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Registration No. 333-_______________
As filed with the Securities and Exchange Commission on January 30, 1998
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
SUN COMMUNITIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENT)
MARYLAND 38-2730780
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)
_______________
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)
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. ______.
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
___________________________________________________________________________________________________________________________________
Proposed Maximum Amount of
Title of Each Class of Securities Aggregate Offering Registration Fee
Price (1)
___________________________________________________________________________________________________________________________________
<S> <C> <C>
Common Stock, $.01 par value $8,862,857 $2,615
___________________________________________________________________________________________________________________________________
</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 27, 1998.
________________________
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 relating 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 reconstitute 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, solicitaiton or sale
would be unlawful prior to registration or qualification
under the securities laws of any such State.
SUBJECT TO COMPLETION
PROSPECTUS DATED JANUARY 30, 1998
PROSPECTUS
255,967 SHARES
SUN COMMUNITIES, INC.
COMMON STOCK
This Prospectus relates to 255,967 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 certain 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 presently 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, 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 28, 1998 was $35.125 per share.
SEE "RISK FACTORS" ON PAGE 3 FOR CERTAIN FACTORS RELATING TO AN INVESTMENT IN
THE SHARES.
____________________________
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.
____________________________
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 January __________, 1998.
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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, 1996, filed with the Commission on March 31, 1997.
2 . The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, filed with the Commission on May 12,
1997.
3 . The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, filed with the Commission on August 13,
1997.
4 . The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997, filed with the Commission on
November 13, 1997.
5 . The Company's Current Report on Form 8-K dated August 20, 1997
and filed with the Commission on August 21, 1997.
6 . The Company's Current Report on Form 8-K dated December 31,
1997 and filed with the Commission on January 7, 1998.
7 . The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated November 23, 1993,
No. 1-12616.
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
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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
(248) 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 and Sun Home Services, 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 December 1, 1997, the
Company owned, managed, and/or financed a portfolio of 99 manufactured housing
community properties (the "Properties") located in 13 states and Canada
containing an aggregate of approximately 36,000 developed sites and
approximately 3,600 sites suitable for development. Consistent with the
Company's strategy of growth through acquisitions, the Company has acquired 62
of the Properties since its initial public offering in December 1993 (the
"IPO").
The Company is the sole general partner of, and, as of December 29,
1997, held approximately 88% 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 Company's 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") (estimated to be
no greater than approximately $40,000 in 1997), 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. 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 (248) 932-3100. The Company has regional property
management offices in Elkhart, Indiana and Tampa, Florida.
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, Gary A. Shiffman,
Milton M. Shiffman, and Jeffrey P. Jorissen (Gary A. Shiffman, Milton M.
Shiffman, and Jeffrey P. Jorissen are sometimes hereinafter collectively
referred to as 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
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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 December 1, 1997, the Company had outstanding $45.0 million of
indebtedness that is collateralized by mortgage liens on seven 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.
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.
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."
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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 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 and an approximately $19 million mortgage loan it has made to
two entities that each operate a manufactured housing communities in Delaware
(the "Delaware Mortgages"; the Delaware Mortgages and the Canadian Mortgage are
sometimes hereinafter collectively referred to as the "Mortgages"), the Company
may invest in additional mortgages in the future. By virtue of its investment
in the Mortgages 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
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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 engaged in the
development of new communities. 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 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 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
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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.
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. As of December 29, 1997, the Principals held 972,822
shares of Common Stock. In addition, as of December 29, 1997, up to 3,683,855
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). Furthermore, 28,281 Common OP Units were issued to
Water Oak, Ltd. as of January 1, 1998 and may be converted into common stock by
Water Oak, Ltd. and sold pursuant to this prospectus. The Principals and the
Former General Partners may sell such shares pursuant to registration rights or
an available exemption from registration. Also, Water Oak, Ltd., a former
owner of one of the Properties, will be issued Common OP Units with an
aggregate value of $11.1 million over the 11-year period beginning in January
1999 and continuing on an annual basis through 2009. In addition, as of
December 29, 1997, 1,592,841 shares have been reserved for issuance (of which
options for 429,979 shares have been exercised as of December 1, 1997) 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
Each of the Selling Shareholders is a holder 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 may be issued in the future to the Selling
Shareholders in
-7-
<PAGE> 9
redemption of Common OP Units held by the Selling Shareholders. None of the
Selling Shareholders is an affiliate of the Company.
The following table sets forth certain information regarding the
Selling Shareholders and the shares of Common Stock beneficially owned by each
of them:
<TABLE>
<CAPTION>
Shares Beneficially
Owned After
Shares of Common Completion of
Stock Beneficially the Offering (2)
Owned Prior to the Number of Shares ----------------
Selling Shareholder Offering (1) Being Offered (1) Number Percent (3)
------------------- --------------------- ------------------ ----------- -----------
<S> <C> <C> <C> <C>
Jewish Communal Fund 5,000 5,000 0 (4)
Henry S. Gornbein 6,126 6,126 0 (4)
Estate of Donald L. Smith 214,248 214,248 0 (4)
Harold S. Taxel, Chapter 7 13,875 2,312 11,563 (4)
Trustee for Howard B.
Kaplan
Water Oak, Ltd. 37,287 28,281 9,006 (4)
TOTAL 276,536 255,967 20,569
</TABLE>
(1) Each of the Selling Shareholders does not own any shares of Common Stock
as of the date of this prospectus. The number set forth in each column is
the number of shares of Common Stock that would be received upon a
conversion of Common OP Units held by each such Selling Shareholder.
(2) Assumes that all Shares being offered and registered hereunder are sold,
although no Selling Shareholder is obligated to sell any Shares.
(3) Based upon 16,587,119 shares of Common Stock outstanding as of December
29, 1997.
(4) Less than one percent (1%).
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, all expenses incurred
in connection with this offering are being borne by the Company.
-8-
<PAGE> 10
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 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.
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 schedule of the Company as of December 31, 1996 and 1995, and for the
years ended December 31, 1996, 1995 and 1994 included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 have been incorporated
herein in reliance on the report of Coopers & Lybrand L.L.P., independent
certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.
-9-
<PAGE> 11
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 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 circumstances
create an implication that there has been no change in
the facts set forth in this Prosjpectus or in the affairs
of the Company since the date hereof.
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<S> <C>
Page
----
Available Information.................................2
Incorporation of Certain Documents by
Reference....................................2
The Company...........................................3
Risk Factors..........................................3
Selling Shareholders..................................7
Use of Proceeds.......................................8
Plan of Distribution..................................8
Legal Matters.........................................9
Experts...............................................9
</TABLE>
JANUARY _____, 1998
255,967 SHARES
SUN COMMUNITIES, INC.
COMMON STOCK
________________
PROSPECTUS
__________
-10-
<PAGE> 12
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.
<TABLE>
<S> <C>
Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,615
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 7,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 3,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000
-----
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13,615
=======
</TABLE>
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> 13
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> 14
(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> 15
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 29, 1998.
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.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Milton M. Shiffman Chairman of the Board of Directors January 29, 1998
-----------------------------------------
Milton M. Shiffman
/s/ Gary A. Shiffman Chief Executive Officer, President, January 29, 1998
-----------------------------------------
Gary A. Shiffman and Director
/s/ Jeffrey P. Jorissen Senior Vice President, Treasurer, January 29, 1998
-----------------------------------------
Jeffrey P. Jorissen Chief Financial Officer, and
Secretary (principal accounting and
financial officer)
/s/ Paul D. Lapides Director January 28, 1998
-----------------------------------------
Paul D. Lapides
/s/ Ted J. Simon Director January 28, 1998
-----------------------------------------
Ted J. Simon
/s/ Clunet R. Lewis Director January 30, 1998
-----------------------------------------
Clunet R. Lewis
/s/ Ronald L. Piasecki Director January 28, 1998
-----------------------------------------
Ronald L. Piasecki
</TABLE>
II-4
<PAGE> 16
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Arthur A. Weiss Director January 29, 1998
-----------------------------------------
Arthur A. Weiss
</TABLE>
II-5
<PAGE> 17
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 29, 1998
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
255,967 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 30, 1998 (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 forty-fifth 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
[JAFFE, RAITT, HEVER & WEISS LETTERHEAD]
Sun Communities, Inc.
January 29, 1998
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 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.
2. 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 President and Chief
Executive Officer 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 28, 1998
______________________________
Gary A. Shiffman, President
and Chief Executive Officer
<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 25, 1997, on our audits 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, 1996.
We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Detroit, Michigan
January 27, 1998
