As filed with the Securities and Exchange Commission on February 14, 2000
Registration No. 333-43981
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHATEAU COMMUNITIES, INC. CP LIMITED PARTNERSHIP
(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.)
6160 South Syracuse Way
Greenwood Village, Colorado 80111
(303) 741-3707
(Address, including zip code, and telephone number, including area code, of
Registrants' principal executive offices)
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GARY P. MCDANIEL
Chief Executive Officer
6160 South Syracuse Way
Greenwood Village, 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.
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8000
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Approximate date of commencement of proposed sale to public: From time to
time or at one 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. [ ]
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The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
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
Preliminary Prospectus Dated February 14, 2000
PROSPECTUS
$125,000,000
CHATEAU COMMUNITIES, INC.
Guarantees
$125,000,000
CP LIMITED PARTNERSHIP
Debt Securities
We may from time to time offer in one or more series unsecured
non-convertible investment grade debt securities or other non-convertible debt
securities of CP Limited Partnership, a majority-owned subsidiary of Chateau
Communities, Inc., with an aggregate initial offering price which will not
exceed $125,000,000. We may also issue from time to time guarantees of Chateau
Communities, Inc. fully and unconditionally guaranteeing the debt securities
offered by CP Limited Partnership. We will determine when we sell securities,
the amounts of securities we will sell and the prices and other terms on which
we sell them.
We will describe in a prospectus supplement, which we will deliver with
this prospectus, the terms of particular securities which we offer in the
future. For debt securities to be offered by CP Limited Partnership, we will
include in each prospectus supplement the title, aggregate principal amount,
denominations, maturity, rate, if any (which may be fixed or variable), or
method of calculation thereof, time of payment of any interest, any terms for
redemption at the option of CP Limited Partnership, any terms for sinking fund
payments, rank, any guarantees of Chateau Communities, Inc., and the initial
offering price and any other terms in connection with the offering and sale of
such debt securities.
We may sell securities to or through underwriters, through agents or
directly to purchasers. If any underwriters or agents are involved in the sale
of any securities, we will include their names and any applicable purchase
price, fee, commission or discount arrangement between or among them in a
prospectus supplement.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is February __, 2000
<PAGE>
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 of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and as such may involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of Chateau Communities, Inc. or CP Limited
Partnership 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 these companies 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), 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 real estate investment trusts. These risks and
uncertainties should be considered in evaluating any forward-looking statements
contained or incorporated by reference in this prospectus.
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<PAGE>
THE COMPANY AND THE OPERATING PARTNERSHIP
The debt securities are being offered by CP Limited Partnership (the
"Operating Partnership"), which is the operating partnership of Chateau
Communities, Inc., a self-administered and self-managed equity real estate
investment trust (the "Company"). At February 9, 2000, the Operating Partnership
owned and operated 165 manufactured home communities (the "Properties") located
in 34 states, with an aggregate of 51,864 homesites. As of that date, the
Operating Partnership owned undeveloped land adjacent to existing communities
containing approximately 4,800 expansion sites zoned for manufactured housing.
At December 31, 1999, the total occupancy rate for the Operating Partnership's
homesites, including properties under development, was approximately 91.7%, and
the occupancy rate for the Operating Partnership's stabilized property portfolio
was approximately 93.2%. The Operating Partnership's portfolio is geographically
diversified, with significant concentrations in the southeastern and midwestern
United States, permitting economies of scale in property management operations.
The Operating Partnership's portfolio is also diversified by resident
orientation, with approximately 28% of the residential homesites in
adult-oriented communities and 72% of residential homesites in family-oriented
communities. The Operating Partnership also currently fee manages approximately
9,700 residential homesites in 44 communities, and conducts manufactured home
sales and brokerage activities through its taxable subsidiary, Community Sales,
Inc.
On February 11, 1997, the Company completed a strategic merger of equals
(the "Merger") with ROC Communities, Inc. ("ROC"), in which ROC merged with a
special-purpose merger subsidiary of the Company. As a result of the Merger, the
businesses of the Company and ROC were combined under a single unified
organization.
The Company conducts substantially all of its activities through the
Operating Partnership in which, as of September 30, 1999, it owned, directly and
through ROC (the other general partner of the Operating Partnership), an
approximate 89% general partner interest. As general partners of the Operating
Partnership, the Company and ROC have unilateral control and complete
responsibility for the management of the Operating Partnership and over each of
the Properties. The Company's Common Stock is listed on the New York Stock
Exchange under the Symbol "CPJ."
The Company's and the Operating Partnership's executive and principal
property management offices are located at 6160 South Syracuse Way, Greenwood
Village, Colorado 80111 and their telephone number is (303) 741-3707. The
Company and the Operating Partnership have regional property management offices
in Clinton Township, Michigan; Indianapolis, Indiana; Tampa, Florida; and
Atlanta, Georgia.
USE OF PROCEEDS
Except as otherwise provided in the applicable prospectus supplement, the
Company and the Operating Partnership intend to use the net proceeds from any
sale of the debt securities for working capital and for general corporate
purposes, which may include the repayment of indebtedness, the financing of
capital commitments and possible future acquisitions, expansions and development
of manufactured housing communities.
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RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Year Ended December 31,
Nine months ended -----------------------------------------------------
September 30, 1999 1998 1997 1996 1995 1994
------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings
to fixed charges.................. 2.30 2.09 1.94 2.24 2.12 3.47
</TABLE>
Ratio of earnings to fixed charges represents income before extraordinary
items plus fixed charges to fixed charges (principally interest and amortization
of deferred financing costs).
DESCRIPTION OF DEBT SECURITIES
The following sets forth certain general term and provisions of the
Indenture under which the debt securities are to be issued by the Operating
Partnership. The particular terms of the debt securities will be set forth in a
prospectus supplement relating to such debt securities.
The debt securities may be issued by the Operating Partnership, and will be
either (i) non-convertible investment grade debt securities or (ii)
non-convertible debt securities that are fully and unconditionally guaranteed
by, and are accompanied by guarantees of, the Company. The debt securities will
be issued pursuant to indentures (each an "Indenture") between the Operating
Partnership and First National Bank of Chicago (the "Trustee"). The form of each
Indenture has been filed as an exhibit to the Registration Statement of which
this prospectus is a part, subject to such amendments or supplements as may be
adopted from time to time and is available for inspection as described above
under "Available Information." Each Indenture will be dated as of a date on or
prior to the issuance of the debt securities to which it relates. The Indentures
are subject to, and governed by, the Trust Indenture Act of 1939, as amended
(the "TIA"). The statements made hereunder relating to the Indentures and the
debt securities to be issued thereunder are summaries of certain provisions
thereof, do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all provisions of the Indentures and the debt
securities.
General
The debt securities will be direct, unsecured obligations of the
Operating Partnership. Except for any series of debt securities which is
specifically subordinated to other indebtedness of the Operating Partnership,
the debt securities will rank equally with all other unsecured and
unsubordinated indebtedness of the Operating Partnership.
Section 301 of the Indenture provides that the debt securities may be
issued without limit as to aggregate principal amount, in one or more series, in
each case as established from time to time in or pursuant to authority granted
by the Company and ROC, as general partners of the Operating Partnership, or
indentures supplemental to the Indenture. Prior to the issuance of debt
securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (13) below), if
so provided, may be determined from time to time by the Operating Partnership
with respect to unissued debt securities of or within the series when issued
from time to time) and will be set forth in the prospectus supplement relating
to the series of debt securities:
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(1) the title of the debt securities of or within the series (which shall
distinguish the debt securities of such series from all other series in debt
securities);
(2) any limit upon the aggregate principal amount of the debt securities of
or within the series that may be authenticated and delivered under the
Indenture;
(3) the percentage of the principal amount at which the debt securities of
the series will be issued and, if other than the principal amount thereof, the
portion of the principal amount thereof payable upon declaration of acceleration
of maturity thereof;
(4) the date or dates, or the method by which such date or dates will be
determined, on which the principal of the debt securities of or within the
series shall be payable and the amount of principal payable thereon;
(5) the rate or rates at which the debt securities of or within the series
shall bear interest, if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue or the
method by which such date or dates shall be determined, the Interest Payment
Dates on which such interest will be payable and the Regular Record Date, if
any, for the interest payable on any debt security on any Interest Payment Date,
or the method by which such date shall be determined, and the basis upon which
interest shall be calculated if other than that of a 360-day year consisting of
twelve 30-day months;
(6) the place or places, if any other than or in addition to the Borough of
Manhattan, the City of New York or the City of Chicago, where the principal of
(and premium or Make-Whole Amount, if any) and interest, if any, on debt
securities of or within the series may be surrendered for registration of
transfer or exchange and notices or demands to or upon the Operating Partnership
in respect of the debt securities of or within the series and the Indenture may
be served;
(7) the period or periods within which, the price or prices (including the
premium or Make-Whole Amount, if any) at which, and other terms and conditions
upon which debt securities of or within the series may be redeemed in whole or
in part, at the option of the Operating Partnership, if the Operating
Partnership is to have the option;
(8) the obligation, if any, of the Operating Partnership to redeem, repay
or purchase debt securities of or within the series pursuant to any sinking fund
or analogous provision or at the option of a Holder thereof, and the period or
periods within which or the date or dates on which, the price or prices at
which, and other terms and conditions upon which debt securities of or within
the series shall be redeemed, repaid or purchased, in whole or in part, pursuant
to such obligation;
(9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which any debt securities of or within the series
shall be issuable;
(10) if other than the Trustee, the identity of each Security Registrar
and/or Paying Agent;
(11) if other than the principal amount thereof, the portion of the
principal amount of debt securities of or within the series that shall be
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 502 of the Indenture or the method by which such portion shall be
determined;
(12) whether the amount of payments of principal of (and premium or
Make-Whole Amount, if any) or interest, if any, on the debt securities of or
within the series may be determined with reference to an index, formula or other
method (which index, formula or method may be based, without limitation, on one
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or more currencies, currency units, composite currencies, commodities, equity
indices or other indices), and the manner in which such amounts shall be
determined;
(13) provisions, if any, granting special rights to the Holder of debt
securities of or within the series upon the occurrence of such events as may be
specified;
(14) any deletions from, modifications of or additions to the Events of
Default or covenants of the Operating Partnership with respect to debt
securities of or within the series, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants set forth in
the Indenture;
(15) whether any debt securities of or within the series are to be issuable
initially in temporary global form and whether any debt securities of or within
the series are to be issuable in permanent global form and, if so, whether
beneficial owners of interests in any such permanent global debt security may
exchange such interests for debt securities of such series and of like tenor of
any authorized form and denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided in Section 305 of the
Indenture, and, if debt securities of or within the series are to be issuable as
a global debt security, the identity of the depositary for such series;
(16) the date as of which any temporary global debt security representing
Outstanding Securities of or within the series shall be dated if other than the
date of original issuance of the first debt security of the series to be issued;
(17) the Person to whom any interest on any debt security of the series
shall be payable, if other than the Person in whose name that debt security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, and the extent to which, or the
manner in which, any interest payable on a temporary global debt security on an
Interest Payment Date will be paid if other than in the manner provided in
Section 304 of the Indenture;
(18) the applicability, if any, of Sections 1402 and/or 1403 of the
Indenture to the debt securities of or within the series and any provisions in
modification of, in addition to or in lieu of any of the provisions of Article
Fourteen;
(19) if the debt securities of such series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary debt security
of such series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form and/or terms of such
certificates, documents or conditions;
(20) if the debt securities of or within the series are to be issued upon
the exercise of debt warrants, the time, manner and place for such debt
securities to be authenticated and delivered;
(21) the extent to which the debt securities of or within the series are
subordinated to other indebtedness; and
(22) any other terms of the debt securities of or within the series or of
any guarantees issued concurrently with such debt securities not inconsistent
with the provisions of the applicable Indenture.
All debt securities of any one series shall be substantially identical,
except, in the case of debt securities issued in global form, as to denomination
and except as may otherwise be provided in or pursuant to such resolution of the
Board of Directors or in any indenture supplemental to the Indenture. All debt
securities of any one series need not be issued at the same time and unless
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otherwise provided, a series may be reopened, without the consent of the
Holders, for issuances of additional debt securities of such series.
Consolidation, Merger, Sale, Lease Or Conveyance
The Operating Partnership may consolidate with, or sell, lease or convey
all or substantially all of its assets to, or merge with or into any other
entity, provided that in any such case, (i) either the Operating Partnership
shall be the continuing entity, or the successor entity (if any other than the
Operating Partnership) shall be an entity organized and existing under the laws
of the United States of America or a State thereof and such successor entity
shall expressly assume the due and punctual payment of the principal of and any
interest (including all Additional Amounts, if any) on all of the debt
securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of the Indenture to be
performed by the Operating Partnership by supplemental indenture, satisfactory
to the Trustee, executed and delivered to the Trustee by such entity and (ii)
immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Operating Partnership or any
Subsidiary as a result thereof as having been incurred by the Operating
Partnership or such Subsidiary at the time of such transaction, no Event of
Default (as defined below), and no event which, after notice or the lapse of
time, or both, would become an Event of Default, shall have occurred and be
continuing and (iii) an Officers' Certificate and an Opinion of Counsel covering
such conditions shall be delivered to the Trustee.
Certain Covenants
Existence. Except as permitted under "Consolidation, Merger, Sale, Lease or
Conveyance," the Operating Partnership will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence, rights
and franchises; provided, however, that Operating Partnership shall not be
required to preserve any right or franchise if it determines that the
preservation thereof is no longer desirable in the conduct of the business of
the Operating Partnership, and that the loss thereof is not disadvantageous in
any material respect to the Holders.
Payment of Taxes and Other Claims. The Operating Partnership, will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Operating Partnership or any Subsidiary or upon the income,
profits or property of the Operating Partnership or any Subsidiary, and (ii) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Operating Partnership or any Subsidiary;
provided, however, that the Operating Partnership shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings.
Additional Covenants. Reference is made to the applicable prospectus
supplement for information with respect to any additional covenants specific to
a particular series of debt securities.
Events Of Default, Notice And Waiver
Each Indenture provides that the following events are "Events of Default"
with respect to any series of debt securities issued thereunder: (i) default for
30 days in the payment of any installment of interest or Additional Amounts on
any debt security of such series; (ii) default in the payment of the principal
of (or premium, if any, on) any debt security of such series at its maturity;
(iii) default in making any sinking fund payment as required for any debt
security of such series; (iv) default in the performance of any other covenant
or warranty of the Issuer contained in the applicable Indenture (other than a
covenant added to such Indenture solely for the benefit of a series of debt
securities issued thereunder other than such series), such default having
continued for 60 days after written notice as provided in such Indenture; (v)
default in the payment of an aggregate principal amount exceeding a specified
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dollar amount of any evidence of indebtedness (including a default with respect
to debt securities of any series other than that series) of the Issuer (or by
any Subsidiary, the repayment of which the Issuer has guaranteed or for which
the Issuer is directly responsible or liable as obligor or guarantor) or any
mortgage, indenture or other instrument under which such indebtedness is issued
or by which such indebtedness is secured, such default having occurred after the
expiration of any applicable grace period and having resulted in the
acceleration of the maturity of such indebtedness, but only if such indebtedness
is not discharged or such acceleration is not rescinded or annulled; (vi)
certain events of bankruptcy, insolvency or reorganization, or court appointment
of a receiver, liquidator or trustee of the Issuer or any Significant Subsidiary
(as hereinafter defined) or any of their respective property; and (vii) any
other Event of Default provided with respect to a particular series of debt
securities. The term "Significant Subsidiary" means each significant subsidiary
(as defined in Regulation S-X promulgated under the Securities Act) of the
Issuer.
If an Event of Default under the Indentures with respect to debt securities
of any series at the time outstanding occurs and is continuing, then in every
such case the applicable Trustee or the holders of not less than 25% in
principal amount of the outstanding debt securities of that series may declare
the principal amount (or, if the debt securities of that series are Original
Issue Discount Securities or indexed securities, such portion of the principal
amount as may be specified in the terms thereof) of all of the debt securities
of that series to be due and payable immediately by written notice thereof to
the Issuer (and to the applicable Trustee if given by the holders). However, at
any time after such a declaration of acceleration with respect to debt
securities of such series (or of all debt securities then outstanding under the
applicable Indenture, as the case may be) has been made, but before a judgment
or decree for payment of the money due has been obtained by the applicable
Trustee, the holders of not less than a majority in principal amount of
outstanding debt securities of such series (or of all debt securities then
outstanding under the applicable Indenture, as the case may be) may rescind and
annul such declaration and its consequences if (i) the Issuer shall have
deposited with the applicable Trustee all required payments of the principal of
(and premium, if any) and interest, if any, on the debt securities of such
series (or of all debt securities then outstanding under the applicable
Indenture, as the case may be), plus certain fees, expenses, disbursements and
advances of the applicable Trustee and (ii) all events of default, other than
the non-payment of accelerated principal (or specified portion thereof), or
premium (if any) or interest on the debt securities of such series (or of all
debt securities then outstanding under the applicable Indenture, as the case may
be) have been cured or waived as provided in the applicable Indenture. Each
Indenture also provides that the holders of not less than a majority in
principal amount of the outstanding debt securities of any series (or of all
debt securities then outstanding under the applicable Indenture, as the case may
be) may waive any past default with respect to such series and its consequences,
except a default (i) in the payment of the principal of (or premium, if any) or
interest, if any, on any debt security of such series or (ii) in respect of a
covenant or provision contained in the applicable Indenture that cannot be
modified or amended without the consent of the holder of each outstanding debt
security affected thereby.
The Trustee is required to give notice to the Holders of the debt
securities within 90 days of a default under the Indenture; provided, however,
that the Trustee may withhold such notice (except a default in the payment of
the principal of (or the Make-Whole Amount, if any) or interest on any debt
securities of any series or in the payment of any sinking fund installment with
respect to debt securities of such series if the Responsible Officers of the
Trustee in good faith consider such withholding to be in the interest of such
Holders of the debt securities; and provided further that in the case of any
default or breach of the character specified in Section 501(iv) of the Indenture
with respect to the debt securities, no such notice to Holders shall be given
until at least 60 days after the occurrence thereof.
The Indenture provides that no Holders of the debt securities may institute
any proceedings, judicial or otherwise, with respect to the Indenture or for any
remedy thereunder, unless (i) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to the Securities of
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that series; (ii) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder; (iii) such Holder or Holders have offered to the
Trustee indemnity reasonably satisfactory to the Trustee against the costs,
expenses and liabilities to be incurred in compliance with such request; (iv)
the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and (v) no direction
inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of that series; it being understood and intended that no
one or more of such Holders shall have any right in any manner whatsoever by
virtue of, or by availing to, any provision of the Indenture to affect, disturb
or prejudice the rights of any other of such Holders, to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under the Indenture, except in the manner herein provided and for the
equal and ratable benefit of all such Holders.
Modification of the Indenture
Modifications and amendments of the Indenture may be made with the consent
of the Holders of not less than a majority in principal amount of all
Outstanding debt securities which are affected by such modification or
amendment; provided, however, that no such modification or amendment may,
without the consent of the Holder of each such Note affected thereby, (a) change
the Stated Maturity of the principal of (or the Make-Whole Amount, if any), or
any interest on, any such debt security; (b) reduce the principal amount of, or
the rate or amount of interest on, or any Make-Whole Amount payable on
redemption of, any such debt security; (c) change the Place of Payment, or the
coin or currency, for payment of principal of (or the Make-Whole Amount, if any)
or interest on, any such debt security; (d) impair the right to institute suit
for the enforcement of any payment on or with respect to any such debt security
on or after the Stated Maturity thereof; (e) reduce the percentage of
Outstanding debt securities of any series necessary to modify or amend the
Indenture, to waive compliance with certain provisions thereof or certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture; or (f) modify any of the foregoing
provisions or any of the provisions relating to the waiver of certain past
defaults or certain covenants, except to increase the required percentage to
effect such action or to provide that certain other provisions may not be
modified or waived without the consent of the Holder of such Note.
The Holders of not less than a majority in principal amount of Outstanding
debt securities have the right to waive compliance by the Operating Partnership
with certain covenants in the Indenture.
The Indenture also contains provisions permitting the Operating Partnership
and the Trustee, without the consent of any Holders of the debt securities, to
enter into supplemental indentures, in form satisfactory to the Trustee, for any
of the following purposes: (i) to evidence the succession of another Person to
the Operating Partnership and the assumption by any such successor of the
covenants of the Operating Partnership contained in the Indenture and in the
debt securities; (ii) to add to the covenants of the Operating Partnership for
the benefit of the Holders of all or any series of debt securities (and if such
covenants are to be for the benefit of less than all series of debt securities,
stating that such covenants are expressly being included solely for the benefit
of such series) or to surrender any right or power herein conferred upon the
Operating Partnership; (iii) to add any additional Events of Default for the
benefit of the Holders of all or any series of debt securities (and if such
Events of Default are to be for the benefit of less than all series of debt
securities, stating that such Events of Default are expressly being included
solely for the benefit of such series); provided, however, that in respect of
any such additional Events of Default such supplemental indenture may provide
for a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies available to
the Trustee upon such default or may limit the right of the Holders of a
majority in aggregate principal amount of that or those series of debt
9
<PAGE>
securities to which such additional Events of Default apply to waive such
default; (iv) to add to or change any of the provisions of the Indenture to
provide that Bearer debt securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal of or any
premium or interest on Bearer Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit Bearer Securities to be
issued in exchange for Bearer Securities of other authorized denominations or to
permit or facilitate the issuance of debt securities in uncertificated form;
provided that any such action shall not adversely affect the interests of the
Holders of debt securities of any series or any related coupons in any material
respect; (v) to change or eliminate any of the provisions of the Indenture;
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;
(vi) to secure the debt securities; (vii) to establish the form or terms of debt
securities of any series as permitted by the Indenture; (viii) to evidence and
provide for the acceptance of appointment under the Indenture by a successor
Trustee with respect to the debt securities of one or more series and to add to
or change any of the provisions of the Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee; (ix) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions
arising under the Indenture which shall not be inconsistent with the provisions
of the Indenture; provided such provisions shall not adversely affect the
interests of the Holders of debt securities of any series or any related coupons
in any material respect; or (x) to supplement any of the provisions of the
Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of debt securities pursuant to Sections
401, 1402 and 1403 of the Indenture; provided that any such action shall not
adversely affect the interests of the Holders of debt securities of such series
and any related coupons or any other series of debt securities in any material
respect.
Discharge, Defeasance and Covenant Defeasance
Unless otherwise provided in the prospectus supplement, the Operating
Partnership may discharge certain obligations to Holders of debt securities that
have not already been delivered to the Trustee for cancellation and that either
have become due and payable or will become due and payable within one year (or
scheduled for redemption within one year) by irrevocably depositing with the
Trustee, in trust, funds in an amount sufficient to pay the entire indebtedness
on such debt securities in respect of principal and interest to the date of such
deposit (if such debt securities have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be.
The Indenture provides that, unless otherwise provided in the prospectus
supplement, the Operating Partnership may elect either (a) to defease and be
discharged from any and all obligations with respect to the debt securities
(except for the obligations to register the transfer or exchange of the debt
securities, to replace temporary or mutilated, destroyed, lost or stolen debt
securities, to maintain an office or agency in respect of the debt securities
and to hold moneys for payment in trust ("Defeasance") or (b) to be released
from its obligations with respect to the debt securities under provisions of the
Indenture described under "Certain Covenants," and its obligations with respect
to any other covenant, and any omission to comply with such obligations shall
not constitute a default or an Event or Default with respect to the debt
securities ("Covenant Defeasance"), in either case upon the irrevocable deposit
by the Operating Partnership with the Trustee, in trust, of cash or Government
Obligations (as deemed below), or both, which through the scheduled payment of
principal and interest in accordance with their terms will provide money in an
amount sufficient to pay the principal of and interest on the debt securities on
the scheduled due dates therefor.
Such a trust may only be established if, among other things, the Operating
Partnership has delivered to the Trustee an Opinion of Counsel (as specified in
the Indenture) to the effect that the Holders of the debt securities will not
recognize income, gain or loss for United States Federal income tax purposes as
10
<PAGE>
a result of such defeasance or covenant defeasance and will be subject to United
States Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance or covenant defeasance
had not occurred, and such Opinion of Counsel, in the case of defeasance, must
refer to and be based upon a ruling of the Internal Revenue Service (the "IRS")
or a change in applicable United States Federal income tax laws occurring after
the date of the Indenture.
"Government Obligations" means securities which are (i) direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.
In the event the Operating Partnership effects covenant defeasance and the
debt securities are declared due and payable because of the occurrence of any
Event of Default other than an Event of Default with respect to provisions of
the Indenture which as a result of such covenant defeasance would no longer be
applicable to the debt securities, the cash and Government Obligations on
deposit with the Trustee will be sufficient to pay amounts due on the debt
securities at the time of their Stated Maturity but may not be sufficient to pay
amounts due on the debt securities at the time of the acceleration resulting
from such Event of Default. However, the Operating Partnership would remain
liable to make payment of such amounts due at the time of acceleration.
The applicable prospectus supplement may further describe the provisions,
if any, permitting such defeasance or covenant defeasance, including any
modifications to the provisions described above, with respect to the debt
securities of a particular series.
Guarantees
If the Operating Partnership issues any debt securities that are rated
below investment grade at the time of issuance, the Company will fully and
unconditionally guarantee, on a senior or subordinated basis, the due and
punctual payment of principal of or premium, if any, and interest on such debt
securities, and the due and punctual payment of any sinking fund payments
thereon, when and as the same shall become due and payable, whether at a
maturity date, by declaration of acceleration, call for redemption or otherwise.
The applicability and terms of any such guarantees relating to a series of debt
securities will be set forth in the prospectus supplement relating to such debt
securities.
11
<PAGE>
PLAN OF DISTRIBUTION
The Operating Partnership may issue the debt securities, which may or may
not be guaranteed by the Company, through underwriters or dealers, directly to
one or more purchasers (including executive officers of the Company, Operating
Partnership or other persons that may be deemed affiliates of the Company,
Operating Partnership), through agents or through a combination of any such
methods of sale.
The distribution of the debt securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of the sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of the debt securities, underwriters or agents
may receive compensation from the Company or the Operating Partnership or from
purchasers of the debt securities, for whom they may act as agents in the form
of discounts, concessions or commissions. Underwriters may sell the debt
securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents. Underwriters,
dealers and agents that participate in the distribution of the debt securities
may be deemed to be underwriters under the Securities Act, and any discounts or
commissions they receive from the Company or the Operating Partnership and any
profit on the resale of the debt securities they realize may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation received from
the Company or the Operating Partnership will be described, in the applicable
prospectus supplement.
Unless otherwise specified in the applicable prospectus supplement, each
series of the debt securities will be a new issue with no established trading
market. The Operating Partnership may elect to list any series of debt
securities on an exchange, but is not obligated to do so. It is possible that
one or more underwriters may make a market in a series of the debt securities,
but will not be obligated to do so and may discontinue any market making at any
time without notice. Therefore, no assurance can be given as to the liquidity
of, or the trading market for, the debt securities.
Under agreements into which the Company or the Operating Partnership may
enter, underwriters, dealers and agents who participate in the distribution of
the debt securities may be entitled to indemnification by the Company or the
Operating Partnership, as the case may be, against certain liabilities,
including liabilities under the Securities Act.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, or be tenants of, the Company or the Operating Partnership
in the ordinary course of business.
In order to comply with the securities laws of certain states, if
applicable, the debt securities will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
debt securities may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for the
Company and the Operating Partnership by Clifford Chance Rogers & Wells LLP, New
York, New York.
EXPERTS
The consolidated balance sheets as of December 31, 1998 and 1997, and the
consolidated statements of income, stockholders' equity and cash flows for each
12
<PAGE>
of the three years in the period ended December 31, 1998, incorporated by
reference in this Registration Statement, have been incorporated herein in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given the authority of that firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the Securities and
Exchange Commission (the "SEC") relating to the securities offered hereby. This
prospectus does not contain all of the information set forth in the registration
statement and the exhibits and schedules to the registration statement.
Statements contained in this prospectus as to the contents of any contract or
other document referred to are not necessarily complete and in each instance we
refer you to the copy of the contract or other document filed as an exhibit to
the registration statement, each such statement being qualified in all respects
by such reference.
For further information with respect to Chateau Communities, Inc. and CP
Limited Partnership and the securities offered by this prospectus, we refer you
to the registration statement, exhibits and schedules. A copy of the
registration statement may be inspected by anyone without charge at the public
reference facilities maintained by the SEC in Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; the Chicago Regional Office, Suite 1400, 500 West
Madison Street, Citicorp Center, Chicago, Illinois 60661; and the New York
Regional Office, Suite 1300, 7 World Trade Center, New York, New York 10048.
Copies of all or any part of the registration statement may be obtained from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, upon payment of the prescribed fees. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The registration statement is also available through the SEC's Web site at the
following address: http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus and information we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made by us with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, until the sale of all of the securities that are part of this offering.
The documents we are incorporating by reference are as follows:
Chateau Communities, Inc. (File Number 1-12496)
-----------------------------------------------
1. Chateau Communities, Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1998; and
2. Chateau Communities, Inc.'s Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1999; June 30, 1999 and September 30,
1999.
CP Limited Partnership (File Number 33-85492)
---------------------------------------------
1. CP Limited Partnership's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998; and
2. CP Limited Partnership's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1999; June 30, 1999 and September 30, 1999.
13
<PAGE>
Whenever after the date of this prospectus we file reports or documents on
behalf of Chateau Communities, Inc. or CP Limited Partnership under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
those reports and documents will be deemed to be part of this prospectus from
the time they are filed. If anything in a report or document we file after the
date of this prospectus changes anything in it, this prospectus will be deemed
to be changed by that subsequently filed report or document beginning on the
date the report or document is filed.
We will provide to each person to whom a copy of this prospectus is
delivered a copy of any or all of the information that has been incorporated by
references in this prospectus, but not delivered with this prospectus. We will
provide this information at no cost to the requestor upon written or oral
request addressed to Chateau Communities, Inc., 6160 South Syracuse Way,
Greenwood Village, Colorado 80111 (Telephone 303-741-3707).
14
<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............................................ $ 36,875
Printing or Copying Expenses................................ 50,000
Legal Fees and Expenses..................................... 75,000
Accounting Fees and Expenses................................ 25,000
Miscellaneous............................................... 10,000
Total....................................................... $196,875
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Charter limits the liability of the Company's directors and
officers to the Company and its 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 the ability of the Company or its stockholders to obtain other
relief, such as an injunction or rescission.
The Charter and By-Laws require (or permit, as the case may be) the Company
to indemnify its 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.
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
II-1
<PAGE>
liabilities arising under the Securities Act is against public policy and is
unenforceable pursuant to Section 14 of the Securities Act.
The partnership agreement of the Operating Partnership also provides for
indemnification of the Company and its officers and directors and for the
reimbursement of the Company to the extent it is required to provide
indemnification of its directors to the extent provided in the partnership
agreement. The partnership agreement also limits the liability of the Company
and its officers and directors to the Operating Partnership and its partners to
the extent provided.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors and officers of the Operating Partnership pursuant
to the foregoing provisions or otherwise, the Operating Partnership has been
advised that, although the validity and scope of the governing statute have not
been tested in court, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In addition, indemnification may be limited by
state securities laws.
Item 16. EXHIBITS
Exhibit No. Description
- - ----------- -----------
1* Form of Underwriting Agreement (for debt securities)
3.1+ Articles of Amendment and Restatement of Chateau
Communities, Inc.
3.2+++++ Articles of Amendment of Chateau Communities, Inc. (1995)
3.3++ Articles of Amendment of Chateau Communities, Inc. (1997)
3.4+++ Amended and Restated By-Laws of Chateau Communities, Inc.
3.5++++ Amended and Restated Agreement of Limited Partnership of the
CP Limited Partnership
4.1++++++ Form of Indenture of the CP Limited Partnership
4.2* Form of Guaranty Agreement
5.1 Opinion of Clifford Chance Rogers & Wells LLP
12 Statement of Computation of Ratio of Earnings to Fixed
Charges
23.1 Consent of Clifford Chance Rogers & Wells LLP with regard to
its opinion included as Exhibit 5.1 (included as part of
Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24++++++ Power of Attorney
25+++++++ Statement of Eligibility of Trustee on Form T-1
- - ------------------
II-2
<PAGE>
* To be filed by post-effective amendment to this
Registration Statement or pursuant to a Form 8-K to be
filed after effectiveness by Chateau Communities, Inc.
+ Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1995 filed with the SEC
on August 10, 1995
++ Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Current Report on Form 8-K, filed
with the SEC on May 30, 1997
+++ Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1997, filed with the
SEC on May 15, 1997
++++ Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form S-4, filed with the SEC on
December 24, 1996
+++++ Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form S-8, filed with the SEC on
June 5, 1997
++++++ Previously filed with our Registration Statement on Form S-3
filed with the SEC on January 9, 1998
+++++++ Previously filed with the SEC by the Operating Partnership
on December 9, 1997, under the Trust Indenture Act of 1939,
as amended.
Item 17. UNDERTAKINGS
(a) Each of the undersigned registrants hereby undertake:
(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 and 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.
II-3
<PAGE>
(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.
(a) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' 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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have 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 registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrants 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-4
<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
Pre-Effective Amendment No. 1 to the Registration Statement to be signed on
their respective behalf by the undersigned, thereunto duly authorized, in the
City of Greenwood Village, State of Colorado, on this 14th day of February,
2000.
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
Chief Financial Officer
II-5
<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the 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 February 14, 2000
- - ---------------------------
John A. Boll
/s/ Gary P. McDaniel* Director and Chief Executive Officer February 14, 2000
- - --------------------------- (Principal Executive Officer)
Gary P. McDaniel
/s/ C.G. Kellogg* Director and President February 14, 2000
- - ---------------------------
C.G. Kellogg
/s/ Tamara D. Fischer Chief Financial Officer (Principal Financial February 14, 2000
- - --------------------------- Accounting Officer)
Tamara D. Fischer
/s/ Edward R. Allen* Director February 14, 2000
- - ---------------------------
Edward R. Allen
/s/ Gebran S. Anton, Jr.* Director February 14, 2000
- - ---------------------------
Gebran S. Anton, Jr.
/s/ James l. Clayton* Director February 14, 2000
- - ---------------------------
James L. Clayton
/s/ Steven G. Davis* Director February 14, 2000
- - ---------------------------
Steven G. Davis
/s/ James M. Hankins* Director February 14, 2000
- - ---------------------------
James M. Hankins
/s/ James M. Lane* Director February 14, 2000
- - ---------------------------
James M. Lane
/s/ Donald E. Miller* Director February 14, 2000
- - ---------------------------
Donald E. Miller
/s/ Rhonda G. Hogan* Director February 14, 2000
- - ---------------------------
Rhonda G. Hogan
</TABLE>
* by: Tamara D. Fischer,
Attorney-In-Fact
II-6
<PAGE>
Exhibit Index
Exhibit No. Description
- - ----------- -----------
1* Form of Underwriting Agreement (for debt securities)
3.1+ Articles of Amendment and Restatement of Chateau
Communities, Inc.
3.2+++++ Articles of Amendment of Chateau Communities, Inc. (1995)
3.3++ Articles of Amendment of Chateau Communities, Inc. (1997)
3.4+++ Amended and Restated By-Laws of Chateau Communities, Inc.
3.5++++ Amended and Restated Agreement of Limited Partnership of the
CP Limited Partnership
4.1++++++ Form of Indenture of the CP Limited Partnership
4.2* Form of Guaranty Agreement
5.1 Opinion of Clifford Chance Rogers & Wells LLP
12 Statement of Computation of Ratio of Earnings to Fixed
Charges
23.1 Consent of Clifford Chance Rogers & Wells LLP with regard to
its opinion included as Exhibit
5.1 (included as part of Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24++++++ Power of Attorney
25+++++++ Statement of Eligibility of Trustee on Form T-1
- - ------------------
* To be filed by post-effective amendment to this
Registration Statement or pursuant to a Form 8-K to be
filed after effectiveness by Chateau Communities, Inc.
+ Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1995 filed with the SEC
on August 10, 1995
++ Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Current Report on Form 8-K, filed
with the SEC on May 30, 1997
+++ Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1997, filed with the
SEC on May 15, 1997
<PAGE>
++++ Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form S-4, filed with the SEC on
December 24, 1996
+++++ Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form S-8, filed with the SEC on
June 5, 1997
++++++ Previously filed with our Registration Statement on Form S-3
filed with the SEC on January 9, 1998
+++++++ Previously filed with the SEC by the Operating Partnership
on December 9, 1997, under the Trust Indenture Act of 1939,
as amended.
EXHIBIT 5.1
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, NY 10166
February 14, 2000
Chateau Communities, Inc.
CP Limited Partnership
6160 South Syracuse Way
Greenwood Village, 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 and a majority-owned subsidiary of the Company (the "Operating
Partnership"), in connection with the preparation and filing of the Company's
and the Partnership's Registration Statement on Form S-3 (Registration Number
333-43981) (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 by the Partnership
of up to $125,000,000 aggregate initial offering price of debt securities (the
"Debt Securities") which may be fully guaranteed by unconditional 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 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.
The Debt Securities will be issued from time to time pursuant to an indenture in
substantially the form included as an exhibit to the Registration Statement (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.
In rendering the opinions expressed herein, we have examined the Registration
Statement, the Indenture, the Company's Articles of Amendment and Restatement
(the "Charter") and Bylaws, the Partnership's Amended and Restated Agreement of
Limited Partnership (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.
<PAGE>
Chateau Communities, Inc. Page 2
CP Limited Partnership
February 14, 1999
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. Assuming approval of the Indenture by all necessary Board Action,
execution and delivery by the Partnership in accordance with such
Board Action and due authorization, execution and delivery by the
Trustee, the Indenture constitutes a valid and binding obligation of
the Partnership.
2. When the 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 and 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 Registration Statement has become effective under the
Securities Act and 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 and as contemplated by the Registration Statement, the
<PAGE>
Chateau Communities, Inc. Page 3
CP Limited Partnership
February 14, 1999
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 the Maryland General Corporation Law and
the Maryland Revised Uniform Limited Partnership Act.
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. In giving this consent,
we do not concede that we are within the category of persons whose consent is
required under the Securities Act or rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
Clifford Chance Rogers & Wells LLP
EXHIBIT 12
CP LIMITED PARTNERSHIP
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
For the Quarter For the Year For the Year For the Year For the Year For the Year
Ended Ended Ended Ended Ended Ended
Sept. 30, 1999 Dec. 31, 1998 Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1995 Dec. 31, 1994
-------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Income before
extraordinary
charges $31,362 $34,486 $24,688 $16,100 $13,979 $14,897
Fixed charges $24,080 $31,769 $26,269 $13,000 $12,488 $ 6,027
------ ------ ------ ------ ------ ------
$55,442 $66,255 $50,957 $29,100 $26,467 $20,924
====== ====== ====== ====== ====== ======
Fixed charges:
Interest expense $23,132 $30,523 $25,438 $12,525 $11,914 $ 5,560
Amortization of
deferred
financing costs $ 575 $ 764 $ 480 $ 437 $ 538 $ 436
Interest factor
on rental
expense (1) $ 373 $ 482 $ 351 $ 38 $ 36 $ 31
------ ------ ------ ------ ------ ------
$24,080 $31,769 $26,269 $13,000 $12,488 $ 6,027
====== ====== ====== ====== ====== ======
Ratio of earnings
to fixed charges 2.30 2.09 1.94 2.24 2.12 3.47
====== ====== ====== ====== ====== ======
</TABLE>
(1) Amount represents one third of all rental expense (the proportion
deemed representative of the interest factor).
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 (File No. 333-43981) of our report dated February 8, 1999
relating to the consolidated financial statements and financial statement
schedule, which appears in Chateau Communities, Inc. and CP Limited Partnership
Annual Report on Form 10-K for the year ended December 31, 1998. We also consent
to the reference to us under the heading "Experts" in such Registration
Statement.
PricewaterhouseCoopers LLP
Denver, Colorado
February 14, 2000
