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As filed with the Securities and Exchange Commission on September 25, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 (I.R.S. Employer Identification No.)
of Incorporation or Organization)
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GARY A. SHIFFMAN
PRESIDENT
31700 MIDDLEBELT ROAD
SUITE 145
FARMINGTON HILLS, MICHIGAN 48334
(248) 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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Proposed Maximum
Aggregate Offering Amount of
Title of Each Class of Securities Price (1) Registration Fee
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<S> <C> <C>
Common Stock, $.01 par value $169,375.00 $49.97
</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 September 23, 1998.
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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.
<PAGE> 2
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 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 STATE.
SUBJECT TO COMPLETION
PROSPECTUS DATED SEPTEMBER 25, 1998
PROSPECTUS
5,000 SHARES
SUN COMMUNITIES, INC.
COMMON STOCK
This Prospectus relates to 5,000 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 may be issued in the future to
a certain holder (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 the Selling Shareholders 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 September 23, 1998, was $34.00 per share.
SEE "RISK FACTORS" ON PAGE 3 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 September __, 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 and copied 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
site on the World Wide Web, and the reports, proxy information and statements,
and other information filed by the Company with the Commission may be accessed
electronically on the Web at http://www.sec.gov. 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 others are not necessarily complete, and in each instance,
reference is made to the copy of such contract or 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, 1997, filed with the Commission on March 24,
1998.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, filed with the Commission on May 12,
1998.
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, filed with the Commission on August 10,
1998.
4. The Company's Current Report on Form 8-K dated December 31,
1997, filed with the Commission on January 7, 1998, and
amended by the Company's Current Report on Form 8-K/A filed on
March 16, 1998.
5. The Company's Current Report on Form 8-K dated April 24, 1998,
and filed with the Commission on June 1, 1998.
6. 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 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
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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 August 1, 1998, the Company
owned, managed, and/or financed a portfolio of 102 manufactured housing
community properties (the "Properties") located in fifteen states containing an
aggregate of approximately 36,200 developed sites and approximately 5,500 sites
suitable for development.
The Company is the sole general partner of, and, as of August 1, 1998,
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 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"), 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 (Jeffrey
P. Jorissen and the Principals are sometimes hereinafter collectively referred
to as the "Senior Officers"), each an officer of the Company, as the holders of
all the common stock of Home Services. 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, the Senior Officers 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 Senior Officers 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 Senior Officers, 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
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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 August 1, 1998, the Company had outstanding $62.1 million of
indebtedness that is collateralized by mortgage liens on eleven 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 Senior Officers. 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
Senior Officers.
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
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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's only investment in
mortgages is an approximately $15.5 million mortgage loan it has made to two
entities that each operate a manufactured housing community in Delaware (the
"Delaware Mortgages"), the Company may invest in additional mortgages in the
future. By virtue of its investment in the Delaware 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 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
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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 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,
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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 August 1, 1998, the Principals held 1,039,122 shares of
Common Stock. In addition, as of August 1, 1998, up to 3,500,210 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, 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 August 1, 1998, 1,635,790 shares have been reserved for issuance (of which
options for 482,171 shares have been exercised as of August 1, 1998) 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. The Company has also reserved
240,000 shares of Common Stock for issuance commencing January 31, 2002 pursuant
to its Long Term Incentive Plan which is for the benefit of all salaried
employees of the Company other than its officers. 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
The Selling Shareholders are 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 redemption of Common
OP Units held by the Selling Shareholders. None of the Selling Shareholders is
an affiliate of the Company.
-7-
<PAGE> 9
The following table sets forth certain information regarding the
Selling Shareholders and the shares of Common Stock beneficially owned by them:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Shares Beneficially
Shares of Common Owned After
Stock Beneficially Number of Completion of
Owned Prior to the Shares the Offering (2)(3)
-------------------------
Selling Shareholder Offering (1) Being Offered Number Percent
------------ ------------- ------ -------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gregory B. Stewart and 25,207 5,000 20,207 (4)
Margaret H. Stewart
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The number set forth in this column is the number of shares of Common
Stock that would be received upon a conversion of Common OP Units held by
the Selling Shareholders.
(2) Assumes that all Shares being offered and registered hereunder are sold,
although the Selling Shareholders are not obligated to sell any Shares.
(3) Based upon 17,064,337 shares of Common Stock outstanding as of July 31,
1998.
(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.
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
-8-
<PAGE> 10
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, 1997 and 1996, and for the
years ended December 31, 1997, 1996 and 1995 included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 have been incorporated
herein in reliance on the report of PricewaterhouseCoopers LLP, independent
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 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.
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<CAPTION>
Page
<S> <C>
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>
================================================================================
5,000 SHARES
SUN COMMUNITIES, INC.
COMMON STOCK
--------------
PROSPECTUS
--------------
SEPTEMBER , 1998
================================================================================
<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...............................................................$ 50
Legal Fees and Expenses.......................................................... 5,000
Accounting Fees and Expenses..................................................... 3,000
Miscellaneous.................................................................... 2,500
-------
Total............................................................................$10,550
=======
</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
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C> <C>
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 PricewaterhouseCoopers LLP, independent accountants
*23.2 Consent of Jaffe, Raitt, Heuer & Weiss, Professional Corporation
(included in Exhibit 5.1)
</TABLE>
*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 September 11,
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 September 22, 1998
------------------------------------------
Milton M. Shiffman
/s/ Gary A. Shiffman Chief Executive Officer, President, September 22, 1998
------------------------------------------ and Director
Gary A. Shiffman
/s/ Jeffrey P. Jorissen Senior Vice President, Treasurer, September 11, 1998
------------------------------------------ Chief Financial Officer, and
Jeffrey P. Jorissen Secretary (principal accounting and
financial officer)
/s/ Paul D. Lapides Director September 22, 1998
------------------------------------------
Paul D. Lapides
/s/ Ted J. Simon Director September 22, 1998
------------------------------------------
Ted J. Simon
/s/ Clunet R. Lewis Director September 1, 1998
------------------------------------------
Clunet R. Lewis
/s/ Ronald L. Piasecki Director September 3, 1998
------------------------------------------
Ronald L. Piasecki
/s/ Arthur A. Weiss Director September 22, 1998
------------------------------------------
Arthur A. Weiss
</TABLE>
II-4
<PAGE> 16
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 PricewaterhouseCoopers LLP, independent accountants
*23.2 Consent of Jaffe, Raitt, Heuer & Weiss, Professional Corporation
(included in Exhibit 5.1)
*Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[JAFFE, RAITT, HEUER & WEISS LETTERHEAD]
September 24, 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
5,000 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 September 25, 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 sixty-eighth 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, HEUER & WEISS
Sun Communities, Inc.
September 24, 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.
September 24, 1998
--------------------------------------------
Gary A. Shiffman, President and Chief
Executive Officer
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-3 of our
report dated February 23, 1998, on our audits of the consolidated financial
statements and financial statement schedule of Sun Communities, Inc. We also
consent to the references to our firm under the captions "Experts."
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
September 21, 1998
