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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: SEPTEMBER 29, 1999
(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 5. OTHER EVENTS.
On September 29, 1999, Sun Communities, Inc., a Maryland corporation
(the "Company"), Sun Communities Operating Limited Partnership, a Michigan
limited partnership (the "Partnership"), Belcrest Realty Corporation, a Delaware
corporation ("Belcrest"), and Belair Real Estate Corporation, a Delaware
corporation (together with Belcrest, the "Contributors"), entered into a
Contribution Agreement (a copy of which is filed as an exhibit to this Form
8-K), pursuant to which, among other things, the Contributors contributed an
aggregate of $50 million to the Partnership in return for an aggregate of
2,000,000 9.125% Series A Cumulative Redeemable Perpetual Preferred Units in the
Partnership (the "Series A Preferred Units"). The rights, limitations and
preferences of the Series A Preferred Units are set forth in the One Hundred
Third Amendment to the Second Amended and Restated Limited Partnership Agreement
of the Partnership, dated as of September 29, 1999 (the "Amendment"), a copy of
which is filed as an exhibit to this Form 8-K.
The Series A Preferred Units will be exchangeable, in whole but not in
part, at any time on or after September 29, 2009 at the option of the holders
thereof for 9.125% Series A Cumulative Redeemable Preferred Stock of the Company
(the "Series A Preferred Stock") at an exchange rate of one share of Series A
Preferred Stock for one Series A Preferred Unit, subject to adjustment as set
forth in the Amendment, and at certain earlier times pursuant to the terms of
the Amendment. The rights, limitations and preferences of the Series A Preferred
Stock are set forth in that certain Articles Supplementary to the Charter of the
Company, dated as of September 29, 1999, a copy of which is filed as an exhibit
to this Form 8-K. The Company has granted certain registration rights to the
Contributors with respect to the Series A Preferred Stock pursuant to a
Registration Rights Agreement, dated as of September 29, 1999, among the Company
and the Contributors, a copy of which is filed as an exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4.1 One Hundred Third Amendment to the Second Amended and
Restated Limited Partnership Agreement of the
Partnership
99.1 Articles Supplementary to the Company's Charter,
dated as of September 29, 1999
99.2 Contribution Agreement, dated as of September 29,
1999, by and among the Company, the Partnership and
the Contributors
99.3 Registration Rights Agreement, dated as of September
29, 1999, by and among the Company and the
Contributors.
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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.
Dated: October 14, 1999 SUN COMMUNITIES OPERATING LIMITED
PARTNERSHIP, a Michigan limited partnership
By: Sun Communities, Inc., a Maryland corporation,
General Partner
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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SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
EXHIBIT INDEX
Exhibit
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4.1 One Hundred Third Amendment to the Second Amended and Restated Limited
Partnership Agreement of the Partnership*
99.1 Articles Supplementary to the Company's Charter, dated as of September
29, 1999*
99.2 Contribution Agreement, dated as of September 29, 1999, by and among
the Company, the Partnership and the Contributors*
99.3 Registration Rights Agreement, dated as of September 29, 1999, by and
among the Company and the Contributors*
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* Incorporated by reference to the Company's Current Report on Form 8-K
dated October 14, 1999
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