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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT: DECEMBER 31, 1997
(Date of earliest event reported)
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
MICHIGAN COMMISSION FILE NO. 333-2522-01 38-3144240
(State of Organization) (IRS Employer I.D. No.)
31700 MIDDLEBELT ROAD
SUITE 145
FARMINGTON HILLS, MICHIGAN 48334
(Address of principal executive offices)
(248) 932-3100
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OF ASSETS.
Sun Communities Operating Limited Partnership and its subsidiaries (the
"Company") acquired twelve (12) manufactured housing communities during the
1997 calendar year for an aggregate purchase price of $72.4 million. Each of
the acquisitions was funded with available cash on hand or a borrowing under
the Company's line of credit. Set forth below is a summary of each such
acquisition:
<TABLE>
<CAPTION>
PURCHASE
NAME OF NUMBER PRICE
DATE SELLER COMMUNITY LOCATION OF SITES1 (MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
1/23/97 Carrington Pointe, Inc. Carrington Pointe Ft. Wayne, Indiana 170(2) $ 4.0(3)
2/27/97 Dusek Family Revocable Snow to Sun RV Weslaco, Texas 486(4) $ 1.9
Living Trust Mobile Home Park
5/30/97 MELSU Properties Limited Gold Coaster Florida City, 547 $ 7.0(5)
Partnership Florida
9/17/97 Barchester Corporation Holly Forest Holly Hill and 502 $ 11.5
Estates and Elmwood Daytona Beach,
Mobile Home Park Florida
9/25/97 Groves Associates Realty Groves RV Resort Lee County, Florida 306(6) $ 2.5
Limited Partnership
10/9/97 B.J. Resorts, Inc. Casa del Valle Alamo, Texas 408(7) $ 2.5
11/14/97 Woodside Terrace, Ltd. Woodside Terrace Springfield, Ohio 439 $ 9.5(8)
12/10/97 R.D. Lammy, R.D. Lammy, White Oak Estates Mt. Morris, Michigan 390(9) $9.7(10)
II, and Deborah L.
Campbell
12/17/97 Willowbrook Co., Ltd. Willowbrook Toledo, Ohio 266 $7.1(11)
12/23/97 White Lake Mobile Home, White Lake White Lake, Michigan 268 $ 6.7
L.L.C.
12/31/97 Southfork Growth & Income Southfork Belton, Missouri 476 $ 10.0
Fund-Kansas City, Ltd.
</TABLE>
(1) All sites are manufactured home sites unless otherwise described.
(2) Property also includes approximately 338 additional undeveloped expansion
sites (including the 170 sites referenced in footnote 3 below).
(3) The Company originally purchased the community for $3.6 million on
January 23, 1997, and then purchased an adjacent parcel for $400,000 on July 28,
1997 pursuant to an option granted to the Company in connection with the
original purchase. The Company plans to use the adjacent parcel for the
development of approximately 170 manufactured home sites.
(4) 310 recreational vehicle sites and 176 manufactured home sites.
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(5) $4.4 million of purchase price paid at closing and additional maximum
payments in the aggregate amount of $2.6 million will be paid contingent on
certain leasing requirements being satisfied.
(6) All sites are recreational vehicle sites.
(7) 294 recreational vehicle sites and 114 manufactured home sites.
(8) The Company has leased the community from the seller pursuant to a lease
that expires November 30, 2002. The Company has the option to purchase the
community upon the expiration of the lease for consideration of $9.5 million
payable in cash or, at seller's option if seller qualifies as an "accredited
investor", limited partnership interests in Sun Communities Operating Limited
Partnership. If the Company does not exercise its option to purchase, the
seller has the right to cause the Company to purchase the community at the
expiration of the lease at the option price on the same terms.
(9) Property also includes approximately 87 additional undeveloped expansion
sites.
(10) $7.8 million of purchase price paid at closing with remainder to be paid
upon seller's completion of community expansion.
(11) The Company has leased the community from the seller pursuant to a lease
that expires December 31, 2002. The Company has the option to purchase the
community at any time upon the expiration of the lease for consideration of
$7.1 million payable in cash or, at seller's option if seller qualifies as an
"accredited investor", limited partnership interests in Sun Communities
Operating Limited Partnership. If the Company does not exercise its option to
purchase, the seller has the right to cause the Company to purchase the
community at the expiration of the lease at the option price on the same terms.
ITEM 5. OTHER EVENTS.
On July 15, 1997, the Company made a $11.4 million loan to Sea Breeze
Limited Partnership that is secured by a collateral assignment of the
partnership interests in the partnership which owns a 528-site manufactured
housing and recreational vehicle community known as "Sea Air". The Company
also entered into an agreement to manage the community and has an option to
purchase such community for a price equal to 8.1 times the gross operating
revenue at any time prior to the earlier of (i) 30 days after the mortgage loan
is paid off or (ii) July 31, 2002.
On July 15, 1997, the Company also made a $7.9 million mortgage loan to
High Point Associates, L.P. that is secured by a mortgage on a 395-site
manufactured housing community known as "High Point". The Company also entered
into an agreement to manage the community and has an option to purchase such
community for a price equal to 8.1 times the gross operating revenue at any
time prior to the earlier of (i) 30 days after the mortgage loan is paid off or
(ii) July 31, 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
It is impracticable to provide the required financial statements for the
acquired properties at this time. The financial statements required by Item
7(a) will be filed under cover of Form 8-K/A as soon as practicable, but not
later than sixty (60) days after the date this report is required to be filed.
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(B) PRO FORMA FINANCIAL INFORMATION.
It is impracticable to provide the required pro forma financial
information for the acquired properties at this time. The pro forma financial
information required by Item 7(b) will be filed under cover of Form 8-K/A as
soon as practicable, but not later than sixty (60) days after the date this
report is required to be filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
By: Sun Communities, Inc.,
a Maryland corporation
Its: General Partner
Date: January 7, 1998 By: /s/ Jeffrey P. Jorissen
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Jeffrey P. Jorissen, Senior Vice President,
Treasurer, Chief Financial Officer, and Secretary
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