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As filed with the Securities and Exchange Commission on January 15, 1997
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUN COMMUNITIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENT)
MARYLAND 38-2730780
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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GARY A. SHIFFMAN
PRESIDENT
31700 MIDDLEBELT ROAD
SUITE 145
FARMINGTON HILLS, MICHIGAN 48334
(810) 932-3100
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)
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Copies of all correspondence to:
JEFFREY L. FORMAN, ESQ.
JAFFE, RAITT, HEUER & WEISS, P.C.
ONE WOODWARD AVENUE
SUITE 2400
DETROIT, MICHIGAN 48226
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this 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, please 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, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Amount of
Title of Each Class of Securities Aggregate Offering Price(1) Registration Fee
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<S> <C> <C>
Common Stock, $.01 par value $1,706,715 $517.19
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</TABLE>
(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c), based upon the average of the high and low prices reported on
the New York Stock Exchange on January 13, 1997.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATION TO THESE SECURITIES HAD BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF SECURITIES IN
ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
PROSPECTUS DATED ___________, 1997
PROSPECTUS
53,544 SHARES
SUN COMMUNITIES, INC.
COMMON STOCK
This Prospectus relates to 53,544 shares (the "Shares") of common stock,
par value $.01 per share (the "Common Stock"), of Sun Communities, Inc., a
Maryland corporation (the "Company"). The Shares are held by, or may be issued
in the future to, certain former holders or holders (collectively, the "Selling
Shareholders") of limited partnership interests ("Common OP Units") in Sun
Communities Operating Limited Partnership, a Michigan limited partnership (the
"Operating Partnership") in which the Company is the sole general partner.
Each Common OP Unit held by a Selling Shareholder is convertible into one (1)
share of Common Stock. See "Selling Shareholders."
The Company will not receive any proceeds from the sale of Shares by the
Selling Shareholders. Other than any commissions or discounts paid or allowed
by the Selling Shareholders to underwriters, dealers, brokers or agents and
expenses related to the registration of Shares held by Water Oak, Ltd., all
expenses incurred in connection with this offering are being borne by the
Company.
The Selling Shareholders have not advised the Company of any specific
plans for the distribution of the Shares, but it is anticipated that the Shares
may be sold from time to time in transactions (which may include block
transactions) on the New York Stock Exchange at the market prices then
prevailing. Sales of the Shares may also be made through negotiated
transactions or otherwise. The Selling Shareholders and the brokers and dealers
through which the sales of the Shares may be made may be deemed to be
"underwriters" within the meaning set forth in the Securities Act of 1933, as
amended, and their commissions and discounts and other compensation may be
regarded as underwriters' compensation. See "Plan of Distribution."
The Common Stock is listed on the New York Stock Exchange under the symbol
"SUI." The last reported sale price of the Common Stock as reported on the New
York Stock Exchange on January 13, 1997, was $31.875 per share.
SEE "RISK FACTORS" ON PAGE 4 FOR CERTAIN FACTORS RELATING TO AN INVESTMENT IN
THE SHARES.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED
ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus is _____________, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected at the Public Reference Section maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and the
following regional offices of the Commission: 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a Web site that contains
reports, proxy information and statements, and other information regarding
registrants that file electronically with the Commission. The Web site address
is http://www.sec.gov. The Company files electronically. In addition, the
Company's Common Stock is listed on the New York Stock Exchange and such
reports, proxy statements and other information concerning the Company can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement"), of which this Prospectus is a part, under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Shares offered hereby. This Prospectus does not contain portions of the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any contract or
other documents are not necessarily complete, and in each instance, reference
is made to the copy of such contract or documents filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference and the exhibits and schedules thereto. For further information
regarding the Company and the Shares, reference is hereby made to the
Registration Statement and such exhibits and schedules which may be obtained
from the Commission at its principal office in Washington, D.C. upon payment of
the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference.
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1995, filed with the Commission on March 18, 1996, as amended by
Form 10-K/A, filed with the Commission on April 18, 1996, and as
amended by Form 10-K/A, filed with the Commission on May 3, 1996.
2. The Company's current report on Form 8-K dated March 20, 1996 and
filed with the Commission on March 26, 1996.
3. The Company's current report on Form 8-K dated April 2, 1996 and
filed with the Commission on April 4, 1996.
4. The Company's current report on Form 8-K dated April 24, 1996 and
filed with the Commission on April 29, 1996.
5. The Company's current report on Form 8-K dated May 1, 1996 and filed
with the Commission on May 3, 1996.
6. The Company's current report on Form 8-K dated August 20, 1996 and
filed with the Commission on August 22, 1996.
7. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, filed with the Commission on May 3, 1996.
8. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed with the Commission on August 14, 1996.
9. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, filed with the Commission on November 14, 1996.
10. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated November 23, 1993, No.
1-12616.
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All documents filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to termination
of the offering of all Shares to which this Prospectus relates shall be deemed
to be incorporated by reference in this Prospectus and shall be part hereof
from the date of filing of such document.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus (in the case of a statement in a previously filed
document incorporated or deemed to be incorporated by reference herein), in any
accompanying Prospectus Supplement relating to a specific offering of Shares or
in any other subsequently filed document that is also incorporated or deemed to
be incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus or any
accompanying Prospectus Supplement. Subject to the foregoing, all information
appearing in this Prospectus and each accompanying Prospectus Supplement is
qualified in its entirety by the information appearing in the documents
incorporated by reference.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon their
written or oral request, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such documents).
Written requests for such copies should be addressed to Jeffrey P. Jorissen,
the Company's Senior Vice President and Chief Financial Officer at 31700
Middlebelt Road, Suite 145, Farmington Hills, Michigan 48334, telephone number
(810) 932-3100.
As used herein, the term "Company" includes Sun Communities, Inc., a
Maryland corporation, and one or more of its subsidiaries (including the
Operating Partnership, Sun Home Services, Inc., and Sun Management, Inc.).
THE COMPANY
The Company owns and operates manufactured housing communities
concentrated in the midwestern and southeastern United States. The Company is
a fully integrated real estate company which, together with its affiliates and
predecessors, has been in the business of acquiring, operating, and expanding
manufactured housing communities since 1975. As of November 1, 1996, the
Company owned and managed a portfolio of 79 manufactured housing community
properties (the "Properties") located in twelve states and Canada containing an
aggregate of approximately 29,000 developed sites and approximately 3,100
sites for development. Consistent with the Company's strategy of growth
through acquisitions, the Company has acquired 48 of the Properties since its
initial public offering in December 1993 (the "IPO").
The Company is the sole general partner of, and, as of November 1, 1996,
held approximately 89% of the interests (not including Preferred OP Units) in,
the Operating Partnership. Substantially all of the Company's assets are held
by or through the Operating Partnership. The ownership and management of the
Properties is allocated among the Subsidiaries; however, subject to the tax and
other risks discussed in the section entitled "Risk Factors", stockholders in
the Company achieve substantially the same economic benefits as direct
ownership, operation, and management of the Properties, except that 5% of the
cash flow from operating activities of Sun Home Services, Inc., a Michigan
corporation ("Home Services") and Sun Management Inc., a Michigan corporation
("Sun Management") (estimated to be an aggregate of no greater than
approximately $2,000 in 1996), will be distributed to Gary A. Shiffman, Milton
M. Shiffman (Gary A. Shiffman and Milton M. Shiffman are sometimes hereinafter
collectively referred to as the "Principals"), and Jeffrey P. Jorissen, each an
officer of the Company, as the holders of all the common stock of Home Services
and Sun Management. There is no assurance that such distributions will not
increase in the future. As sole general partner of the Operating Partnership,
the Company has the exclusive power to manage and conduct the business of the
Operating Partnership, subject to certain limited exceptions.
The Company's executive and principal property management office is
located at 31700 Middlebelt Road, Suite 145, Farmington Hills, Michigan 48334,
and telephone number is (810) 932-3100. The Company has regional property
management offices in Elkhart, Indiana and Tampa, Florida.
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RISK FACTORS
Prospective investors should carefully consider, among other factors, the
matters described below.
CONFLICTS OF INTEREST
Failure to Enforce Terms of Home Services Agreement. Through their
ownership of all of the common stock of Home Services, the Subsidiary
Shareholders have a 5% interest in Home Services. Home Services has entered
into an agreement with the Operating Partnership for sales, brokerage, and
leasing services, which was not negotiated on an arm's length basis. The
Subsidiary Shareholders will have a conflict of interest with respect to their
obligations as officers and/or directors of the Company to enforce the terms of
the services agreement. The failure to enforce the material terms of this
agreement could have an adverse effect on the Company. The Operating
Partnership, on account of its ownership of the preferred stock of Home
Services, and the Subsidiary Shareholders, on account of their ownership of the
common stock of Home Services, are entitled to 95% and 5%, respectively, of the
cash flow from operating activities of Home Services.
Tax Consequences Upon Sale of Properties. Prior to the redemption of
Common OP Units for Common Stock, the Principals will have tax consequences
different from those of the Company and its public stockholders upon the sale
of any of the 24 Properties acquired from partnerships previously affiliated
with the Principals (the "Sun Partnerships") and, therefore, the Principals and
the Company, as partners in the Operating Partnership, may have different
objectives regarding the appropriate pricing and timing of any sale of those
Properties. Consequently, the Principals may influence the Company not to sell
those Properties even though such sale might otherwise be financially
advantageous to the Company.
ADVERSE CONSEQUENCES OF DEBT FINANCING
The Company is subject to the risks normally associated with debt
financing, including the risk that the Company's cash flow will be insufficient
to meet required payments of principal and interest, the risk that existing
indebtedness will not be able to be refinanced, or that the terms of such
refinancing will not be as favorable as the terms of such indebtedness and the
risk that necessary capital expenditures for such purposes as renovations and
other improvements will not be able to be financed on favorable terms or at
all. If a property is mortgaged to secure payment of indebtedness and the
Company is unable to meet mortgage payments, the property could be transferred
to the mortgagee with a consequent loss of income and asset value to the
Company.
As of November 1, 1996, the Financing Partnership had outstanding $30.0
million of indebtedness that is collateralized by mortgage liens on five of the
Properties (the "Mortgage Debt"). If the Company fails to meet its obligations
under the Mortgage Debt, the lender would be entitled to foreclose on all or
some of the Properties securing such debt, which could have a material adverse
effect on the Company and its ability to make expected distributions and could
threaten the continued viability of the Company.
The Company has a one-time right to obtain the release of one Property
from the lien of the Mortgage Debt. In the event the Company desires to obtain
the release of a Property from the lien of such debt, such release may only be
obtained by satisfaction of each of the following: (i) prepayment of such debt
in an amount equal to 125% of the loan amount allocated to the Property being
released; (ii) payment of certain prepayment expenses that may be incurred by
the lender in connection with a partial prepayment of such debt; and (iii)
satisfaction of a specified debt service coverage ratio with respect to the
remaining four Properties not being released. In the event the Company is
unable to obtain the release of a Property from any such lien, it would be
unable to consummate a sale of such Property which might otherwise be in the
best interest of the Company.
CHANGES IN INVESTMENT AND FINANCING POLICIES WITHOUT STOCKHOLDER APPROVAL
The investment and financing policies of the Company, and its policies
with respect to certain other activities, including its growth, debt,
capitalization, distributions, REIT status, and operating policies, are
determined by the Board of Directors. Although the Board of Directors has no
present intention to do so, these policies may be amended or revised from time
to time at the discretion of the Board of Directors without notice to or a vote
of the stockholders of the Company. Accordingly, stockholders may not have
control over changes in policies of the Company and changes in the Company's
policies may not fully serve the interests of all stockholders.
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DEPENDENCE ON KEY PERSONNEL
The Company is dependent on the efforts of its executive officers,
particularly the Principals. While the Company believes that it could find
replacements for these key personnel, the loss of their services could have a
temporary adverse effect on the operations of the Company. The Company does
not currently maintain or contemplate obtaining any "key-man" life insurance on
the Principals.
OWNERSHIP LIMIT AND LIMITS ON CHANGES IN CONTROL
9.8% Ownership Limit; Inapplicability to Founders. In order to qualify
and maintain its qualification as a REIT, not more than 50% of the outstanding
shares of the capital stock of the Company may be owned, directly or
indirectly, by five or fewer individuals. Thus, ownership of more than 9.8% of
the outstanding shares of Common Stock by any single stockholder has been
restricted, with certain exceptions, for the purpose of maintaining the
Company's qualification as a REIT under the Internal Revenue Code of 1986, as
amended (the "Code"). Such restrictions in the Company's charter do not apply
to the Principals and Robert B. Bayer, a former director and officer of the
Company (Robert B. Bayer and the Principals are sometimes hereinafter
collectively referred to as the "Founders"), who may acquire additional shares
of Common Stock through the redemption of Common OP Units, through the Stock
Option Plan, from other stockholders or otherwise, but in no event will they be
entitled to acquire additional shares such that the five largest beneficial
owners of the Company's stock hold more than 50% of the total outstanding
stock. Additionally, the Company's charter allows certain transfers of such
shares without the transferees being subject to the 9.8% ownership limit,
provided such transfers do not result in an increased concentration in the
ownership of the Company. The Company's Board of Directors, upon receipt of a
ruling from the Internal Revenue Service (the "Service"), an opinion of counsel
or other evidence satisfactory to the Board of Directors and upon such other
conditions as the Board of Directors may direct, may also exempt a proposed
transferee from this restriction. See "Description of Common Stock -
Restrictions on Ownership."
The 9.8% ownership limit, as well as the ability of the Company to issue
additional shares of Common Stock or shares of other stock (which may have
rights and preferences over the Common Stock), may discourage a change of
control of the Company and may also: (i) deter tender offers for the Common
Stock, which offers may be advantageous to stockholders; and (ii) limit the
opportunity for stockholders to receive a premium for their Common Stock that
might otherwise exist if an investor were attempting to assemble a block of
Common Stock in excess of 9.8% of the outstanding shares of the Company or
otherwise effect a change of control of the Company.
Staggered Board. The Board of Directors of the Company has been divided
into three classes of directors. The term of one class will expire each year.
Directors for each class will be chosen for a three-year term upon the
expiration of such class's term, and the directors in the other two classes
will continue in office. The staggered terms for directors may affect the
stockholders' ability to change control of the Company even if a change in
control were in the stockholders' interest.
Preferred Stock. The Company's charter authorizes the Board of Directors
to issue up to 10,000,000 shares of preferred stock and to establish the
preferences and rights (including the right to vote and the right to convert
into shares of Common Stock) of any shares issued. The power to issue preferred
stock could have the effect of delaying or preventing a change in control of
the Company even if a change in control were in the stockholders' interest.
REAL ESTATE INVESTMENT CONSIDERATIONS
General. Income from real property investments, and the Company's
resulting ability to make expected distributions to stockholders, may be
adversely affected by the general economic climate, local conditions such as
oversupply of manufactured housing sites or a reduction in demand for
manufactured housing sites in an area, the attractiveness of the Properties to
tenants, zoning or other regulatory restrictions, competition from other
available manufactured housing sites and alternative forms of housing (such as
apartment buildings and site-built single-family homes), the ability of the
Company to provide adequate maintenance and insurance, and increased operating
costs (including insurance premiums and real estate taxes). The Company's income
would also be adversely affected if tenants were unable to pay rent or sites
were unable to be rented on favorable terms. If the Company were unable to
promptly relet or renew the leases for a significant number of the sites, or if
the rental rates upon such renewal or reletting were significantly lower than
expected rates, then the Company's funds from operations and ability to make
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expected distributions to stockholders could be adversely affected. In
addition, certain expenditures associated with each equity investment (such as
real estate taxes and maintenance costs) generally are not reduced when
circumstances cause a reduction in income from the investment. Furthermore,
real estate investments are relatively illiquid and, therefore, will tend to
limit the ability of the Company to vary its portfolio promptly in response to
changes in economic or other conditions.
Competition. All of the Properties are located in developed areas that
include other manufactured housing community properties. The number of
competitive manufactured housing community properties in a particular area
could have a material effect on the Company's ability to lease sites and on
rents charged at the Properties or at any newly acquired properties. The
Company may be competing with others that have greater resources than the
Company and whose officers and directors have more experience than the
Company's officers and directors. In addition, other forms of multi-family
residential properties, such as private and federally funded or assisted
multi-family housing projects and single-family housing, provide housing
alternatives to potential tenants of manufactured housing communities.
Changes in Laws. Costs resulting from changes in real estate tax laws
generally may be passed through to tenants and will not affect the Company.
Increases in income, service or other taxes, however, generally are not passed
through to tenants under leases and may adversely affect the Company's funds
from operations and its ability to make distributions to stockholders.
Similarly, changes in laws increasing the potential liability for environmental
conditions existing on properties or increasing the restrictions on discharges
or other conditions may result in significant unanticipated expenditures, which
would adversely affect the Company's funds from operations and its ability to
make distributions to stockholders.
Investments in Mortgages. Although the Company currently has no plans to
invest in mortgages other than an approximately $4.0 million mortgage loan it
has made to an entity that operates two manufactured housing communities in
Alberta, Canada (the "Canadian Mortgage"), the Company may invest in additional
mortgages in the future. By virtue of its investment in the Canadian Mortgage
and if the Company were to invest in additional mortgages, it is and would be
subject to the risks of such investment, which include the risk that borrowers
may not be able to make debt service payments or pay principal when due, the
risk that the value of mortgaged property may be less than the amounts owed,
and the risk that interest rates payable on the mortgages may be lower than the
Company's costs of funds. If any of the above occurred, funds from operations
and the Company's ability to make expected distributions to stockholders could
be adversely affected.
Development of New Communities. The Company is not restricted from
engaging in the development of new communities in the future. The manufactured
housing community development business involves significant risks in addition
to those involved in the ownership and operation of established manufactured
housing communities, including the risks that financing may not be available on
favorable terms for development projects, that construction and lease-up may
not be completed on schedule resulting in increased debt service expense and
construction costs, that long-term financing may not be available upon
completion of construction, and that sites may not be leased on profitable
terms. If the Company entered the manufactured housing community development
business, and if any of the above occurred, the Company's ability to make
expected distributions to stockholders could be adversely affected.
Rent Control Legislation. State and local rent control laws in certain
jurisdictions may limit the Company's ability to increase rents and to recover
increases in operating expenses and the costs of capital improvements.
Enactment of such laws has been considered from time to time in other
jurisdictions. Certain of the Properties are located, and the Company may
purchase additional properties, in markets that are either subject to rent
control or in which rent-limiting legislation exists or may be enacted.
Environmental Matters. Under various Federal, state and local laws,
ordinances and regulations, an owner of real estate is liable for the costs of
removal or remediation of certain hazardous or toxic substances on or in such
property. Such laws often impose such liability without regard to whether the
owner knew of, or was responsible for, the presence of such hazardous or
toxic substances. The presence of such substances, or the failure to properly
remediate such substances, may adversely affect the owner's ability to sell or
rent such property or to borrow using such property as collateral. Persons who
arrange for the disposal or treatment of hazardous or toxic substances may also
be liable for the costs of removal or remediation of such substances at a
disposal or treatment facility, whether or not such facility is owned or
operated by such person. Certain environmental laws impose liability for
release of asbestos-containing materials ("ACMs") into the air and third
parties may seek recovery from owners or operators of real properties for
personal injury associated with ACMs. In connection with the ownership (direct
or indirect), operation, management, and development of real properties, the
Company or the Operating Partnership, as
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the case may be, may be considered an owner or operator of such properties or
as having arranged for the disposal or treatment of hazardous or toxic
substances and, therefore, potentially liable for removal or remediation costs,
as well as certain other related costs, including governmental fines and
injuries to persons and property. All of the Properties have been subject to a
Phase I or similar environmental audit (which involves general inspections
without soil sampling or ground water analysis) completed by independent
environmental consultants. These environmental audits have not revealed any
significant environmental liability that would have a material adverse effect
on the Company's business. No assurances can be given that existing
environmental studies with respect to any of the Properties reveal all
environmental liabilities, that any prior owner of a Property did not create
any material environmental condition not known to the Company, or that a
material environmental condition does not otherwise exist as to any one or more
Properties.
Uninsured Loss. The Company maintains comprehensive liability, fire,
flood (where appropriate), extended coverage, and rental loss insurance with
respect to the Properties with policy specifications, limits, and deductibles
customarily carried for similar properties. Certain types of losses, however,
may be either uninsurable or not economically insurable, such as losses due to
earthquakes, riots, or acts of war. Should an uninsured loss occur, the
Company could lose both its investment in and anticipated profits and cash flow
from a property.
ADVERSE CONSEQUENCES OF FAILURE TO QUALIFY AS A REIT
Taxation as a Corporation. The Company expects to qualify and has made an
election to be taxed as a REIT under the Code, commencing with the calendar
year beginning January 1, 1994. Although the Company believes that it is
organized and will operate in such a manner, no assurance can be given that the
Company is organized or will be able to operate in a manner so as to qualify or
remain so qualified. Qualification as a REIT involves the satisfaction of
numerous requirements (some on an annual and quarterly basis) established under
highly technical and complex Code provisions for which there are only limited
judicial or administrative interpretations, and involves the determination of
various factual matters and circumstances not entirely within the Company's
control.
If the Company were to fail to qualify as a REIT in any taxable year, the
Company would be subject to Federal income tax (including any applicable
alternative minimum tax) on its taxable income at corporate rates. Moreover,
unless entitled to relief under certain statutory provisions, the Company also
would be disqualified from treatment as a REIT for the four taxable years
following the year during which qualification is lost. This treatment would
reduce the net earnings of the Company available for investment or distribution
to stockholders because of the additional tax liability to the Company for the
years involved. In addition, distributions to stockholders would no longer be
required to be made.
Other Tax Liabilities. Even though the Company qualifies as a REIT, it is
subject to certain Federal, state and local taxes on its income and property.
In addition, the Company's sales operations, which are conducted through Home
Services, generally will be subject to Federal income tax at regular corporate
rates.
ADVERSE EFFECT OF DISTRIBUTION REQUIREMENTS
The Company may be required from time to time, under certain
circumstances, to accrue as income for tax purposes interest and rent earned
but not yet received. In such event, the Company could have taxable income
without sufficient cash to enable the Company to meet the distribution
requirements of a REIT. Accordingly, the Company could be required to borrow
funds or liquidate investments on adverse terms in order to meet such
distribution requirements.
ADVERSE CONSEQUENCES OF FAILURE TO QUALIFY AS A PARTNERSHIP
The Company believes that the Operating Partnership and other various
Company subsidiary partnerships have each been organized as partnerships and
will qualify for treatment as such under the Code. If the Operating Partnership
and such other partnerships fail to qualify for such treatment under the Code,
the Company would cease to qualify as a REIT, and the Operating Partnership and
such other partnerships would be subject to Federal income tax (including any
alternative minimum tax) on their income at corporate rates.
- 7 -
<PAGE> 9
ADVERSE EFFECT ON PRICE OF SHARES AVAILABLE FOR FUTURE SALE
Sales of a substantial number of shares of Common Stock, or the perception
that such sales could occur, could adversely affect prevailing market prices
for shares. The Principals hold 943,456 shares of Common Stock. In addition,
as of November 1, 1996, up to 3,251,347 shares of Common Stock may be issued in
the future to the Principals, the general partners of the Sun Partnerships
other than the Principals (the "Former General Partners"), and the sellers of
certain properties as a result of the potential redemption of their outstanding
OP Units (both Common and Preferred OP Units). The Principals and the Former
General Partners may sell such shares pursuant to registration rights or an
available exemption from registration. Also, the former owner of one of the
Properties will be issued Common OP Units with an aggregate value of $13.3
million over the 13-year period beginning in January 1997 and continuing on an
annual basis through 2009. Included within the Common OP Units described in
the preceding sentence are the 42,546 Common OP Units that may be converted
into common stock by Water Oak, Ltd. and sold pursuant to this prospectus. In
addition, as of November 1, 1996, 1,398,480 shares have been reserved for
issuance (of which options for 373,446 shares have been exercised as of
November 1, 1996) pursuant to the Company's Stock Option Plan and 1993
Non-Employee Director Stock Option Plan, and the Principals' employment
agreements provide for incentive compensation payable in shares of Common
Stock. No prediction can be made regarding the effect that future sales of
shares of Common Stock will have on the market price of shares.
ADVERSE EFFECT OF MARKET INTEREST RATES ON PRICE OF COMMON STOCK
One of the factors that may influence the price of the Company's shares in
the public market will be the annual distributions to stockholders relative to
the prevailing market price of the Common Stock. An increase in market interest
rates may tend to make the Common Stock less attractive relative to other
investments, which could adversely affect the market price of Common Stock.
SELLING SHAREHOLDERS
Chester A. Edwards is a holder of shares of Common Stock and Water Oak,
Ltd. and Jewish Communal Fund are holders of Common OP Units. The Company is
the sole general partner of the Operating Partnership. Under the terms of the
Operating Partnership's Second Amended and Restated Agreement of Limited
Partnership (the "Partnership Agreement"), the Common OP Units are redeemable
for Shares of Common Stock. As of the date of this Prospectus, the redemption
ratio is one Share for each Common OP Unit redeemed, but such redemption ratio
is subject to adjustment in certain events pursuant to anti-dilution provisions
contained in the Partnership Agreement. The Shares offered by this Prospectus
were issued, or may be issued in the future, to the Selling Shareholders in
redemption of Common OP Units held by the Selling Shareholders. None of the
Selling Shareholders is an affiliate of the Company, and each Selling
Shareholder owns beneficially less than one percent of the outstanding Common
Stock.
- 8 -
<PAGE> 10
The following table sets forth the number of Shares of Common Stock
beneficially owned by each of the Selling Shareholders (or the number of Shares
of Common Stock which may be received by the Selling Shareholders upon
conversion of Common OP Units), which were the only shares of Common Stock or
Common OP Units held by the Selling Shareholders as of the close of business on
December 15, 1996, except as otherwise indicated in the footnote hereto.
Name of Selling Shareholder Shares
--------------------------- ------
Jewish Communal Fund........................... 8,171
Chester A. Edwards............................. 2,917
Water Oak, Ltd.(1)............................. 42,456
------
TOTAL......................................... 53,544
USE OF PROCEEDS
The Company will not receive any of the proceeds of any sale by the
Selling Shareholders.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold by the Selling Shareholders or by
pledgees, donees, transferees or other successors in interest (collectively
with the Selling Shareholders, the "Sellers") acting as principals for their
own accounts. The Company will not receive any of the proceeds of this
offering.
The Sellers, directly or through brokers, dealers, underwriters, agents or
market makers, may sell some or all of the Shares. Any broker, dealer,
underwriter, agent or market maker participating in a transaction involving the
Shares may receive a commission from the Sellers. Usual and customary
commissions may be paid by the Sellers. The broker, dealer, underwriter or
market maker may agree to sell a specified number of the Shares at a stipulated
price per Share and, to the extent that such person is unable to do so acting
as an agent for the Sellers, to purchase as principal any of the Shares
remaining unsold at a price per Share required to fulfill the person's
commitment to the Sellers.
A broker, dealer, underwriter or market maker who acquires the Shares from
the Sellers as a principal for its own account may thereafter resell such
Shares from time to time in transactions (which may involve block or cross
transactions and which may also involve sales to or through another broker,
dealer, underwriter, agent or market maker, including transactions of the
nature described above) on the New York Stock Exchange, in negotiated
transactions or otherwise, at market prices prevailing at the time of the sale
or at negotiated prices. In connection with such resales, the broker, dealer,
underwriter, agent or market maker may pay commissions to or receive
commissions from the purchasers of the Shares. The Sellers also may sell some
or all of the Shares directly to purchasers without the assistance of a broker,
dealer, underwriter, agent or market maker and without the payment of any
commissions.
Other than any commissions or discounts paid or allowed by the Selling
Shareholders to underwriters, dealers, brokers or agents and expenses related
to the registration of Shares held by Water Oak, Ltd., all expenses incurred
in connection with this offering are being borne by the Company.
Pursuant to the registration rights granted to the Selling Shareholders in
connection with the issuance of Common OP Units to the Selling Shareholders, the
Company has agreed to indemnify the 18 Selling Shareholders and any person who
controls a Selling Shareholder against certain liabilities and expenses arising
out of or based upon the information set forth or incorporated by reference in
this Prospectus, and the Registration Statement of which this Prospectus is a
part, including liabilities under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any broker, dealer, underwriter, agent
or market maker and, if any such broker, dealer, underwriter, agent or market
maker purchases any of the Shares as principal, any profits received on the
resale of such Shares, may be deemed to be underwriting commissions or discounts
under the Securities Act.
- -------------------------
(1) Also beneficially owns an additional 202 shares of Common Stock.
- 9 -
<PAGE> 11
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for
the Company by Jaffe, Raitt, Heuer & Weiss, Professional Corporation, Detroit,
Michigan.
EXPERTS
The consolidated financial statements and consolidated financial statement
schedules of the Company as of December 31, 1995 and 1994, and for the years
ended December 31, 1995, 1994 and 1993 included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995 and incorporated by reference
herein, have been audited by Coopers & Lybrand L.L.P., independent certified
public accountants, to the extent and for the periods indicated in their
reports and have been incorporated herein in reliance on such reports given on
the authority of that firm as experts in accounting and auditing.
- 10 -
<PAGE> 12
<TABLE>
<S> <C>
======================================================== ========================================
No dealer, salesperson or other individual has
been authorized to give any information or to
make any representations not contained or
incorporated by reference in this Prospectus in 53,544 SHARES
connection with any offering to be made by the
Prospectus. If given or made, such information
or representations must not be relied upon as
having been authorized by the Company. This
Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, the
Securities, in any jurisdiction where, or to
any person to whom, it is unlawful to make such
offer or solicitation. Neither the delivery of
this Prospectus nor any offer or sale made
hereunder shall, under any circumstance, create
an implication that there has been no change in
the facts set forth in this Prospectus or in
the affairs of the Company since the date
hereof. SUN COMMUNITIES, INC.
TABLE OF CONTENTS
PROSPECTUS
Page COMMON STOCK
----
------------
Available Information....................... 2
Incorporation of Certain Documents
by Reference......................... 2 PROSPECTUS
The Company................................. 3 ----------
Risk Factors................................ 4
Selling Shareholders........................ 8
Use of Proceeds............................. 9
Plan of Distribution........................ 9
Legal Matters ............................. 10 , 1997
Experts.................................... 10
==================================================== ========================================
</TABLE>
- 11 -
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN 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........................................ $ 517
Legal Fees and Expenses................................. 5,000
Accounting Fees and Expenses............................ 3,000
Miscellaneous........................................... 2,500
-------
Total................................................... $11,017
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's charter authorizes the Company to obligate itself to
indemnify its present and former directors and officers and to pay or reimburse
expenses for such individuals in advance of the final disposition of a
proceeding to the maximum extent permitted from time to time by Maryland law.
The Company's bylaws obligate it to indemnify and advance expenses to present
and former directors and officers to the maximum extent permitted by Maryland
law. The MGCL permits a corporation to indemnify its present and former
directors and officers, among others, 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 in those capacities unless it is established that: (i) the act or
omission of the director or officer 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 director or officer actually
received an improper personal benefit in money, property, or services; or (iii)
in the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful.
The MGCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that:
(i) it is proved that the person actually received an improper benefit or
profit in money, property or services; or (ii) a judgment or other final
adjudication is entered in a proceeding based on a finding that the person'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. The
Company's charter contains a provision providing for elimination of the
liability of its directors or officers to the Company or its stockholders for
money damages to the maximum extent permitted by Maryland law from time to
time.
The partnership agreement of the Operating Partnership also provides for
indemnification of the Company and its officers and directors to the same
extent indemnification is provided to officers and directors of the Company in
its charter, and limits the liability of the Company and its officers and
directors to the Operating Partnership and its respective partners to the same
extent the liability of the officers and directors of the Company to the
Company and its stockholders is limited under the Company's charter.
II-1
<PAGE> 14
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1 Form of Common Stock Certificate (Incorporated by reference
from Exhibit 2 to Amendment No. 1 to Form S-11 filed by the
Company on November 5, 1993, File No. 33-69340)
4.2 Articles VI and VII of the Company's Amended and Restated
Articles of Incorporation (Incorporated by reference from
Exhibit 3.1 to Amendment No. 1 to Form S-11 filed by the
Company on November 5, 1993, File No. 33-69340)
*5.1 Opinion of Jaffe, Raitt, Heuer & Weiss, Professional
Corporation as to legality of securities
*23.1 Consent of Coopers & Lybrand L.L.P., independent
accountants
*23.2 Consent of Jaffe, Raitt, Heuer & Weiss, Professional
Corporation (included in Exhibit 5.1)
*Filed herewith.
ITEM 17.UNDERTAKINGS
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 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 this registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value
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 a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table set forth in this registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
II-2
<PAGE> 15
(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 herein, 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.
The undersigned Registrant hereby undertakes that, for the 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 Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the Securities offered herein, and the offering of such Securities
at that time shall be deemed to be the initial bona fide offering thereof; and
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 provisions described under Item 15 above 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 Act 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 against the Registrant 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 Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 16
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 the
requirements for 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 Farmington Hills, State of Michigan, on January 10,
1997.
SUN COMMUNITIES, INC.,
a Maryland corporation
By: /s/ Jeffrey P. Jorissen
--------------------------------------
Jeffrey P. Jorissen, Chief
Financial Officer, Secretary
and Principal Accounting Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Sun Communities, Inc. hereby constitutes and appoints Milton M.
Shiffman, Gary A. Shiffman, and Jeffrey P. Jorissen, or any of them, his
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign any or all amendments
or post-effective amendments to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith or in
connection with the registration of the shares of Common Stock under the
Securities Act of 1933, 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 in connection
with such matters as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may 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.
NAME TITLE DATE
- ------------------------- -------------------- ----------------
/s/ Milton M. Shiffman Chairman of the January 10, 1997
- ---------------------- Board of Directors
Milton M. Shiffman
/s/ Gary A. Shiffman Chief Executive January 10, 1997
- -------------------- Officer, President,
Gary A. Shiffman and Director
/s/ Jeffrey P. Jorissen Senior Vice January 10, 1997
- ----------------------- President,
Jeffrey P. Jorissen Treasurer, Chief
Financial Officer,
and Secretary
(principal accounting
and financial officer)
/s/ Carl R. Weinert Director January 10, 1997
- --------------------
Carl R. Weinert
/s/ Paul D. Lapides Director January 10, 1997
- -------------------
Paul D. Lapides
/s/ Ted J. Simon Director January 10, 1997
- ----------------
Ted J. Simon
II-4
<PAGE> 17
NAME TITLE DATE
- ----------------------- ----------- ---------------
/s/ Clunet R. Lewis Director December 30, 1996
- -------------------
Clunet R. Lewis
/s/ Ronald L. Piasecki Director January 10, 1997
- ----------------------
Ronald L. Piasecki
/s/ Arthur A. Weiss Director January 10, 1997
- -------------------
Arthur A. Weiss
II-5
<PAGE> 18
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4.1 Form of Common Stock Certificate (Incorporated by reference
from Exhibit 2 to Amendment No. 1 to Form S-11 filed by the
Company on November 5, 1993, File No. 33-69340)
4.2 Articles VI and VII of the Company's Amended and Restated
Articles of Incorporation (Incorporated by reference from
Exhibit 3.1 to Amendment No. 1 to Form S-11 filed by the
Company on November 5, 1993, File No. 33-69340)
*5.1 Opinion of Jaffe, Raitt, Heuer & Weiss, Professional
Corporation, as to legality of securities
*23.1 Consent of Coopers & Lybrand L.L.P., independent accountants
*23.2 Consent of Jaffe, Raitt, Heuer & Weiss, Professional
Corporation (included in Exhibit 5.1)
*Filed herewith.
II-6
<PAGE> 1
EXHIBIT 5.1
[JAFFE, RAITT, HEUER & WEISS LETTERHEAD]
January 14, 1997
Sun Communities, Inc.
31700 Middlebelt Road, Suite 145
Farmington Hills, Michigan 48334
Gentlemen:
We have acted as counsel to Sun Communities, Inc. (the "Company"), a
Maryland corporation, in connection with the registration by the Company of
53,544 shares (the "Shares") of Common Stock, $.01 par value per share ("Common
Stock") pursuant to a Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on or about January 14, 1997 (the
"Registration Statement"). This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. 229.601(b)(5), in connection with the Registration
Statement.
We do not purport to be experts on or to express any opinion in this
letter concerning any law other than the laws of the State of Michigan and the
General Corporation Law of Maryland, and this opinion is qualified accordingly.
This opinion is limited to the matters expressly set forth in this letter, and
no opinion is to be inferred or may be implied beyond the matters expressly so
stated. In rendering the opinion contained in this letter, we have assumed
without investigation that the information supplied to us by the Company is
accurate and complete.
For purposes of this opinion letter, we have examined copies of the
following documents:
A. An executed copy of the Registration Statement;
B. The Company's Articles of Amendment and Restatement (the "Charter");
C. Second Amended and Restated Limited Partnership Agreement of
Sun Communities Operating Limited Partnership;
D. The first through nineteenth amendments, inclusive, to the
Second Amended and Restated Limited Partnership Agreement of Sun
Communities Operating Limited Partnership;
E. The Bylaws of the Company;
F. The Company's corporate minute book; and
G. An Officer's Certificate (the "Certificate"), a copy of which
is attached to this letter as Exhibit A.
<PAGE> 2
Sun Communities, Inc.
January 14, 1997
Page 2
The documents listed in items A-G above are collectively referred to as
the "Documents".
In rendering our opinion, we have assumed, without independent
verification, that: (i) all signatures are genuine; (ii) all Documents
submitted to us as originals are authentic; and (iii) all Documents submitted
to us as copies conform to the originals of such Documents. Our review has
been limited to examining the Documents and applicable law.
To the extent that any opinion in this letter relates to or is dependent
upon factual information, we have relied exclusively upon the factual
representations and warranties set forth in the Certificate, and we have not
undertaken to independently verify any such facts or information.
Based upon, subject to and limited by the foregoing, we are of the opinion
that, as of the date hereof:
1. The Shares that have been issued are validly issued, fully
paid, and non-assessable.
2. The Shares that may be issued in the future in exchange for
Common OP Units (as such term is defined in the Registration
Statement) have been duly authorized.
3. Upon issuance in the manner described in the Registration
Statement of the Shares that are to be issued in exchange for the
Common OP Units, such Shares will be validly issued, fully paid, and
non-assessable.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement, and to the use of the name of our firm in the
Prospectus under the caption "LEGAL MATTERS".
Very truly yours,
JAFFE, RAITT, HEUER & WEISS
Professional Corporation
/s/ Jeffrey L. Forman
Jeffrey L. Forman
<PAGE> 3
EXHIBIT "A"
OFFICER'S CERTIFICATE
The undersigned, the duly elected and acting Secretary and Senior Vice
President of SUN COMMUNITIES, INC., a Maryland corporation (the "Corporation"),
hereby represents and warrants the following to Jaffe, Raitt, Heuer & Weiss,
professional corporation ("JRH&W"):
1. Sun Communities, Inc. ("Sun") is a corporation formed under the
laws of the State of Maryland.
2. The Articles of Amendment and Restatement of the Company have
not been amended since November 8, 1993.
3. The Second Amended and Restated Limited Partnership Agreement
of Sun Communities Operating Limited Partnership, a Michigan limited
partnership, has not been amended other than pursuant to amendments
prepared by JRH&W.
January 14, 1997
---------------------------------
Jeffrey P. Jorissen, Senior Vice
President and Secretary of Sun
Communities, Inc.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated February 23, 1996, on our audit of the
consolidated financial statements and financial statement schedule of Sun
Communities, Inc. which report is incorporated by reference from the Annual
Report on Form 10-K for the year ended December 31, 1995.
We also consent to the incorporation by reference in this registration
statement on Form S-3 of our report dated February 14, 1996, on our audits of
the historical summaries of combined gross income and direct operating expenses
of the Aspen Properties for the years ended December 31, 1995, 1994 and 1993
which report is incorporated by reference from the March 20, 1996 Form 8-K of
Sun Communities, Inc.
We also consent to the reference to our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
Detroit, Michigan
January 7, 1997
