As filed with the Securities and Exchange Commission on June 8, 2000
Registration Nos. ______ and _______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
<TABLE>
<CAPTION>
<S> <C>
CHATEAU COMMUNITIES, INC. CP LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified in its charter)
MARYLAND MARYLAND
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or organization)
38-3132038 38-3140664
(IRS Employer Identification No.) (IRS Employer Identification No.)
</TABLE>
6160 SOUTH SYRACUSE WAY
GREENWOOD VILLAGE, COLORADO 80111
(303) 741-3707
(Address, including zip code, and telephone number, including area code,
of Registrants' principal executive offices)
----------------------------------
GARY P. MCDANIEL
6160 SOUTH SYRACUSE WAY
GREENWOOD VILLAGE, COLORADO 80111
(303) 741-3707
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------------
COPIES TO:
JAY L. BERNSTEIN, ESQ.
CLIFFORD CHANCE ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
----------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time or at one time after the effective date of the 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, 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, check the following box and
list the Securities Act registration statement number of 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>
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED(1) PROPOSED MAXIMUM OFFERING PRICE(2) AMOUNT OF REGISTRATION FEE(3)
<S> <C> <C>
Guarantees (4).......................................... $200,000,000
Debt Securities (5)..................................... $200,000,000
Total.......................................... $400,000,000 $52,800
</TABLE>
<PAGE>
(1) Pursuant to this Registration Statement, CP Limited Partnership may issue
Debt Securities and Chateau Communities, Inc. may issue Guarantees.
(2) The aggregate maximum public offering price of (i) all Debt Securities
issued by CP Limited Partnership pursuant to this Registration Statement
will not exceed $200,000,000 and (ii) all Guarantees issued by Chateau
Communities, Inc. pursuant to this Registration Statement will not exceed
$200,000,000.
(3) Registration fee for the Debt Securities only, pursuant to Rule 457(n) of
the rules and regulations under the Securities Act of 1933, as amended,
calculated pursuant to Rule 457(o).
(4) To the extent that any Debt Securities issued by CP Limited Partnership are
not deemed to be investment grade at the time of issuance, such Debt
Securities will be fully and unconditionally guaranteed by, and will be
accompanied by Guarantees of, Chateau Communities, Inc. None of the
proceeds from such Debt Securities will be received by Chateau Communities,
Inc. in connection with the issuance of the Guarantees.
(5) Such indeterminate amount of Debt Securities, as may from time to time be
issued by CP Limited Partnership, which will either be nonconvertible
investment grade debt securities at the time of issuance or other
nonconvertible debt securities that are fully and unconditionally
guaranteed by Chateau Communities, Inc.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
PROSPECTUS
----------
SUBJECT TO COMPLETION
DATED JUNE 8, 2000
$200,000,000
CHATEAU COMMUNITIES, INC.
GUARANTEES
$200,000,000
CP LIMITED PARTNERSHIP
DEBT SECURITIES
We may from time to time offer in one or more series unsecured
nonconvertible investment grade debt securities or other nonconvertible debt
securities of CP Limited Partnership, a majority-owned subsidiary of Chateau
Communities, Inc., with an aggregate initial offering price which will not
exceed $200,000,000. We may also issue from time to time guarantees of Chateau
Communities, Inc. fully and unconditionally guaranteeing the debt securities
offered by CP Limited Partnership. We will determine when we sell securities,
the amounts of securities we will sell and the prices and other terms on which
we sell them.
We will describe in a prospectus supplement, which we will deliver with
this prospectus, the terms of particular securities which we offer in the
future. For debt securities to be offered by CP Limited Partnership, we will
include in each prospectus supplement the title, aggregate principal amount,
denominations, maturity, rate, if any (which may be fixed or variable), or
method of calculation thereof, time of payment of any interest, any terms for
redemption at the option of CP Limited Partnership, any terms for sinking fund
payments, rank, any guarantees of Chateau Communities, Inc. and any other terms
in connection with the offering and sale of such debt securities.
We may sell securities to or through underwriters, through agents or
directly to purchasers. If any underwriters or agents are involved in the sale
of any securities, we will include their names and any applicable purchase
price, fee, commission or discount arrangement between or among them in a
prospectus supplement.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is _______, 2000
<PAGE>
The information in this prospectus is not complete and may be changed. We may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION
Certain information both included and incorporated by reference in this
prospectus may contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and as such may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of
Chateau Communities, Inc. to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Forward-looking statements, which are based on certain assumptions
and describe the future plans, strategies and expectations of Chateau
Communities, Inc. are generally identifiable by use of the words "may," "will,"
"should," "expect," "anticipate," "estimate," "believe," "intend," or "project"
or the negative thereof or other variations thereon or comparable terminology.
Factors which could have a material adverse effect on the operations and future
prospects of Chateau Communities, Inc. include, but are not limited to, changes
in: economic conditions generally and the real estate market specifically,
legislative/regulatory changes (including changes to laws governing the taxation
of real estate investment trusts), availability of capital, interest rates,
competition, supply and demand for properties in our current and proposed market
areas and general accounting principles, policies and guidelines applicable to
real estate investment trusts. These risks and uncertainties should be
considered in evaluating any forward-looking statements contained or
incorporated by reference in this prospectus.
2
<PAGE>
THE COMPANY AND THE OPERATING PARTNERSHIP
The debt securities are being offered by CP Limited Partnership (the
"Operating Partnership"), which is the operating partnership of Chateau
Communities, Inc., a self-administered and self-managed equity real estate
investment trust (the "Company"). At March 31, 2000, the Operating Partnership
owned and operated 165 manufactured home communities (the "Properties") located
in 28 states, with an aggregate of 51,862 residential homesites. At March 31,
2000, the total occupancy rate for the Properties, including properties under
development, was approximately 91.3% and the occupancy rate for the Operating
Partnership's stabilized property portfolio was approximately 93.1%. The
Operating Partnership also currently fee manages approximately 9,700 homesites
in 44 communities and conducts manufactured home sales and brokerage activities
through its taxable subsidiary, Community Sales, Inc.
The Company conducts substantially all of its activities through the
Operating Partnership in which, as of March 31, 2000, it owned, directly and
through ROC Communities, Inc. ("ROC"), the other general partner of the
Operating Partnership, an approximate 89% general partner interest. As general
partners of the Operating Partnership, the Company and ROC have unilateral
control and complete responsibility for the management of the Operating
Partnership and over each of the Properties. The Company's Common Stock is
listed on the New York Stock Exchange under the symbol "CPJ."
The Company's and the Operating Partnership's executive and principal
property management offices are located at 6160 South Syracuse Way, Greenwood
Village, Colorado 80111 and their telephone number is (303) 741-3707. The
Company and the Operating Partnership have regional property management offices
in Clinton Township, Michigan; Indianapolis, Indiana; Tampa, Florida; and
Atlanta, Georgia.
USE OF PROCEEDS
Except as otherwise provided in the applicable prospectus supplement,
the Operating Partnership intends to use the net proceeds from any sale of the
debt securities for working capital and for general corporate purposes, which
may include the repayment of indebtedness, the financing of capital commitments
and possible future acquisitions, expansions and development of manufactured
housing communities.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------
Quarter
Ended
March 31, 2000 1999 1998 1997 1996 1995
-------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings
to fixed charges........... 2.31x 2.37x 2.09x 1.94x 2.24x 2.12x
</TABLE>
Ratio of earnings to fixed charges represents income before
extraordinary items plus fixed charges to fixed charges (principally interest
and amortization of deferred financing costs).
3
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following sets forth certain general terms and provisions of the
Indenture under which the debt securities are to be issued by the Operating
Partnership. The particular terms of the debt securities will be set forth in a
prospectus supplement relating to such debt securities.
The debt securities may be issued by the Operating Partnership. The
debt securities will be either (i) nonconvertible investment grade debt
securities or (ii) nonconvertible debt securities that are fully and
unconditionally guaranteed by, and are accompanied by guarantees of, the
Company. The debt securities will be issued pursuant to an indenture, dated
December 19, 1997 (the "Indenture"), between the Operating Partnership and Bank
One Trust Company, N.A. (successor in interest to The First National Bank of
Chicago), as trustee (the "Trustee"). The Indenture has been filed as an exhibit
to the registration statement on Form S-3 of which this prospectus is a part,
subject to such amendments or supplements as may be adopted from time to time,
and is available for inspection as described below under "WHERE YOU CAN FIND
MORE INFORMATION." The Indenture is subject to, and governed by, the Trust
Indenture Act of 1939, as amended. The statements made hereunder relating to the
Indenture and the debt securities to be issued thereunder are summaries of
certain provisions thereof, do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indenture and the debt securities. As used herein, unless otherwise defined,
capitalized terms shall have the respective meanings set forth in the Indenture.
GENERAL
The debt securities will be direct, unsecured obligations of the
Operating Partnership. Except for any series of debt securities which is
specifically subordinated to other indebtedness of the Operating Partnership,
the debt securities will rank equally with all other unsecured and
unsubordinated indebtedness of the Operating Partnership.
Section 301 of the Indenture provides that the debt securities may be
issued without limit as to aggregate principal amount, in one or more series, in
each case as established from time to time in one or more board resolutions of,
or pursuant to authority granted by, the Company and ROC, as general partners of
the Operating Partnership, or in any indenture supplemental to the Indenture.
Prior to the issuance of debt securities of any series, any or all of the
following, as applicable (each of which (except for the matters set forth in
clauses (1), (2) and (13) below), if so provided, may be determined from time to
time by the Operating Partnership with respect to unissued debt securities of or
within the series when issued from time to time) and will be set forth in the
prospectus supplement relating to such series of debt securities:
(1) the title of the debt securities of or within the series
(which shall distinguish the debt securities of such series from all other
series in debt securities);
(2) any limit upon the aggregate principal amount of the
debt securities of or within the series that may be authenticated and delivered
under the Indenture;
(3) the percentage of the principal amount at which the debt
securities of the series will be issued and, if other than the principal amount
thereof, the portion of the principal amount thereof payable upon declaration of
acceleration of maturity thereof;
(4) the date or dates, or the method by which such date or
dates will be determined, on which the principal of the debt securities of or
within the series shall be payable and the amount of principal payable thereon;
(5) the rate or rates at which the debt securities of or
within the series shall bear interest, if any, or the method by which such rate
or rates shall be determined, the date or dates from which such interest shall
accrue or the method by which such date or dates shall be determined, the
Interest Payment Dates on which such interest will be payable and the Regular
Record Date, if any, for the interest payable on any debt security on any
Interest Payment Date, or the method by which such date shall be determined, and
the
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<PAGE>
basis upon which interest shall be calculated if other than that of a 360-day
year consisting of twelve 30-day months;
(6) the place or places, if any other than or in addition to
the Borough of Manhattan, the City of New York or the City of Chicago, where the
principal of (and premium or make-whole amount, if any) and interest, if any, on
the debt securities of or within the series will be payable, the debt securities
of or within the series may be surrendered for registration of transfer or
exchange and notices or demands to or upon the Operating Partnership in respect
of the debt securities of or within the series and the Indenture may be served;
(7) the period or periods within which the price or prices
(including the premium or make-whole amount, if any) at which, and other terms
and conditions upon which, debt securities of or within the series may be
redeemed, in whole or in part, at the option of the Operating Partnership, if
the Operating Partnership is to have the option;
(8) the obligation, if any, of the Operating Partnership to
redeem, repay or purchase debt securities of or within the series pursuant to
any sinking fund or analogous provision or at the option of a holder thereof,
and the period or periods within which or the date or dates on which, the price
or prices at which, and other terms and conditions upon which, debt securities
of or within the series shall be redeemed, repaid or purchased, in whole or in
part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which any debt securities of or within
the series shall be issuable;
(10) if other than the Trustee, the identity of each
Security Registrar and/or Paying Agent;
(11) if other than the principal amount thereof, the portion
of the principal amount of debt securities of or within the series that shall be
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 502 of the Indenture or the method by which such portion shall be
determined;
(12) whether the amount of payments of principal of (and
premium or make-whole amount, if any) or interest, if any, on the debt
securities of or within the series may be determined with reference to an index,
formula or other method (which index, formula or method may be based, without
limitation, on one or more currencies, currency units, composite currencies,
commodities, equity indices or other indices), and the manner in which such
amounts shall be determined;
(13) provisions, if any, granting special rights to the
holder of debt securities of or within the series upon the occurrence of such
events as may be specified;
(14) any deletions from, modifications of or additions to
the Events of Default or covenants of the Operating Partnership with respect to
debt securities of or within the series, whether or not such Events of Default
or covenants are consistent with the Events of Default or covenants set forth in
the Indenture;
(15) whether any debt securities of or within the series are
to be issuable initially in temporary global form and whether any debt
securities of or within the series are to be issuable in permanent global form
and, if so, whether beneficial owners of interests in any such permanent global
debt security may exchange such interests for debt securities of such series and
of like tenor of any authorized form and denomination and the circumstances
under which any such exchanges may occur, if other than in the manner provided
in Section 305 of the Indenture, and, if debt securities of or within the series
are to be issuable as a global debt security, the identity of the depositary for
such series;
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<PAGE>
(16) the date as of which any temporary global debt security
representing outstanding debt securities of or within the series shall be dated
if other than the date of original issuance of the first debt security of the
series to be issued;
(17) the Person to whom any interest on any debt security of
the series shall be payable, if other than the Person in whose name that debt
security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, and the extent to which,
or the manner in which, any interest payable on a temporary global debt security
on an Interest Payment Date will be paid if other than in the manner provided in
Section 304 of the Indenture;
(18) the applicability, if any, of the defeasance and the
covenant defeasance provisions described herein or any modification thereof;
(19) if the debt securities of such series are to be
issuable in definitive form (whether upon original issue or upon exchange of a
temporary debt security of such series) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, then the
form and/or terms of such certificates, documents or conditions;
(20) if the debt securities of or within the series are to
be issued upon the exercise of debt warrants, the time, manner and place for
such debt securities to be authenticated and delivered;
(21) the extent to which the debt securities of or within
the series are subordinated to other indebtedness; and
(22) any other terms of the debt securities of or within the
series or of any guarantees issued concurrently with such debt securities not
inconsistent with the provisions of the Indenture.
The debt securities may be issued as "Original Issue Discount
Securities" to be sold at a discount below their principal amount, which
discount may be substantial. In the event of an acceleration of the maturity of
any Original Issue Discount Security, the amount payable to the holder of such
Original Issue Discount Security upon such acceleration will be determined in
accordance with the applicable prospectus supplement, the terms of such debt
security and the Indenture, but will be an amount less than the amount payable
at the maturity of such Original Issue Discount Security. All material United
States Federal income tax, accounting and other considerations applicable
thereto will be described in the prospectus supplement relating thereto.
All debt securities of any one series shall be substantially identical,
except, in the case of debt securities issued in global form, as to denomination
and except as may otherwise be provided in one or more board resolutions of, or
pursuant to authority granted by, the Company and ROC, as general partners of
the Operating Partnership or in any indenture supplemental to the Indenture. All
debt securities of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened, without the consent of the
holders, for issuances of additional debt securities of such series.
CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE
The Operating Partnership may consolidate with, or sell, lease or
convey all or substantially all of its assets to, or merge with or into any
other entity, provided that in any such case, (i) either the Operating
Partnership shall be the continuing entity or the successor entity (if any other
than the Operating Partnership) shall be an entity organized and existing under
the laws of the United States of America or a state thereof and such successor
entity shall expressly assume the due and punctual payment of the principal of
and any interest (including all Additional Amounts, if any) on all of the debt
securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of the Indenture to be
performed by the Operating Partnership by supplemental indenture, satisfactory
to the Trustee, executed and delivered to the Trustee by such entity, (ii)
immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Operating Partnership, any
Subsidiary or such successor
6
<PAGE>
entity as a result thereof as having been incurred by the Operating Partnership,
such Subsidiary or such successor entity at the time of such transaction, no
Event of Default and no event which, after notice or the lapse of time, or both,
would become an Event of Default, shall have occurred and be continuing and
(iii) an officers' certificate and a legal opinion covering such conditions
shall be delivered to the Trustee.
CERTAIN COVENANTS
EXISTENCE. Except as permitted under "Consolidation, Merger, Sale,
Lease or Conveyance," the Operating Partnership will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights and franchises; provided, however, that Operating Partnership shall not
be required to preserve any right or franchise if it determines that the
preservation thereof is no longer desirable in the conduct of the business of
the Operating Partnership and that the loss thereof is not disadvantageous in
any material respect to the holders of debt securities.
PAYMENT OF TAXES AND OTHER CLAIMS. The Operating Partnership will pay
or discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Operating Partnership or any Subsidiary or upon the income,
profits or property of the Operating Partnership or any Subsidiary, and (ii) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Operating Partnership or any Subsidiary;
provided, however, that the Operating Partnership shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings.
ADDITIONAL COVENANTS. Reference is made to the applicable prospectus
supplement for information with respect to any additional covenants specific to
a particular series of debt securities.
EVENTS OF DEFAULT, NOTICE AND WAIVER
The Indenture provides that the following events are "Events of
Default" with respect to any series of debt securities issued thereunder: (i)
default for 30 days in the payment of any installment of interest or Additional
Amounts on any debt security of such series; (ii) default in the payment of the
principal of (or premium, if any, on) any debt security of such series at its
maturity; (iii) default in making any sinking fund payment as required for any
debt security of such series; (iv) default in the performance of any other
covenant or warranty of the Operating Partnership contained in the Indenture
(other than a covenant added to such Indenture solely for the benefit of a
series of debt securities issued thereunder other than such series), such
default having continued for 60 days after written notice as provided in the
Indenture; (v) default in the payment of an aggregate principal amount exceeding
a specified dollar amount of any evidence of indebtedness (including a default
with respect to debt securities of any series other than that series) of the
Operating Partnership (or by any Subsidiary, the repayment of which the
Operating Partnership has guaranteed or for which the Operating Partnership is
directly responsible or liable as obligor or guarantor) or any mortgage,
indenture or other instrument under which such indebtedness is issued or by
which such indebtedness is secured, such default having occurred after the
expiration of any applicable grace period and having resulted in the
acceleration of the maturity of such indebtedness, but only if such indebtedness
is not discharged or such acceleration is not rescinded or annulled; (vi)
certain events of bankruptcy, insolvency or reorganization, or court appointment
of a receiver, liquidator or trustee of the Operating Partnership or any
Significant Subsidiary or any of their respective property; and (vii) any other
Event of Default provided with respect to a particular series of debt
securities.
If an Event of Default under the Indenture with respect to debt
securities of any series at the time outstanding occurs and is continuing, then
in every such case the Trustee or the holders of not less than 25% in principal
amount of the outstanding debt securities of that series may declare the
principal amount (or, if the debt securities of that series are Original Issue
Discount Securities or indexed securities, such portion of the principal amount
as may be specified in the terms thereof) of all of the debt securities of that
series to be due and payable immediately by written notice thereof to the
Operating Partnership (and to the Trustee if given by the holders). However, at
any time after such a declaration of acceleration with respect to debt
securities of such series (or of all debt securities then outstanding under the
Indenture) has been made, but before a
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<PAGE>
judgment or decree for payment of the money due has been obtained by the
Trustee, the holders of not less than a majority in principal amount of
outstanding debt securities of such series (or of all debt securities then
outstanding under the Indenture) may rescind and annul such declaration and its
consequences if (i) the Operating Partnership shall have deposited with the
Trustee all required payments of the principal of (and premium, if any) and
interest, if any, on the debt securities of such series (or of all debt
securities then outstanding under the Indenture), plus certain fees, expenses,
disbursements and advances of the Trustee and (ii) all Events of Default, other
than the nonpayment of accelerated principal (or specified portion thereof), or
premium (if any) or interest on the debt securities of such series (or of all
debt securities then outstanding under the Indenture) have been cured or waived
as provided in the Indenture. The Indenture also provides that the holders of
not less than a majority in principal amount of the outstanding debt securities
of any series (or of all debt securities then outstanding under the Indenture)
may waive any past default with respect to such series and its consequences,
except a default (i) in the payment of the principal of (or premium, if any) or
interest, if any, on any debt security of such series or (ii) in respect of a
covenant or provision contained in the Indenture that cannot be modified or
amended without the consent of the holder of each outstanding debt security
affected thereby.
The Trustee is required to give notice to the holders of the debt
securities within 90 days of a default under the Indenture; PROVIDED, HOWEVER,
that the Trustee may withhold such notice (except for a default in the payment
of the principal of (or the make-whole amount, if any) or interest on any debt
securities of any series or in the payment of any sinking fund installment with
respect to debt securities of such series) if the Responsible Officers of the
Trustee in good faith consider such withholding to be in the interest of such
holders of the debt securities; and PROVIDED, FURTHER, that in the case of any
default or breach of the character specified in Section 501(iv) of the Indenture
with respect to the debt securities, no such notice to holders shall be given
until at least 60 days after the occurrence thereof.
The Indenture provides that no holders of the debt securities of any
series may institute any proceedings, judicial or otherwise, with respect to the
Indenture or for any remedy thereunder, unless (i) such holder has previously
given written notice to the Trustee of a continuing Event of Default with
respect to the outstanding debt securities of that series; (ii) the holders of
not less than 25% in principal amount of the outstanding debt securities of that
series shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee hereunder; (iii)
such holder or holders have offered to the Trustee indemnity reasonably
satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request; (iv) the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity has failed to institute
any such proceeding; and (v) no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the holders of a
majority in principal amount of the outstanding debt securities of that series;
it being understood and intended that no one or more of such holders shall have
any right in any manner whatsoever by virtue of, or by availing to, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other of such holders, to obtain or to seek to obtain priority or preference
over any other of such holders or to enforce any right under the Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all such holders.
MODIFICATION OF THE INDENTURE
Modifications and amendments of the Indenture may be made with the
consent of the holders of not less than a majority in principal amount of all
outstanding debt securities which are affected by such modification or
amendment; PROVIDED, HOWEVER, that no such modification or amendment may,
without the consent of the holder of each such debt security affected thereby,
(a) change the Stated Maturity of the principal of (or the make-whole amount, if
any), or any interest on, any such debt security; (b) reduce the principal
amount of, or the rate or amount of interest on, or any make-whole amount
payable on redemption of, any such debt security; (c) change the Place of
Payment, or the coin or currency, for payment of principal of (or the make-whole
amount, if any) or interest on, any such debt security; (d) impair the right to
institute suit for the enforcement of any payment on or with respect to any such
debt security on or after the Stated Maturity thereof; (e) reduce the percentage
of outstanding securities of any series necessary to modify or amend the
Indenture, to waive compliance with certain provisions thereof or certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture; or (f) modify any of the foregoing
8
<PAGE>
provisions or any of the provisions relating to the waiver of certain past
defaults or certain covenants, except to increase the required percentage to
effect such action or to provide that certain other provisions may not be
modified or waived without the consent of the holder of such debt security.
The holders of not less than a majority in principal amount of
outstanding debt securities have the right to waive compliance by the Operating
Partnership with certain covenants in the Indenture.
The Indenture also contains provisions permitting the Operating
Partnership and the Trustee, without the consent of any holders of the debt
securities, to enter into supplemental indentures, in form satisfactory to the
Trustee, for any of the following purposes: (i) to evidence the succession of
another Person to the Operating Partnership and the assumption by any such
successor of the covenants of the Operating Partnership contained in the
Indenture and in the debt securities; (ii) to add to the covenants of the
Operating Partnership for the benefit of the holders of all or any series of
debt securities (and if such covenants are to be for the benefit of less than
all series of debt securities, stating that such covenants are expressly being
included solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Operating Partnership; (iii) to add any
additional Events of Default for the benefit of the holders of all or any series
of debt securities (and if such Events of Default are to be for the benefit of
less than all series of debt securities, stating that such Events of Default are
expressly being included solely for the benefit of such series); PROVIDED,
HOWEVER, that in respect of any such additional Events of Default such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default or may limit
the right of the holders of a majority in aggregate principal amount of that or
those series of debt securities to which such additional Events of Default apply
to waive such default; (iv) to add to or change any of the provisions of the
Indenture to provide that Bearer Securities may be registrable as to principal,
to change or eliminate any restrictions on the payment of principal of or any
premium or interest on Bearer Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit Bearer Securities to be
issued in exchange for Bearer Securities of other authorized denominations or to
permit or facilitate the issuance of debt securities in uncertificated form;
PROVIDED, HOWEVER, that any such action shall not adversely affect the interests
of the holders of debt securities of any series or any related coupons in any
material respect; (v) to change or eliminate any of the provisions of the
Indenture; PROVIDED, HOWEVER, that any such change or elimination shall become
effective only when there is no debt security outstanding of any series created
prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision; (vi) to secure the debt securities; (vii) to
establish the form or terms of debt securities of any series as permitted by the
Indenture; (viii) to evidence and provide for the acceptance of appointment
under the Indenture by a successor Trustee with respect to the debt securities
of one or more series and to add to or change any of the provisions of the
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee; (ix) to cure any ambiguity, to
correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under the Indenture which shall not
be inconsistent with the provisions of the Indenture; PROVIDED, HOWEVER, such
provisions shall not adversely affect the interests of the holders of debt
securities of any series or any related coupons in any material respect; or (x)
to supplement any of the provisions of the Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
debt securities pursuant to Sections 401, 1402 and 1403 of the Indenture;
PROVIDED, HOWEVER, that any such action shall not adversely affect the interests
of the holders of debt securities of such series and any related coupons or any
other series of debt securities in any material respect.
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
Unless otherwise provided in the prospectus supplement, the Operating
Partnership may discharge certain obligations to holders of debt securities that
have not already been delivered to the Trustee for cancellation and that either
have become due and payable or will become due and payable within one year (or
scheduled for redemption within one year) by irrevocably depositing with the
Trustee, in trust, funds in an amount sufficient to pay the entire indebtedness
on such debt securities in respect of principal and interest to
9
<PAGE>
the date of such deposit (if such debt securities have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be.
The Indenture provides that, unless otherwise provided in the
prospectus supplement, the Operating Partnership may elect either (a) to defease
and be discharged from any and all obligations with respect to the debt
securities (except for the obligations to register the transfer or exchange of
the debt securities, to replace temporary or mutilated, destroyed, lost or
stolen debt securities, to maintain an office or agency in respect of the debt
securities and to hold moneys for payment in trust) ("defeasance") or (b) to be
released from its obligations with respect to the debt securities under
provisions of the Indenture described under "Certain Covenants," and its
obligations with respect to any other covenant, and any omission to comply with
such obligations shall not constitute a default or an Event or Default with
respect to the debt securities ("covenant defeasance"), in either case upon the
irrevocable deposit by the Operating Partnership with the Trustee, in trust, of
cash or Government Obligations (as defined below), or both, which through the
scheduled payment of principal and interest in accordance with their terms will
provide money in an amount sufficient to pay the principal of and interest on
the debt securities on the scheduled due dates therefor.
Such a trust may only be established if, among other things, the
Operating Partnership has delivered to the Trustee a legal opinion to the effect
that the holders of the debt securities will not recognize income, gain or loss
for United States Federal income tax purposes as a result of such defeasance or
covenant defeasance and will be subject to United States Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such defeasance or covenant defeasance had not occurred, and such
legal opinion, in the case of defeasance, must refer to and be based upon a
ruling of the Internal Revenue Service or a change in applicable United States
Federal income tax laws occurring after the date of the Indenture.
"Government Obligations" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt; PROVIDED, HOWEVER, that (except
as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the Government Obligation or the
specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.
In the event the Operating Partnership effects covenant defeasance and
the debt securities are declared due and payable because of the occurrence of
any Event of Default other than an Event of Default with respect to provisions
of the Indenture which as a result of such covenant defeasance would no longer
be applicable to the debt securities, the cash and Government Obligations on
deposit with the Trustee will be sufficient to pay amounts due on the debt
securities at the time of their Stated Maturity but may not be sufficient to pay
amounts due on the debt securities at the time of the acceleration resulting
from such Event of Default. However, the Operating Partnership would remain
liable to make payment of such amounts due at the time of acceleration.
The applicable prospectus supplement may further describe the
provisions, if any, permitting such defeasance or covenant defeasance, including
any modifications to the provisions described above, with respect to the debt
securities of a particular series.
GUARANTEES
If the Operating Partnership issues any debt securities that are rated
below investment grade at the time of issuance, the Company will fully and
unconditionally guarantee, on a senior or subordinated basis, the due and
punctual payment of principal of (and premium, if any) and interest on such debt
securities, and the due and punctual payment of any sinking fund payments
thereon, when and as the same shall become due and
10
<PAGE>
payable, whether at a maturity date, by declaration of acceleration, call for
redemption or otherwise. The applicability and terms of any such guarantees
relating to a series of debt securities will be set forth in the prospectus
supplement relating to such debt securities.
PLAN OF DISTRIBUTION
The Operating Partnership may issue the debt securities, which may or
may not be guaranteed by the Company, through underwriters or dealers, directly
to one or more purchasers (including executive officers of the Company,
Operating Partnership or other persons that may be deemed affiliates of the
Company, Operating Partnership), through agents or through a combination of any
such methods of sale.
The distribution of the debt securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of the sale, at prices related
to such prevailing market prices or at negotiated prices.
In connection with the sale of the debt securities, underwriters or
agents may receive compensation from the Operating Partnership, or from
purchasers of the debt securities for whom they may act as agents, in the form
of discounts, concessions or commissions. Underwriters may sell the debt
securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents. Underwriters,
dealers and agents that participate in the distribution of the debt securities
may be deemed to be underwriters under the Securities Act, and any discounts or
commissions they receive from the Operating Partnership and any profit on the
resale of the debt securities they realize may be deemed to be underwriting
discounts and commissions under the Securities Act. Any such underwriter or
agent will be identified, and any such compensation received from the Operating
Partnership will be described, in the applicable prospectus supplement.
Unless otherwise specified in the applicable prospectus supplement,
each series of the debt securities will be a new issue with no established
trading market. The Operating Partnership may elect to list any series of debt
securities on an exchange, but is not obligated to do so. It is possible that
one or more underwriters may make a market in a series of the debt securities,
but will not be obligated to do so and may discontinue any market making at any
time without notice. Therefore, no assurance can be given as to the liquidity
of, or the trading market for, the debt securities.
Under agreements into which the Company or the Operating Partnership
may enter, underwriters, dealers and agents who participate in the distribution
of the debt securities may be entitled to indemnification by the Company or the
Operating Partnership, as the case may be, against certain liabilities,
including liabilities under the Securities Act.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, or be tenants of, the Company or the Operating Partnership
in the ordinary course of business.
In order to comply with the securities laws of certain states, if
applicable, the debt securities will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
debt securities may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for
the Company and the Operating Partnership by Clifford Chance Rogers & Wells LLP,
New York, New York.
EXPERTS
The consolidated financial statements as of December 31, 1999 and 1998,
and for each of the three years in the period ended December 31, 1999,
incorporated by reference in this Registration Statement, have
11
<PAGE>
been incorporated herein in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, given the authority of that firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the Securities
and Exchange Commission (the "SEC") relating to the securities offered hereby.
This prospectus does not contain all of the information set forth in the
registration statement and the exhibits and schedules to the registration
statement. Statements contained in this prospectus as to the contents of any
contract or other document referred to are not necessarily complete and in each
instance we refer you to the copy of the contract or other document filed as an
exhibit to the registration statement, each such statement being qualified in
all respects by such reference.
For further information with respect to Chateau Communities, Inc. and
CP Limited Partnership and the securities offered by this prospectus, we refer
you to the registration statement, exhibits and schedules. A copy of the
registration statement may be inspected by anyone without charge at the public
reference facilities maintained by the SEC in Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; the Chicago Regional Office, Suite 1400, 500 West
Madison Street, Citicorp Center, Chicago, Illinois 60661; and the New York
Regional Office, Suite 1300, 7 World Trade Center, New York, New York 10048.
Copies of all or any part of the registration statement may be obtained from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, upon payment of the prescribed fees. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The registration statement is also available through the SEC's web site at the
following address:
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and information we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made by us with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the sale
of all of the securities that are part of this offering. The documents we are
incorporating by reference are as follows:
Chateau Communities, Inc. (File Number 1-12496)
-----------------------------------------------
1. Chateau Communities, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1999; and
2. Chateau Communities, Inc.'s Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2000.
CP Limited Partnership (File Number 33-85492)
---------------------------------------------
1. CP Limited Partnership's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999;
2. CP Limited Partnership's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2000; and
3. CP Limited Partnership's Current Reports on Form 8-K filed with the
SEC on February 17, 2000, February 18, 2000 and February 25, 2000.
Whenever after the date of this prospectus we file reports or documents
on behalf of Chateau Communities, Inc. or CP Limited Partnership under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act those reports and documents will
be deemed to be part of this prospectus from the time they are filed. If
anything in a report or document we file after the date of this prospectus
12
<PAGE>
changes anything in it, this prospectus will be deemed to be changed by that
subsequently filed report or document beginning on the date the report or
document is filed.
We will provide to each person to whom a copy of this prospectus is
delivered a copy of any or all of the information that has been incorporated by
reference into this prospectus, but not delivered with this prospectus. We will
provide this information at no cost to such person upon written or oral request
addressed to Chateau Communities, Inc. or CP Limited Partnership, as the case
may be, at 6160 South Syracuse Way, Greenwood Village, Colorado 80111 (telephone
303-741-3707).
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE 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>
<CAPTION>
<S> <C>
Registration Fee............................................................................ $ 52,800
Printing or Copying Expenses................................................................ 50,000
Legal Fees and Expenses..................................................................... 75,000
Accounting Fees and Expenses................................................................ 25,000
Miscellaneous............................................................................... 10,000
========
Total....................................................................................... $212,800
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Charter limits the liability of the Company's directors
and officers to the Company and its stockholders to the fullest extent permitted
from time to time by Maryland law. Maryland law presently permits the liability
of directors and officers to a corporation or its stockholders for money damages
to be limited, except to the extent that (i) it is proved that the director or
officer actually received an improper benefit or profit in money, property or
services for the amount of the benefit or profit in money, property or services
actually received or (ii) a judgment or other final adjudication is entered in a
proceeding based on a finding that the director's or officer'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. This provision
does not limit the ability of the Company or its stockholders to obtain other
relief, such as an injunction or rescission.
The Charter and By-Laws require (or permit, as the case may be) the
Company to indemnify its directors, officers and certain other parties to the
fullest extent permitted from time to time by Maryland law. The Maryland General
Corporation Law permits a corporation to indemnify its directors, officers and
certain other parties 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 to or at the
request of the corporation, unless it is established that (i) the act or
omission of the indemnified party 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 indemnified party actually received an
improper personal benefit in money, property or services or (iii) in the case of
any criminal proceeding, the indemnified party had reasonable cause to believe
that the act or omission was unlawful. Indemnification may be made against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the director or officer in connection with the proceeding; provided,
however, that if the proceeding is one by or in the right of the corporation,
indemnification may not be made with respect to any proceeding in which the
director or officer has been adjudged to be liable to the corporation. In
addition, a director or officer may not be indemnified with respect to any
proceeding charging improper personal benefit to the director or officer in
which the director or officer was adjudged to be liable on the basis that
personal benefit was improperly received. The termination of any proceeding by
conviction, or upon a plea of nolo contendere or its equivalent, or an entry of
any order of probation prior to judgment, creates a rebuttable presumption that
the director or officer did not meet the requisite standard of conduct required
for indemnification to be permitted. It is the position of the Securities and
Exchange Commission ("SEC") that indemnification of directors and officers for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), is against public policy and is unenforceable pursuant to
Section 14 of the Securities Act.
The partnership agreement of the Operating Partnership also provides
for indemnification of the Company and its officers and directors and for the
reimbursement of the Company to the extent it is required to
II-1
<PAGE>
provide indemnification of its directors to the extent provided in the
partnership agreement. The partnership agreement also limits the liability of
the Company and its officers and directors to the Operating Partnership and its
partners to the extent provided.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors and officers of the Operating Partnership
pursuant to the foregoing provisions or otherwise, the Operating Partnership has
been advised that, although the validity and scope of the governing statute have
not been tested in court, in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In addition, indemnification may be limited by state securities
laws.
ITEM 16. EXHIBITS
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
1* Form of Underwriting Agreement (for debt securities)
3.1(i) (a) Articles of Amendment of Chateau Communities, Inc.
3.1(ii) (b) Articles Supplementary of Chateau Communities, Inc. dated April 20, 1998
3.2(i) (c) Amended and Restated Bylaws of Chateau Communities, Inc.
3.2(ii) (d) Amendment to Bylaws of Chateau Communities, Inc. dated March 21, 2000
4.1(i) (e) Indenture dated as of December 19, 1997 between CP Limited Partnership and The First
National Bank of Chicago, as supplemented
4.1(ii) (e) First Supplemental Indenture dated as of December 19, 1997 between CP Limited
Partnership and The First National Bank of Chicago related to the $100,000,000 Madatory
Par Put Remarketed Securities /SM/ ("MOPPRS /SM/") due December 10, 2014
4.1(iii) (e) Remarketing Agreement dated as of December 23, 1997 among Chateau Communities, Inc.,
CP Limited Partnership and the "Remarketing Dealer" named therein
4.1(iv) (f) Form of Second Supplemental Indenture relating to the issuance of the $100,000,000
8.5% Senior Notes due 2005
4.2* Form of Guaranty Agreement
5.1 Opinion of Clifford Chance Rogers & Wells LLP
10.1 (g) Amended and Restated Agreement of Limited Partnership of CP Limited Partnership dated
January 22, 1997
10.2 (h) Amendment to Amended and Restated Agreement of Limited Partnership of CP Limited
Partnership dated April 20, 1998
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
12 Statement of Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Clifford Chance Rogers & Wells LLP (contained in its opinion filed as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on page II-6)
25+ Statement of Eligibility of Trustee on Form T-1
</TABLE>
-------------------------
* To be filed by post-effective amendment to this
registration statement or pursuant to a Current Report on
Form 8-K to be filed after effectiveness by Chateau
Communities, Inc. and/or CP Limited Partnership.
(a) Incorporated by reference to the Exhibits
filed with the Chateau Communities, Inc. Current Report on
Form 8-K filed with the Commission on May 30, 1997
(Commission File No.
1-12496)
(b) Incorporated by reference to the Chateau
Communities, Inc. Form 8-K filed with the Commission on May
1, 1998 (Commission File No. 33-69150)
(c) Incorporated by reference to the Exhibits
filed with the Chateau Communities, Inc. Quarterly Report
on Form 10-Q filed with the Commission on May 15, 1997
(d) Incorporated by reference to Chateau
Communities, Inc. Annual Report on Form 10-K for the year
ended December 31, 1999
(e) Incorporated by reference to the Exhibits
filed with the CP Limited Partnership Form 8-K filed with
the Commission on December 23, 1997
(f) Incorporated by reference to the Exhibits
filed with the Chateau Communities, Inc. Form 8-K filed
with the Commission on February 24, 2000
(g) Incorporated by reference to the Exhibits
filed with the Chateau Communities, Inc. Form 10-K for the
year ended December 31, 1997
(h) Incorporated by reference to the Exhibits
filed with the CP Limited Partnership Form 8-K filed with
the Commission on May 1, 1998 (Commission File No.
33-69150)
+ Previously filed with the SEC by the Operating Partnership
on December 9, 1997 under the Trust Indenture Act of 1939,
as amended.
ITEM 17. UNDERTAKINGS
(a) Each of the undersigned registrants 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 date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
II-3
<PAGE>
the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high and 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 20 percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(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 therein, 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.
(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrants will, unless
in the opinion of their respective 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrants certify that they have reasonable grounds to believe that they meet
all of the requirements for a filing on Form S-3 and have duly caused this
Registration Statement to be signed on their respective behalf by the
undersigned, thereunto duly authorized, in the City of Greenwood Village, State
of Colorado, on this 18th day of May, 2000.
CHATEAU COMMUNITIES, INC.
By: /s/ Tamara D. Fischer
------------------------------------------------
Tamara D. Fischer
Chief Financial Officer
CP LIMITED PARTNERSHIP
By: Chateau Communities, Inc., its
General Partner
By: /s/ Tamara D. Fischer
------------------------------------------------
Tamara D. Fischer
Chief Financial Officer
By: ROC Communities, Inc., its other
General Partner
By: /s/ Tamara D. Fischer
------------------------------------------------
Tamara D. Fischer
Chief Financial Officer
II-5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below, hereby constitutes and
appoints Gary P. McDaniel, C.G. Kellogg and Tamara D. Fischer, or any of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this Registration Statement and any or all
further amendments, including pre-effective and post-effective amendments,
thereto, and to file the same, with exhibits thereto and any and all other
documents filed as part of or in connection therewith, 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 to be done 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 their
substitute or substitutes may lawfully 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>
Signature Title Date
<S> <C> <C>
/s/ John A. Boll Chairman of the Board of Directors May 18, 2000
---------------------------
John A. Boll
/s/ Gary P. McDaniel Director and Chief Executive Officer May 18, 2000
--------------------------- (Principal Executive Officer)
Gary P. McDaniel
/s/ C. G. Kellogg Director and President May 18, 2000
---------------------------
C.G. Kellogg
/s/ Tamara D. Fischer Chief Financial Officer (Principal Financial May 18, 2000
--------------------------- Accounting Officer)
Tamara D. Fischer
/s/ Edward R. Allen Director May 18, 2000
---------------------------
Edward R. Allen
/s/ Gebran S. Anton Director May 18, 2000
---------------------------
Gebran S. Anton, Jr.
/s/ James L. Clayton Director May 18, 2000
---------------------------
James L. Clayton
/s/ Steven G. Davis Director May 18, 2000
---------------------------
Steven G. Davis
/s/ James M. Hankins Director May 18, 2000
---------------------------
James M. Hankins
/s/ James M. Lane Director May 18, 2000
---------------------------
James M. Lane
/s/ Donald E. Miller Director May 18, 2000
---------------------------
Donald E. Miller
/s/ Rhonda G. Hogan Director May 18, 2000
---------------------------
Rhonda G. Hogan
</TABLE>
II-6
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1* Form of Underwriting Agreement (for debt securities)
3.1(i) (a) Articles of Amendment of Chateau Communities, Inc.
3.1(ii) (b) Articles Supplementary of Chateau Communities, Inc. dated April 20, 1998
3.2(i) (c) Amended and Restated Bylaws of Chateau Communities, Inc.
3.2(ii) (d) Amendment to Bylaws of Chateau Communities, Inc. dated March 21, 2000
4.1(i) (e) Indenture dated as of December 19, 1997 between CP Limited Partnership and The First
National Bank of Chicago, as supplemented
4.1(ii) (e) First Supplemental Indenture dated as of December 19, 1997 between CP Limited
Partnership and The First National Bank of Chicago related to the $100,000,000 Madatory
Par Put Remarketed Securities/SM/("MOPPRS/SM/") due December 10, 2014
4.1(iii) (e) Remarketing Agreement dated as of December 23, 1997 among Chateau Communities, Inc.,
CP Limited Partnership and the "Remarketing Dealer" named therein
4.1(iv) (f) Form of Second Supplemental Indenture relating to the issuance of the $100,000,000
8.5% Senior Notes due 2005
4.2* Form of Guaranty Agreement
5.1 Opinion of Clifford Chance Rogers & Wells LLP
10.1 (g) Amended and Restated Agreement of Limited Partnership of CP Limited Partnership dated
January 22, 1997
10.2 (h) Amendment to Amended and Restated Agreement of Limited Partnership of CP Limited
Partnership dated April 20, 1998
12 Statement of Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Clifford Chance Rogers & Wells LLP (contained in its opinion filed as Exhibit
5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on page II-6)
25+ Statement of Eligibility of Trustee on Form T-1
</TABLE>
II-7
<PAGE>
------------------
* To be filed by post-effective amendment to this
registration statement or pursuant to a Current Report on
Form 8-K to be filed after effectiveness by Chateau
Communities, Inc. and/or CP Limited Partnership.
(a) Incorporated by reference to the Exhibits
filed with the Chateau Communities, Inc. Current Report on
Form 8-K filed with the Commission on May 30, 1997
(Commission File No. 1-12496)
(b) Incorporated by reference to the Chateau
Communities, Inc. Form 8-K filed with the Commission on May
1, 1998 (Commission File No. 33-69150)
(c) Incorporated by reference to the Exhibits
filed with the Chateau Communities, Inc. Quarterly Report
on Form 10-Q filed with the Commission on May 15, 1997
(d) Incorporated by reference to Chateau
Communities, Inc. Annual Report on Form 10-K for the year
ended December 31, 1999
(e) Incorporated by reference to the Exhibits
filed with the CP Limited Partnership Form 8-K filed with
the Commission on December 23, 1997
(f) Incorporated by reference to the Exhibits
filed with the Chateau Communities, Inc. Form 8-K filed
with the Commission on February 24, 2000
(g) Incorporated by reference to the Exhibits
filed with the Chateau Communities, Inc. Form 10-K for the
year ended December 31, 1997
(h) Incorporated by reference to the Exhibits
filed with the CP Limited Partnership Form 8-K filed with
the Commission on May 1, 1998 (Commission File No.
33-69150)
+ Previously filed with the SEC by the Operating Partnership
on December 9, 1997 under the Trust Indenture Act of 1939,
as amended.
II-8
<PAGE>
EXHIBIT 5.1
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, NY 10166
June 8, 2000
Chateau Communities, Inc.
CP Limited Partnership
6160 South Syracuse Way
Greenwood Village, Colorado 80111
Ladies and Gentlemen:
We have acted as special counsel to Chateau Communities, Inc., a Maryland
corporation (the "Company"), and CP Limited Partnership, a Maryland limited
partnership and a majority-owned subsidiary of the Company (the " Partnership"),
in connection with the preparation and filing of the Company's and the
Partnership's Registration Statement on Form S-3 (as the same may be amended or
supplemented from time to time, the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), covering the possible offer and sale
from time to time by the Partnership of up to $200,000,000 aggregate initial
offering price of debt securities (the "Debt Securities") which may be fully
guaranteed by unconditional guarantees thereof by the Company (the
"Guarantees"). The Debt Securities and the Guarantees are collectively referred
to as the "Securities." The Company is one of the general partners of the
Partnership. The Registration Statement provides that the Securities may be
offered separately or in separate series, in amounts, at prices and on terms to
be set forth in one or more supplements to the Prospectus (each, a "Prospectus
Supplement"). This opinion is being provided at your request in connection with
the filing of the Registration Statement.
The Debt Securities will be issued from time to time pursuant to an indenture in
substantially the form incorporated by reference as an exhibit to the
Registration Statement (the "Indenture"). The Guarantees will be evidenced by an
agreement or other instrument of the Company (each, a "Guaranty Agreement") to
be issued with the related issuance of the Debt Securities.
In rendering the opinions expressed herein, we have examined the Registration
Statement, the Indenture, the Company's Articles of Amendment and Restatement,
as amended to date (the "Charter"), and the Amended and Restated Bylaws of the
Company, as amended to date, the Partnership's Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement"), and Certificate of Limited
Partnership, and certain minutes of corporate proceedings and/or written
consents of the Board of Directors of the Company and of ROC Communities, Inc.,
a Maryland corporation ("ROC") and the other general partner of the Partnership.
We have also examined and relied as to factual matters upon the representations,
warranties and other statements contained in originals or copies, certified or
otherwise identified to our satisfaction, of such records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents, certificates and instruments submitted to us as
originals, the conformity with originals of all documents submitted to us as
copies and the absence of any amendments or modifications to those items
reviewed by us.
We assume that the issuance, sale, amount and terms of the Securities to be
offered from time to time will be authorized and determined by proper action of
the Board of Directors of the Company and ROC or by the Board of Directors of
the Company and ROC as the general partners of the Partnership, as the case may
be, in accordance with the parameters described in the Registration Statement
(each, a "Board Action") and in accordance with the Charter, the Partnership
Agreement, the Indenture or any applicable Supplemental Indenture, as the case
may be, and applicable Maryland law.
<PAGE>
Chateau Communities, Inc.
CP Limited Partnership
June 8, 2000 Page 2
To the extent that the obligations of the Partnership under any Indenture may be
dependent upon such matters, we assume for purposes of this opinion that the
financial institution identified in such Indenture as trustee (the "Trustee") is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Trustee is duly qualified to engage in
the activities contemplated by such Indenture; that such Indenture has been duly
authorized, executed and delivered by the Trustee and constitutes the legally
valid and binding obligation of the Trustee enforceable against the Trustee in
accordance with its terms; that the Trustee is in compliance, generally, with
respect to acting as a trustee under such Indenture, with all applicable laws
and regulations; and that the Trustee has the requisite organizational and legal
power and authority to perform its obligations under such Indenture.
Based upon the foregoing, and such examination of law as we have deemed
necessary, we are of the opinion that:
1. Assuming due authorization, execution and delivery by the
Trustee, the Indenture constitutes a valid and binding obligation
of the Partnership.
2. When the Registration Statement has become effective under the
Securities Act and the Debt Securities have been (a) duly
established by the Indenture or a Supplemental Indenture, (b)
duly authenticated by the Trustee and (c) duly executed and
delivered on behalf of the Partnership against payment therefor
in accordance with the terms and provisions of the applicable
Board Action, the Indenture and any applicable Supplemental
Indenture, and as contemplated by the Registration Statement, the
Prospectus or the applicable Prospectus Supplement and, if
applicable, an underwriting agreement relating to the issuance of
such Debt Securities, the Debt Securities will be duly authorized
and will constitute valid and binding obligations of the
Partnership.
3. When the Registration Statement has become effective under the
Securities Act and the Guaranty Agreement evidencing the
Company's guaranty of validly issued and binding Debt Securities
has been duly authorized and established in accordance with the
applicable Board Action and as contemplated by the Registration
Statement, the Prospectus or the applicable Prospectus
Supplement, the applicable Guarantees will be duly authorized and
will constitute valid and binding obligations of the Company.
The opinions stated herein relating to the validity and binding nature of
obligations of the Company and the Partnership, as the case may be, are subject
to (i) the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and (ii) the
effect of general principles of equity (regardless of whether considered in a
proceeding in equity or at law).
The opinions stated herein are limited to the federal laws of the United States,
the laws of the State of New York and the Maryland General Corporation Law and
the Maryland Revised Uniform Limited Partnership Act.
We hereby consent to the incorporation of this opinion by reference as an
exhibit to the Registration Statement and the reference to this firm under the
caption "Legal Matters" in the Registration Statement. In giving this consent,
we do not concede that we are within the category of persons whose consent is
required under the Securities Act or rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ Clifford Chance Rogers & Wells LLP
