<PAGE>
As filed with the Securities and Exchange Commission on June 13, 2000
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.)
6160 South Syracuse Way
Greenwood Village, Colorado 80111
(303) 741-3707
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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)
Copies to:
Jay L. Bernstein, Esq.
Clifford Chance 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. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Class of Securities Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
Being Registered Registered Offering Price Per Share Offering Price Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 587,066 $26.90625 (a) $15,795,744.56 $4170.08
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 June 12, 2000.
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 with 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 June 13, 2000
PROSPECTUS
----------
587,066 Shares
CHATEAU COMMUNITIES, INC.
Common Stock
This Prospectus relates to the offer and sale from time to time of up to 587,066
shares of our Common Stock by the stockholder listed below under "Selling
Stockholders." We may issue the 587,066 shares of our Common Stock to the
selling stockholders in exchange for their 587,066 units of limited partner
interest in CP Limited Partnership, our operating 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 June 12, 2000, the closing
price of our shares of Common Stock on the New York Stock Exchange was $26.8125.
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 or determined that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
____________________________
The date of this Prospectus is June __, 2000.
The information in this Prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the Registration
Statement filed with Securities and Exchange Commission is 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 the offer or sale is not
permitted.
<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 (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and as such may involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements 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 our operations and future
prospects 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.
<PAGE>
THE COMPANY
We are a self-administered and self-managed equity real estate investment
trust and one of the largest owners/managers of manufactured home communities in
the United States. At March 31, 2000, we owned and operated 165 manufactured
home communities (the "Properties") located in 28 states, with an aggregate of
51,862 homesites. At March 31, 2000, the total occupancy rate for our homesites,
including properties under development, was approximately 91.3%, and the
occupancy rate for our stabilized property portfolio was approximately 93.1%. In
addition, we currently fee manage approximately 9,700 residential homesites in
44 communities in 16 states, and conduct manufactured home sales and brokerage
activities through our taxable subsidiary, Community Sales, Inc.
We conduct substantially all of our activities through CP Limited
Partnership, a Maryland limited partnership (the "Operating Partnership"). At
March 31, 2000, 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 6160 South Syracuse Way, Greenwood
Village, 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; and Atlanta, Georgia.
USE OF PROCEEDS
We will not receive any of the proceeds of sales of the shares of our
common stock by the selling stockholders (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 March 31, 2000, 28,427,241 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, 1999, 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,
1999, we had reserved for issuance up to 2,100,000 shares of Common Stock. In
addition, we have reserved for issuance 3,700,000 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
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
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<PAGE>
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, merger, 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.
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<PAGE>
Because our Board of Directors believes it is essential for us to continue
to qualify as a real estate investment trust, 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 real estate investment trust.
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.
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<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 real estate investment
trust, 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.
SELLING STOCKHOLDERS
The shares of Common Stock offered by this Prospectus (the "Secondary
Shares") may be offered from time to time by the Selling Stockholders named
below. The following table sets forth the name of the Selling Stockholders, the
number of shares of Common Stock beneficially owned by the Selling Stockholders,
the number of Secondary Shares offered by the Selling Stockholders and the
number and percentage of shares of Common Stock beneficially owned by the
Selling Stockholders 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>
Number of Common Stock Owned After
--------- ------------------------
Shares of Offering
--------- --------
Common Stock
------------
Owned Prior Registered Number of Percentage
----------- ---------- --------- ----------
Name to Offering(1) Shares Shares(2) of Shares(3)
---- --------------- ------ --------- ------------
<S> <C> <C> <C> <C>
Pasquale Acciavatti 3,188 3,188 0 -
James C. Beachum 8,746 8,273 473 -
Diane Burgett 6,326 5,965 361 -
William and Cathy Eisenberg 4,682 4,321 361 -
Robert L. Gavette 15,938 15,938 0 -
Jeffrey L. Howard 35,231 30,853 4,378 -
Cameron Lombard 23,987 23,987 0 -
Richard A. Roeser 8,486 8,273 213 -
Edward E. Ruby 116,777 112,105 4,672 -
John Schaefer 22,707 22,707 0 -
Nathan Stone Trust 7,382 7,211 171 -
Phyllis Stone Trust 7,379 7,213 166 -
Lawrence J. Wiegand Trust 15,995 312 15,683 -
James Williams Trust 332,205 324,818 7,387 -
Ural A. Prevedel 182 182 0 -
Alex Terick 15,860 5,860 10,000 -
Regina Terick 15,860 5,860 10,000 -
---------- ---------- --------
Total 640,931 587,066 53,865
========== ========== ========
</TABLE>
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<PAGE>
(1) The number set forth in this column is the number of shares of Common Stock
held by the Selling Stockholders 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 the Selling Stockholders.
(2) Assumes that all Secondary Shares being registered hereunder are sold,
although the Selling Stockholders are not obligated to sell any such
Secondary Shares.
(3) Based upon 28,427,241 shares of Common Stock outstanding as of March 31,
2000. The percentage of shares to be held by each Selling Stockholder will
be less than 1%.
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<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 Stockholders 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 persons from bidding for or purchasing any security which
is the subject of such distribution until their 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
Clifford Chance Rogers & Wells LLP, New York, New York will pass upon the
legality of the Secondary Shares.
EXPERTS
The consolidated financial statements as of December 31, 1999 and 1998, and
for each of the three years in the period ended December 31, 1999, 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.
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<PAGE>
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
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 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:
1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999 (Commission File No. 1-12496).
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000.
3. 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.
-8-
<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........................................ $ 4,170.08
Printing or Copying Expenses............................ 5,000
Legal Fees and Expenses................................. 20,000
Accounting Fees and Expenses............................ 5,000
Miscellaneous........................................... 15,000
Total................................................... $ 49,170.08
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 dishosesty 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.
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,
II-1
<PAGE>
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 Our Articles Supplementary*****
4.1 Form of Common Stock Certificates******
5.1 Opinion of Clifford Chance Rogers & Wells LLP
10.1 Amended and Restated Agreement of Limited Partnership of the
Operating Partnership*******
10.2 Amendment to Amended and Restated Agreement of Limited
Partnership of the Operating Partnership********
23.1 Consent of Clifford Chance Rogers & Wells LLP (included as
part of Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on Page II-6)
---------------
*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 Current Report on
Form 8-K, filed with the Commission on May 1, 1998 (Commission File No.
33-69150)
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)
*******Incorporated by reference to the Exhibits filed with our Annual Report
on Form 10-K for the year ended December 31, 1997, filed with the Commission on
March 23, 1998 (Commission File No. 1-12496)
********Incorporated by reference to the Exhibits filed with the Operating
Partnership's Current Report on Form 8-K, filed with the Commission on May 1,
1998 (Commission File No. 33-69150)
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
II-3
<PAGE>
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
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-4
<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 Greenwood Village, State of Colorado, on the 18th of
May, 2000.
CHATEAU COMMUNITIES, INC.
By: /s/ Tamara D. Fischer
-------------------------------
Tamara D. Fischer
Chief Financial Officer
II-5
<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 of 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 May 18, 2000
----------------------------
John A. Boll
/s/ Gary P. McDaniel Director and Chief Executive Officer May 18, 2000
---------------------------- (Principal Executive Officer)
Gary P. McDaniel
/s/ C.G. Kellogg Director and President May 18, 2000
----------------------------
C.G. Kellogg
/s/ Tamara D. Fischer Chief Financial Officer (Principal Financial and May 18, 2000
---------------------------- Accounting Officer)
Tamara D. Fischer
/s/ Edward R. Allen Director May 18, 2000
----------------------------
Edward R. Allen
/s/ James L. Clayton Director May 18, 2000
----------------------------
James L. Clayton
/s/ Steven G. Davis Director May 18, 2000
----------------------------
Steven G. Davis
/s/ James M. Hankins Director May 18, 2000
----------------------------
James M. Hankins
/s/ James M. Lane Director May 18, 2000
----------------------------
James M. Lane
/s/ Donald E. Miller Director May 18, 2000
----------------------------
Donald E. Miller
/s/ Gebran S. Anton, Jr. Director May 18, 2000
----------------------------
Gebran S. Anton, Jr.
/s/ Rhonda Hogan Director May 18, 2000
----------------------------
Rhonda Hogan
</TABLE>
II-6
<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 Our Articles Supplementary*****
4.1 Form of Common Stock Certificates******
5.1 Opinion of Clifford Chance Rogers & Wells LLP
10.1 Amended and Restated Agreement of Limited Partnership of the
Operating Partnership*******
10.2 Amendment to Amended and Restated Agreement of Limited
Partnership of the Operating Partnership********
23.1 Consent of Clifford Chance Rogers & Wells LLP (included as
part of Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on Page II-6)
*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 Current Report on
Form 8-K, filed with the Commission on May 1, 1998 (Commission File No.
33-69150)
******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)
II-7
<PAGE>
*******Incorporated by reference to the Exhibits filed with our Annual Report
on Form 10-K for the year ended December 31, 1997, filed with the Commission on
March 23, 1998 (Commission File No. 1-12496)
*******Incorporated by reference to the Exhibits filed with the Operating
Partnership's Current Report on Form 8-K, filed with the Commission on May 1,
1998 (Commission File No. 33-69150)
II-8
