<PAGE>
As filed with the Securities and Exchange Commission on June 22, 2000
Registration Nos. 333-38898 and 333-38898-01
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
<TABLE>
<S> <C>
CHATEAU COMMUNITIES, INC. CP LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified in its charter)
Maryland Maryland
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or organization)
38-3132038 38-3140664
(IRS Employer Identification No.) (IRS Employer Identification No.)
</TABLE>
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)
__________________________________
Gary P. McDaniel
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 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. [ ]
<PAGE>
PROSPECTUS
----------
$200,000,000
CHATEAU COMMUNITIES, INC.
Guarantees
$200,000,000
CP LIMITED PARTNERSHIP
Debt Securities
We may from time to time offer in one or more series unsecured
nonconvertible investment grade debt securities or other nonconvertible debt
securities of CP Limited Partnership, a majority-owned subsidiary of Chateau
Communities, Inc., with an aggregate initial offering price which will not
exceed $200,000,000. 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 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 June 22, 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 (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 the actual results, performance or achievements of
Chateau Communities, Inc. 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 the future plans, strategies and expectations of Chateau
Communities, Inc. 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 Chateau Communities, Inc. 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 March 31, 2000, the Operating Partnership
owned and operated 165 manufactured home communities (the "Properties") located
in 28 states, with an aggregate of 51,862 residential homesites. At March 31,
2000, the total occupancy rate for the Properties, including properties under
development, was approximately 91.3% and the occupancy rate for the Operating
Partnership's stabilized property portfolio was approximately 93.1%. The
Operating Partnership also currently fee manages approximately 9,700 homesites
in 44 communities and conducts manufactured home sales and brokerage activities
through its taxable subsidiary, Community Sales, Inc.
The Company conducts substantially all of its activities through the
Operating Partnership in which, as of March 31, 2000, it owned, directly and
through ROC Communities, Inc. ("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
Operating Partnership intends 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.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Year Ended December 31,
Quarter Ended --------------------------------------------------------------
March 31, 2000 1999 1998 1997 1996 1995
-------------- ------------ ------------ ------------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings
to fixed charges 2.31x 2.37x 2.09x 1.94x 2.24x 2.12x
</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).
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DESCRIPTION OF DEBT SECURITIES
The following sets forth certain general terms 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. The debt
securities will be either (i) nonconvertible investment grade debt securities or
(ii) nonconvertible 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 an indenture, dated December 19, 1997 (the
"Indenture"), between the Operating Partnership and Bank One Trust Company, N.A.
(successor in interest to The First National Bank of Chicago), as trustee (the
"Trustee"). The Indenture has been filed as an exhibit to the registration
statement on Form S-3 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 below under "WHERE YOU CAN FIND MORE INFORMATION."
The Indenture is subject to, and governed by, the Trust Indenture Act of 1939,
as amended. The statements made hereunder relating to the Indenture 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 Indenture and the debt
securities. As used herein, unless otherwise defined, capitalized terms shall
have the respective meanings set forth in the Indenture.
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 one or more board resolutions of,
or pursuant to authority granted by, the Company and ROC, as general partners of
the Operating Partnership, or in any indenture 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 such series of debt securities:
(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
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<PAGE>
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
the debt securities of or within the series will be payable, the 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
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;
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(16) the date as of which any temporary global debt security
representing outstanding debt 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 the defeasance and the covenant
defeasance provisions described herein or any modification thereof;
(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 Indenture.
The debt securities may be issued as "Original Issue Discount Securities"
to be sold at a discount below their principal amount, which discount may be
substantial. In the event of an acceleration of the maturity of any Original
Issue Discount Security, the amount payable to the holder of such Original Issue
Discount Security upon such acceleration will be determined in accordance with
the applicable prospectus supplement, the terms of such debt security and the
Indenture, but will be an amount less than the amount payable at the maturity of
such Original Issue Discount Security. All material United States Federal
income tax, accounting and other considerations applicable thereto will be
described in the prospectus supplement relating thereto.
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 one or more board resolutions of, or
pursuant to authority granted by, the Company and ROC, as general partners of
the Operating Partnership 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 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, (ii)
immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Operating Partnership, any
Subsidiary or such successor
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entity as a result thereof as having been incurred by the Operating Partnership,
such Subsidiary or such successor entity at the time of such transaction, no
Event of Default 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 a legal opinion 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 of debt securities.
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
The 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 Operating Partnership contained in the 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 the Indenture; (v)
default in the payment of an aggregate principal amount exceeding a specified
dollar amount of any evidence of indebtedness (including a default with respect
to debt securities of any series other than that series) of the Operating
Partnership (or by any Subsidiary, the repayment of which the Operating
Partnership has guaranteed or for which the Operating Partnership 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 Operating Partnership or any Significant Subsidiary
or any of their respective property; and (vii) any other Event of Default
provided with respect to a particular series of debt securities.
If an Event of Default under the Indenture with respect to debt securities
of any series at the time outstanding occurs and is continuing, then in every
such case the 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 Operating
Partnership (and to the 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 Indenture) has been
made, but before a
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judgment or decree for payment of the money due has been obtained by the
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 Indenture) may rescind and annul such declaration and its
consequences if (i) the Operating Partnership shall have deposited with the
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 Indenture), plus certain fees, expenses,
disbursements and advances of the Trustee and (ii) all Events of Default, other
than the nonpayment 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 Indenture) have been cured or waived
as provided in the Indenture. The 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 Indenture)
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 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 for 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 of any series
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 outstanding debt securities of that series; (ii) the holders of
not less than 25% in principal amount of the outstanding debt 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 debt 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 debt security 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 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
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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 debt security.
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
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 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,
however, 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, however, that any such change or elimination shall become effective
only when there is no debt 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, however, 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, however,
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
9
<PAGE>
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 defined 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 a legal opinion 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 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
legal opinion, in the case of defeasance, must refer to and be based upon a
ruling of the Internal Revenue Service 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, however, 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 (and 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
10
<PAGE>
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.
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 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 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 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 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 Registration Statement, have
11
<PAGE>
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 Exchange Act 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, 1999; and
2. Chateau Communities, Inc.'s Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2000.
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, 1999;
2. CP Limited Partnership's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000; and
3. CP Limited Partnership's Current Reports on Form 8-K filed with the
SEC on February 17, 2000, February 18, 2000 and February 25, 2000.
Whenever after the date of this prospectus we file reports or documents on
behalf of Chateau Communities, Inc. or CP Limited Partnership under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act 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
12
<PAGE>
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
reference into this prospectus, but not delivered with this prospectus. We will
provide this information at no cost to such person upon written or oral request
addressed to Chateau Communities, Inc. or CP Limited Partnership, as the case
may be, at 6160 South Syracuse Way, Greenwood Village, Colorado 80111 (telephone
303-741-3707).
13
<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.
<TABLE>
<S> <C>
Registration Fee.............................................. $ 52,800
Printing or Copying Expenses.................................. 50,000
Legal Fees and Expenses....................................... 75,000
Accounting Fees and Expenses.................................. 25,000
Miscellaneous................................................. 10,000
========
Total......................................................... $212,800
</TABLE>
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 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 (a) was committed in bad faith or (b) 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 ("SEC") that indemnification of directors and officers for
liabilities arising under the Securities Act of 1933, as amended (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
II-1
<PAGE>
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 SEC, 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
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1* Form of Underwriting Agreement (for debt securities)
3.1(i) (a) Articles of Amendment of Chateau Communities, Inc.
3.1(ii) (b) Articles Supplementary of Chateau Communities, Inc. dated April 20, 1998
3.2(i) (c) Amended and Restated Bylaws of Chateau Communities, Inc.
3.2(ii) (d) Amendment to Bylaws of Chateau Communities, Inc. dated March 21, 2000
4.1(i) (e) Indenture dated as of December 19, 1997 between CP Limited Partnership and The First
National Bank of Chicago, as supplemented
4.1(ii) (e) First Supplemental Indenture dated as of December 19, 1997 between CP Limited
Partnership and The First National Bank of Chicago related to the $100,000,000 MadatOry
Par Put Remarketed Securities /SM/ ("MOPPRS /SM/") due December 10, 2014
4.1(iii) (e) Remarketing Agreement dated as of December 23, 1997 among Chateau Communities, Inc.,
CP Limited Partnership and the "Remarketing Dealer" named therein
4.1(iv) (f) Form of Second Supplemental Indenture relating to the issuance of the $100,000,000
8.5% Senior Notes due 2005
4.2* Form of Guaranty Agreement
5.1+ Opinion of Clifford Chance Rogers & Wells LLP
10.1 (g) Amended and Restated Agreement of Limited Partnership of CP Limited Partnership dated
January 22, 1997
10.2 (h) Amendment to Amended and Restated Agreement of Limited Partnership of CP Limited
Partnership dated April 20, 1998
12+ Statement of Computation of Ratio of Earnings to Fixed Charges
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
23.1+ Consent of Clifford Chance Rogers & Wells LLP (contained in its opinion filed as Exhibit
5.1)
23.2+ Consent of PricewaterhouseCoopers LLP
25++ Statement of Eligibility of Trustee on Form T-1
</TABLE>
__________________
* To be filed by post-effective amendment to this registration statement
or pursuant to a Current Report on Form 8-K to be filed after
effectiveness by Chateau Communities, Inc. and/or CP Limited
Partnership.
(a) Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form 8-K filed with the SEC on May 30, 1997
(Commission File No. 1-12496).
(b) Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form 8-K filed with the SEC on May 1, 1998
(Commission File No. 1-12496).
(c) Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form 10-Q filed with the SEC on May 15, 1997
(Commission File No. 1-12496).
(d) Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form 10-K for the year ended December 31, 1999
(Commission File No. 1-12496).
(e) Incorporated by reference to the Exhibits filed with the CP
Limited Partnership Form 8-K filed with the SEC on December 23, 1997
(Commission File No. 1-12496).
(f) Incorporated by reference to the Exhibits filed with the CP
Limited Partnership Form 8-K filed with the SEC on February 25, 2000
(Commission File No. 33-85492).
(g) Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form 10-K for the year ended December 31, 1997
(Commission File No. 1-12496).
(h) Incorporated by reference to the Exhibits filed with the CP
Limited Partnership Form 8-K filed with the SEC on May 1, 1998
(Commission File No. 33-85492).
+ Previously filed with the Chateau Communities, Inc. and CP Limited
Partnership Registration Statement on Form S-3 filed with the SEC on
June 9, 2000 (Commission File Nos. 333-38898 and 333-38898-01).
++ Previously filed with the SEC by CP Limited Partnership on December 9,
1997 under the Trust Indenture Act of 1939, as amended (Commission File
No. 333-04544-01).
Item 17. UNDERTAKINGS
(a) Each of the undersigned registrants 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
II-3
<PAGE>
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.
(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 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.
(c) 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 their respective 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 22nd day of June, 2000.
CHATEAU COMMUNITIES, INC.
By: /s/ Tamara D. Fischer
---------------------
Tamara D. Fischer
Chief Financial Officer
CP LIMITED PARTNERSHIP
By: Chateau Communities, Inc., its
General Partner
By: /s/ Tamara D. Fischer
---------------------
Tamara D. Fischer
Chief Financial Officer
By: ROC Communities, Inc., its other
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> <C>
/s/ John A. Boll * Chairman of the Board of Directors June 22, 2000
--------------------------
John A. Boll
/s/ Gary P. McDaniel * Director and Chief Executive Officer June 22, 2000
--------------------------
Gary P. McDaniel (Principal Executive Officer)
/s/ C.G. Kellogg * Director and President June 22, 2000
--------------------------
C.G. Kellogg
/s/ Tamara D. Fischer * Chief Financial Officer (Principal Financial June 22, 2000
--------------------------
Tamara D. Fischer Accounting Officer)
/s/ Edward R. Allen * Director June 22, 2000
--------------------------
Edward R. Allen
/s/ Gebran S. Anton, Jr. * Director June 22, 2000
--------------------------
Gebran S. Anton, Jr.
/s/ James L. Clayton * Director June 22, 2000
--------------------------
James L. Clayton
/s/ Steven G. Davis * Director June 22, 2000
--------------------------
Steven G. Davis
/s/ James M. Hankins * Director June 22, 2000
--------------------------
James M. Hankins
/s/ James M. Lane * Director June 22, 2000
--------------------------
James M. Lane
/s/ Donald E. Miller * Director June 22, 2000
--------------------------
Donald E. Miller
/s/ Rhonda G. Hogan * Director June 22, 2000
--------------------------
Rhonda G. Hogan
</TABLE>
* by: /s/ Tamara D. Fischer
---------------------
Tamara D. Fischer,
Attorney-In-Fact
II-6
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1* Form of Underwriting Agreement (for debt securities)
3.1(i) (a) Articles of Amendment of Chateau Communities, Inc.
3.1(ii) (b) Articles Supplementary of Chateau Communities, Inc. dated April 20, 1998
3.2(i) (c) Amended and Restated Bylaws of Chateau Communities, Inc.
3.2(ii) (d) Amendment to Bylaws of Chateau Communities, Inc. dated March 21, 2000
4.1(i) (e) Indenture dated as of December 19, 1997 between CP Limited Partnership and The First
National Bank of Chicago, as supplemented
4.1(ii) (e) First Supplemental Indenture dated as of December 19, 1997 between CP Limited
Partnership and The First National Bank of Chicago related to the $100,000,000 MadatOry
Par Put Remarketed Securities /SM/ ("MOPPRS /SM/") due December 10, 2014
4.1(iii) (e) Remarketing Agreement dated as of December 23, 1997 among Chateau Communities, Inc.,
CP Limited Partnership and the "Remarketing Dealer" named therein
4.1(iv) (f) Form of Second Supplemental Indenture relating to the issuance of the $100,000,000
8.5% Senior Notes due 2005
4.2* Form of Guaranty Agreement
5.1+ Opinion of Clifford Chance Rogers & Wells LLP
10.1 (g) Amended and Restated Agreement of Limited Partnership of CP Limited Partnership dated
January 22, 1997
10.2 (h) Amendment to Amended and Restated Agreement of Limited Partnership of CP Limited
Partnership dated April 20, 1998
12+ Statement of Computation of Ratio of Earnings to Fixed Charges
23.1+ Consent of Clifford Chance Rogers & Wells LLP (contained in its opinion filed as Exhibit
5.1)
23.2+ Consent of PricewaterhouseCoopers LLP
25++ Statement of Eligibility of Trustee on Form T-1
</TABLE>
__________________
* To be filed by post-effective amendment to this registration statement
or pursuant to a Current Report on Form 8-K to be filed after
effectiveness by Chateau Communities, Inc. and/or CP Limited
Partnership.
<PAGE>
(a) Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form 8-K filed with the SEC on May 30, 1997
(Commission File No. 1-12496).
(b) Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form 8-K filed with the SEC on May 1, 1998
(Commission File No. 1-12496).
(c) Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form 10-Q filed with the SEC on May 15, 1997
(Commission File No. 1-12496).
(d) Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form 10-K for the year ended December 31, 1999
(Commission File No. 1-12496).
(e) Incorporated by reference to the Exhibits filed with the CP
Limited Partnership Form 8-K filed with the SEC on December 23, 1997
(Commission File No. 1-12496).
(f) Incorporated by reference to the Exhibits filed with the CP
Limited Partnership Form 8-K filed with the SEC on February 25, 2000
(Commission File No. 33-85492).
(g) Incorporated by reference to the Exhibits filed with the
Chateau Communities, Inc. Form 10-K for the year ended December 31, 1997
(Commission File No. 1-12496).
(h) Incorporated by reference to the Exhibits filed with the CP
Limited Partnership Form 8-K filed with the SEC on May 1, 1998
(Commission File No. 33-85492).
+ Previously filed with the Chateau Communities, Inc. and CP Limited
Partnership Registration Statement on Form S-3 filed with the SEC on
June 9, 2000 (Commission File Nos. 333-38898 and 333-38898-01).
++ Previously filed with the SEC by CP Limited Partnership on December 9,
1997 under the Trust Indenture Act of 1939, as amended (Commission File
No. 333-04544-01).
