SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Manufactured Home Communities, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 564682102 CUSIP Number) Check the following box if a fee is being paid with this statement. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 564682102 13G (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Liberty Investment Management 59-3263582 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) (B) (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION State of Florida (5) SOLE VOTING POWER 2,220,500 (6) SHARED VOTING POWER (7) SOLE DISPOSITIVE POWER 2,220,500 (8) SHARED DISPOSITIVE POWER (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,220,500 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.99% (12) TYPE OF REPORTING PERSON* IA Item 1(a) Name of Issuer: Manufactured Home Communities, Inc. Item 1(b) Address of Issuer's Principal Executing Offices: Two North Riverside Plaza, Suite 1515 Chicago, IL 60606-2608 Item 2(a) Name of Person Filing: Liberty Investment Management, Inc. Item 2(b) Address of Principal Business Office: 2502 Rocky Point Drive, Suite 500 Tampa, Florida 33607 Item 2(c) Citizenship: Florida Item 2(d) Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e) CUSIP Number: 564682102 Item 3 Type of Reporting Person: (e) Investment Adviser registered under Section 203 of the Investment Advisors Act of 1940 Item 4 Ownership as of December 31, 1996: (a) Amount Beneficially Owned: 2,220,500 shares of common stock beneficially owned including: No. of Shares Liberty Investment Management, Inc. 2,220,500 (b) Percent of Class: 8.99% (c) Deemed Voting Power and Disposition Power: Liberty Investment Management, Inc. (i) (ii) (iii) (iv) Deemed Deemed Deemed Deemed to have to have to have to have Sole Power Shared Power Sole Power Shared Power to Dispose to Dispose to Vote or to Vote or or to or to to Direct to Direct Direct the Direct the to Vote to Vote Disposition Disposition 2,220,500 ----- 2,220,500 ---- Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. Item 6 Ownership of More than Five Percent on Behalf of Another Person: N/A Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: N/A Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of Group: N/A Item 10 Certification: By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 15, 1997 Liberty Investment Management, Inc. Michael L. McKee General Manager