE COMPANY
We are a self-administered and self-managed equity real estate
investment trust ("REIT") that was formed in 1993 to continue and expand the
property operations and business objectives of ownership, management, leasing,
expansion, development and acquisition of manufactured home communities
previously conducted by Chateau Estates, a Michigan co-partnership ("Chateau").
On February 11, 1997, we completed a strategic merger of equals (the "Merger")
with ROC Communities, Inc. ("ROC"), resulting in the contribution of the
businesses of the two companies. As of December 31, 1998, we owned and operated
165 manufactured home communities (the "Properties") located in 28 states, with
an aggregate of 51,101 homesites and 1,359 parkmodel/RV sites. Our portfolio is
geographically diversified, with significant concentrations in the southeastern
and midwestern United States, as well as the Pacific Coast states, permitting
economies of scale in property management operations. Our portfolio is also
diversified by resident orientation, with approximately 27% of the residential
homesites in communities which are adult-oriented and 73% of residential
homesites in communities which are family-oriented. At December 31, 1998,
approximately 92.4% of our homesites were occupied. In addition, we fee manage
approximately 7,500 residential homesites in 36 communities in 15 states. Also
at December 31, 1998, we owned undeveloped land adjacent to existing communities
containing approximately 4,700 expansion sites which are zoned for manufactured
housing.
We conduct substantially all of our activities through CP Limited
Partnership, a Maryland limited partnership (the "Operating Partnership"). At
December 31, 1998, we owned, directly and through ROC (the other general partner
of the Operating Partnership), an approximate 89% general partner interest in
the Operating Partnership. As general partners of the Operating Partnership, we
and ROC have unilateral control and complete responsibility for the management
of the Operating Partnership and over each of the Properties. Our Common Stock
is listed on the NYSE under the Symbol "CPJ."
Our executive and principal property management office, and that of the
Operating Partnership, are both located at 6430 South Quebec Street, Englewood,
Colorado 80111 and our telephone number is (303) 741-3707. We both have regional
property management offices in Clinton Township, Michigan; Indianapolis,
Indiana; Tampa, Florida; Atlanta, Georgia; and Minneapolis, Minnesota.
USE OF PROCEEDS
We will not receive any of the proceeds of sales of Common Stock by the
Selling Stockholders.
DESCRIPTION OF CAPITAL STOCK
Stock - General
Our Articles of Incorporation, as amended and supplemented (the
"Charter"), allow us to issue up to 92,000,000 shares of capital stock,
currently consisting of 90,000,000 shares of common stock (par value $.01 per
share) ("Common Stock"), of which, at December 31, 1998, 27,936,016 shares were
issued and outstanding, and 2,000,000 shares of preferred stock (par value $.01
per share) ("Preferred Stock"), of which, at December 31, 1998, 1,500,000 shares
have been designated as 8.125% Series A Cumulative Redeemable Preferred Stock
(the "Series A Preferred Stock"). None of the shares of Preferred Stock have
been issued. Under our stock option and incentive plans, as of December 31,
1998, we had reserved for issuance up to 1,600,568 shares of Common Stock. In
addition, we have reserved for issuance 3,523,872 shares of Common Stock upon
the conversion of outstanding units of limited partner interest ("OP Units") in
the Operating Partnership. The 1,500,000 shares of Series A Preferred Stock have
been reserved for issuance upon exchange of 1,500,000 units of an equivalent
series of preferred partner interests issued by the Operating Partnership. Our
Board of Directors may classify or reclassify any authorized but unissued shares
of capital stock into one or more classes or series (including classes or series
of preferred stock) and establish the terms of such classes or series. Under
4
<PAGE>
Maryland law, stockholders generally are not liable for a corporation's debts or
obligations. The following descriptions do not purport to be complete and are
subject to, and qualified in their entirety by reference to, the more complete
descriptions thereof set forth in the following documents: (i) our Charter and
(ii) our By-Laws, which documents are exhibits to the Registration Statement of
which this Prospectus is a part.
Common Stock
The following description of our Common Stock sets forth certain
general terms and provisions of the Common Stock which may be offered by the
Selling Stockholders listed below from time to time hereunder. This description
is in all respects subject to and qualified in its entirety by reference to the
applicable provisions of our Charter and By-Laws. Our Common Stock is listed on
the NYSE under the symbol "CPJ." The transfer agent and registrar for our Common
Stock is The Huntington National Bank.
All shares of Common Stock offered hereby will, when issued, be duly
authorized, fully paid and nonassessable. Subject to the preferential rights of
any other shares or series of stock and to the provisions of our Charter
regarding "Excess Stock" (as defined below), holders of shares of Common Stock
will be entitled to receive dividends on such stock if, as and when authorized
and declared by our Board of Directors out of assets legally available therefor
and to share ratably in our assets legally available for distribution to our
stockholders in the event of our liquidation, dissolution or winding-up after
payment of, or adequate provision for, all our known debts and liabilities. We
currently pay quarterly dividends to holders of Common Stock.
Subject to the provisions of our Charter regarding Excess Stock, the
holders of Common Stock are entitled to one vote per share on all matters
submitted to a vote of stockholders, and, except as otherwise required by law or
except as provided with respect to any other class or series of stock, the
holders of such shares will possess the exclusive voting power. In the election
of directors, the holders of Common Stock are entitled to one vote per share for
each director to be elected, but there is no cumulative voting in the election
of directors, which means that the holders of a majority of the outstanding
shares of Common Stock can elect all of the directors then standing for election
and the holders of the remaining shares will not be able to elect any directors.
The holders of shares of Common Stock have no conversion, sinking fund,
redemption or preemptive rights to subscribe for any of our securities.
Subject to the provisions of our Charter regarding Excess Stock, shares
of Common Stock will have equal dividend, distribution, liquidation and other
rights, and will have no preference, appraisal or exchange rights.
Pursuant to Maryland law, a corporation generally cannot dissolve,
amend its charter, merge, sell all or substantially all of its assets, engage in
a share exchange or engage in similar transactions outside the ordinary course
of business unless approved by the affirmative vote of stockholders holding at
least two-thirds of the shares entitled to vote on the matter unless a lesser
percentage (but not less than a majority of all of the votes to be cast on the
matter) is set forth in the corporation's charter. Our Charter does not provide
for a lesser percentage in such situations.
RESTRICTIONS ON TRANSFER OF CAPITAL STOCK
For us to qualify as a REIT under the Internal Revenue Code of 1986, as
amended (the "Code"), our shares of Common Stock must be beneficially owned by
100 or more persons during at least 335 days of the taxable year of 12 months
(other than the first year) or during a proportionate part of a shorter taxable
year. Also, not more than 50% of the value of the outstanding shares of capital
stock may be owned, directly or indirectly, by five or fewer individuals (as
defined in the Code to include certain entities) during the last half of a
taxable year (other than the first year) or during a proportionate part of a
shorter taxable year.
5
<PAGE>
Because our Board of Directors believes it is essential for us to
continue to qualify as a REIT, the Charter, subject to certain exceptions,
provides that, except as otherwise provided below, no holder may own, or be
deemed to own by virtue of the attribution provisions of the Code, more than 7%
(the "Ownership Limit") of the number or value of our issued and outstanding
stock (or such greater percentage up to 9.8% as shall be determined by the Board
of Directors). Our Board of Directors, upon receipt of a ruling from the IRS and
upon such other conditions as the Board of Directors may direct, may also exempt
a proposed transferee from the Ownership Limit. Any transfer of shares of Common
Stock or Preferred Stock that would (i) create a direct or indirect ownership of
shares of stock in excess of the Ownership Limit, (ii) result in the shares of
stock being owned by fewer than 100 persons, or (iii) result in us being
"closely held" within the meaning of Section 856(h) of the Code, shall be null
and void, and the intended transferee will acquire no rights to the shares. The
foregoing restrictions on transferability and ownership will not apply if our
Board of Directors determines that it is no longer in our best interests to
attempt to qualify, or to continue to qualify, as a REIT.
Our Charter excludes each of John A. Boll and J. Peter Ministrelli (and
certain persons related to each of them) from the Ownership Limit up to a
maximum level of 14.1% and 10.0%, respectively.
Any purported transfer of shares that would result in a person owning
shares of capital stock in excess of the Ownership Limit or cause us to become
"closely held" under Section 856(h) of the Code that is not otherwise permitted
as provided above will constitute excess shares ("Excess Stock"), and shall be
deemed to have been transferred to such person or persons (who are unaffiliated
with us and the purported transferee), as designated from time to time by us,
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. While this
Excess Stock is held in trust, any dividends or other distributions shall be
paid to the Trustee and the Trustee shall be deemed to hold an irrevocable proxy
to vote the shares. Subject to the Ownership Limit, the Excess Stock may be
retransferred by the trustee to any person (if the Excess Stock would not be
Excess Stock in the hands of such person). 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.
If the foregoing transfer restrictions are determined to be void or
invalid by virtue of any legal decision, statute, rule or regulation, then the
intended transferee of any Excess Stock may be deemed, at our option, to have
acted as our agent in acquiring such Excess Stock and to hold such Excess Stock
on our behalf.
In addition, Excess Stock shall be deemed to have been offered for sale
to us, or our 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 we, or our designee, accept such offer. We
shall have the right to accept such offer for a period of 90 days after the
later of (i) the date of the Transfer which resulted in such Excess Stock and
(ii) the date our Board of Directors determines in good faith that a Transfer
resulting in Excess Stock has occurred, if we do not receive a notice of such
Transfer.
All certificates representing shares of stock will bear a legend
referring to the restrictions described above.
6
<PAGE>
All persons who own directly or by virtue of the attribution provisions
of the Code, more than 5% (or such other percentage between 1/2 of 1% and 5%, as
provided in the rules and regulations promulgated under the Code) of the number
or value of the outstanding shares of our stock must give written notice of such
ownership to us by January 31 of each year. In addition, each stockholder shall
upon demand be required to disclose to us in writing such information with
respect to the direct, indirect and constructive ownership of shares of Common
Stock or Preferred Stock as our Board of Directors deems reasonably necessary to
comply with the provisions of the Code applicable to a REIT, to comply with the
requirements of any taxing authority or governmental agency or to determine any
such compliance.
These ownership limitations could have the effect of discouraging a
takeover or other transaction in which holders of some, or a majority, of shares
of Common Stock or Preferred Stock (if issued and outstanding) might receive a
premium for their shares over the then prevailing market price or which such
holders might believe to be otherwise in their best interest.
7
<PAGE>
SELLING STOCKHOLDERS
The Secondary Shares offered by this Prospectus may be offered from
time to time by the Selling Stockholders named below. The following table sets
forth the name of each Selling Stockholder, the number of shares of Common Stock
beneficially owned by each Selling Stockholder, the number of Secondary Shares
offered by each Selling Stockholder and the number and percentage of shares of
Common Stock beneficially owned by each Selling Stockholder upon completion of
the offering of the Secondary Shares. Because the Selling Stockholders may sell
all, some or none of their Secondary Shares, no estimate can be made of the
actual aggregate number of Secondary Shares that will be sold hereby.
<TABLE>
<CAPTION>
Common Stock Owned After Offering
--------------------------------------
Number of Shares of
Common Stock
Owned Prior Registered Number of Percentage of
Name to Offering(1) Shares Shares(2) Shares(3)
---- -------------- ------ ------------------ ----------------
<S> <C> <C> <C> <C>
The Hastings Companies 16,480 16,840 0 -
Gelderland Illinois 23,494 23,494 0 -
Gelderland Cresthill 23,494 23,494 0 -
Roger S. Harris-BADCO 2,988 2,988 0 -
Investments
Lawrence J. Wiegand 14,964 14,964 0 -
Trust
Eleanor & Edwin J. 91 91 0 -
Busch Jr.
William A. Marovitz 18,663 18,663 0 -
Alex Terick, Revocable 15,860 10,000 5,860 (4)
Trust
Regina S. Terick, 15,860 10,000 5,860 (4)
Revocable Trust
Robert Hoffman 206,520 56,520 150,000 (4)
Homestead Partners- 3,135 3,135 0 -
Gerald A. Miner
Homestead Partners- 3,135 3,135 0 -
Carol A. Dines
Marshall P. Reich 91 91 0 -
------- ------- -------
Total 344,775 183,055 161,720
======= ======= =======
</TABLE>
(1) The number set forth in this column is the number of shares of
Common Stock held by each such Selling Stockholder and/or the
number of shares of Common Stock that would be received upon a
conversion, on a one-for-one basis, of OP Units held by each such
Selling Stockholder.
(2) Assumes that all Secondary Shares being registered hereunder are
sold, although no Selling Stockholders is obligated to sell any
such Secondary Shares.
(3) Based upon 27,936,016 shares of Common Stock outstanding as of
December 31, 1998.
(4) Less than one percent.
8
<PAGE>
PLAN OF DISTRIBUTION
This Prospectus relates to the possible offer and sale from time to
time of any Secondary Shares by the Selling Stockholders. We have registered the
Secondary Shares for resale to provide the Selling Stockholders with freely
tradeable securities. However, registration of the Secondary Shares does not
necessarily mean that the Selling Stockholders will offer or sell any of the
Secondary Shares. We will not receive any proceeds from the offering or sale of
Secondary Shares by the Selling Stockholders.
The Selling Stockholders may from time to time offer the Secondary
Shares in one or more transactions (which may involve block transactions) on the
NYSE or otherwise, in special offerings, exchange distributions or secondary
distributions pursuant to and in accordance with the rules of the NYSE, where
our Common Stock is listed for trading, in the over-the-counter market, in
negotiated transactions, through the writing of options on the Secondary Shares
(whether such options are listed on an options exchange or otherwise), or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices.
To the extent required at the time a particular offer of Secondary
Shares is made, a Prospectus Supplement will be distributed that will set forth
the names of any underwriters, dealers or agents and any commissions and other
terms constituting compensation from such Selling Stockholder and any other
required information.
The Selling Stockholders may effect such transactions by selling
Secondary Shares to or through broker-dealers or through other agents, and such
broker-dealers or agents may receive compensation in the form of commissions
from the Selling Stockholders, which will not exceed those customary in the
types of transactions involved, and/or the purchasers of Secondary Shares for
whom they may act as agent. The Selling Stockholders and any dealers or agents
that participate in the distribution of Secondary Shares may be deemed to be
"underwriters" within the meaning of the Securities Act and any profit on the
sale of Secondary Shares by them and any commissions received by any such
dealers or agents might be deemed to be underwriting commissions under the
Securities Act.
In the event of a "distribution" of the shares, the Selling
Stockholders, any selling broker-dealer or agent and any "affiliated purchasers"
may be subject to Rule 102 under the Exchange Act, which would prohibit, with
certain exceptions, any such person from bidding for or purchasing any security
which is the subject of such distribution until his participation in that
distribution is completed.
In order to comply with the securities laws of certain states, if
applicable, the issuance Secondary Shares may be sold only through registered or
licensed brokers or dealers.
LEGAL MATTERS
Rogers & Wells LLP, New York, New York will pass upon the legality of
the Secondary Shares.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996, and
the consolidated statements of income, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 1997, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
9
<PAGE>
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by us. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any jurisdiction where, or to any person to whom,
it is unlawful to make an offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that there has not been any change in our affairs since the date
hereof or that the information contained herein is correct or complete as of any
time subsequent to the date hereof.
---------------
TABLE OF CONTENTS
Page
Available Information...............................2
Incorporation of Certain Documents
by Reference........................................2
Cautionary Statements Concerning
Forward-Looking Information.........................3
The Company.........................................4
Use of Proceeds.....................................4
Description of Capital Stock........................4
Restrictions on Transfer of Capital Stock...........5
Selling Stockholders................................8
Plan of Distribution................................9
Legal Matters.......................................9
Experts.............................................9
---------------
183,055 Shares
Chateau Communities, Inc.
Common Stock
---------------
PROSPECTUS
---------------
___________, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with the issuance and distribution of the securities being
registered.
Registration Fee............................... $ 1,440.80
Printing or Copying Expenses................... 5,000
Legal Fees and Expenses........................ 20,000
Accounting Fees and Expenses................... 5,000
Miscellaneous.................................. 15,000
----------
Total................................................... $46,440.80
==========
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Charter limits the liability of our directors and officers to us
and our 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 our ability or the ability of our stockholders to obtain other
relief, such as an injunction or rescission.
Our Charter and By-Laws require (or permit, as the case may be) us to
indemnify our 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,
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 dishonesty, (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.
II-1
<PAGE>
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 16. EXHIBITS
Exhibit No. Description
3.1 Our Articles of Amendment and Restatement (1993)*
3.2 Our Articles of Amendment (1995)**
3.3 Our Articles of Amendment (1997)***
3.4 Our Amended and Restated By-Laws****
3.5 Amended and Restated Agreement of Limited Partnership of the Operating
Partnership*****
4.1 Form of Common Stock Certificates******
5.1 Opinion of Rogers & Wells LLP*******
23.1 Consent of Rogers & Wells LLP (included as part of Exhibit 5.1) *******
23.2 Consent of PricewaterhouseCoopers LLP*******
24 Power of Attorney (included on Page II-7)
* Incorporated by reference to the Exhibits filed with our Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1995,
filed with the Commission on August 10, 1995 (Commission File No.
1-12496)
** Incorporated by reference to the Exhibits filed with our Form S-8,
filed with the Commission on June 5, 1997 (Commission File No.
333-28583)
*** Incorporated by reference to the Exhibits filed with our Current
Report on Form 8-K, filed with the Commission on May 30, 1997
(Commission File No. 1-12496)
**** Incorporated by reference to the Exhibits filed with our Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 1997,
filed with the Commission on May 15, 1997 (Commission File No.
1-12496)
***** Incorporated by reference to the Exhibits filed with our Form S-4,
filed with the Commission on December 24, 1996 (Commission File No.
333-18807)
II-2
<PAGE>
****** Incorporated by reference to the Exhibits filed with our Registration
Statement on Form S-11 filed with the Commission on November 10, 1993
(Commission File No. 333-69150)
******* To be filed by amendment.
II-3
<PAGE>
Item 17. UNDERTAKINGS
(a) The undersigned 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:
(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 end 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
II-4
<PAGE>
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-5
<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 a filing on Form S-3 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 15th of
March, 1999.
CHATEAU COMMUNITIES, INC.
By: /s/ Tamara D. Fischer
--------------------------
Tamara D. Fischer
Chief Financial Officer
II-6
<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 stead, 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 therewith, 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 March 15, 1999
- ---------------------------
John A. Boll
/s/ Gary P. McDaniel Director and Chief Executive Officer March 15, 1999
- ---------------------------
Gary P. McDaniel (Principal Executive Officer)
/s/ C.G. Kellogg Director and President March 15, 1999
- ---------------------------
C.G. Kellogg
/s/ Tamara D. Fischer Chief Financial Officer (Principal Financial and March 15, 1999
- ---------------------------
Tamara D. Fischer Accounting Officer)
/s/ Edward R. Allen Director March 15, 1999
- ---------------------------
Edward R. Allen
/s/ James L. Clayton Director March 15, 1999
- ---------------------------
James L. Clayton
/s/ Steven G. Davis Director March 15, 1999
- ---------------------------
Steven G. Davis
/s/ James M. Hankins Director March 15, 1999
- ---------------------------
James M. Hankins
/s/ James M. Lane Director March 15, 1999
- ---------------------------
James M. Lane
/s/ Donald E. Miller Director March 15, 1999
- ---------------------------
Donald E. Miller
/s/ Gebran S. Anton, Jr. Director March 15, 1999
- ---------------------------
Gebran S. Anton, Jr.
/s/ Rhonda Hogan Director March 15, 1999
- ---------------------------
Rhonda Hogan
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Our Articles of Amendment and Restatement (1993)*
3.2 Our Articles of Amendment (1995)**
3.3 Our Articles of Amendment (1997)***
3.4 Our Amended and Restated By-Laws****
3.5 Amended and Restated Agreement of Limited Partnership of the Operating
Partnership*****
4.1 Form of Common Stock Certificates******
5.1 Opinion of Rogers & Wells LLP*******
23.1 Consent of Rogers & Wells LLP (included as part of Exhibit 5.1)*******
23.2 Consent of PricewaterhouseCoopers LLP*******
24 Power of Attorney (included on Page II-7)
* Incorporated by reference to the Exhibits filed with our Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1995,
filed with the Commission on August 10, 1995 (Commission File No.
1-12496)
** Incorporated by reference to the Exhibits filed with our Form S-8,
filed with the Commission on June 5, 1997 (Commission File No.
333-28583)
*** Incorporated by reference to the Exhibits filed with our Current
Report on Form 8-K, filed with the Commission on May 30, 1997
(Commission File No. 1-12496)
**** Incorporated by reference to the Exhibits filed with our Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 1997,
filed with the Commission on May 15, 1997 (Commission File No.
1-12496)
***** Incorporated by reference to the Exhibits filed with our Form S-4,
filed with the Commission on December 24, 1996 (Commission File No.
333-18807)
****** Incorporated by reference to the Exhibits filed with our Registration
Statement on Form S-11 filed with the Commission on November 10, 1993
(Commission File No. 333-69150)
******* To be filed by amendment.
