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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A-6
(Amendment No. 6)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CHATEAU PROPERTIES, INC.
(NAME OF SUBJECT COMPANY)
CHATEAU PROPERTIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
161739 10
(CUSIP NUMBER OF CLASS SECURITIES)
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C. G. Kellogg
President and Chief Executive Officer
Chateau Properties, Inc.
19500 Hall Road
Clinton Township, MI 48038
(810) 286-3600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE
PERSON(S) FILING STATEMENT)
COPIES TO:
Arthur Fleischer, Jr., Esq.
Peter Golden, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
Henry J. Brennan, III, Esq.
Charles W. Royer, Esq.
Timmis & Inman L.L.P.
300 Talon Centre
Detroit, MI 48207
(313) 396-4200
This Amendment No. 6 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the
"Schedule 14D-9") originally filed with the Securities and Exchange Commission
(the "SEC") on September 18, 1996 by Chateau Properties, Inc., a Maryland
corporation (the "Company"), relating to the offer by MHC Operating
Limited Partnership, an Illinois limited partnership ("MHC OP"), the sole
general partner of which is Manufactured Home Communities, Inc., a
Maryland corporation ("MHC"), to purchase all outstanding shares of
common stock, $.01 par value per share (the "Shares"), of the Company,
at a price of $26.00 per Share, net to the seller in cash. Capitalized
terms used but not defined herein have the meanings previously set
forth in the Schedule 14D-9.
1. ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT
TO SECURITIES
Item 6 is hereby amended and restated as follows:
On October 23, 1996, the Company issued a press release
relating to the Company's intent to repurchase shares of its Common Stock
which is filed as Exhibit 99.16 hereto and incorporated herein by
reference. Further details relating to the Company's repurchase program
are contained in a Rule 13e-1 Transaction Statement filed by Chateau with
the Securities and Exchange Commission pursuant to Rule 13e-1 under the
Securities Exchange Act of 1934 and mailed to all Chateau stockholders,
which is incorporated herein by reference.
The Company has repurchased 450,000 Shares in transactions
effected on the New York Stock Exchange as follows:
Number of
Date Shares Purchased Price Per Share
---- ---------------- ---------------
10/25/96 30,000 $25
10/25/96 5,000 $25
10/28/96 75,000 $25
10/28/96 50,000 $25
10/28/96 199,900 $25
10/28/96 40,100 $24 3/4
10/28/96 50,000 $24 5/8
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450,000
Except as set forth herein or as previously reported in
the Schedule 14D-9, the Company has not effected any transactions in the
Shares during the past 60 days.
2. ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
Item 9 is hereby amended by adding the following
exhibit:
Exhibit 99.18 Text of Press Release dated October 30, 1996
issued by the Company.
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.
By: /s/ C.G. Kellogg
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Name: C.G. Kellogg
Title: President and Chief Executive Officer
Dated: October 30, 1996
EXHIBIT INDEX
Exhibit 99.18 Text of Press Release dated October 30, 1996
issued by the Company.
Exhibit 99.18
FOR IMMEDIATE RELEASE
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CHATEAU PROPERTIES ANNOUNCES THE
REPURCHASE OF 450,000 SHARES
CLINTON TOWNSHIP, MI, October 30, 1996 - Chateau Properties, Inc. (NYSE: CPJ)
announced today that it had completed the repurchase of 450,000 shares of
its common stock. These repurchases were effected on the New York Stock
Exchange. The repurchases were made at prices ranging from $24 5/8 to $25.
Following the vote of the shareholders of ROC Communities, Inc. (NYSE: RCI)
on the proposed merger with Chateau, Chateau may repurchase up to an additional
1,000,000 shares of its common stock by way of open market purchases, privately
negotiated purchases or a tender offer.
Chateau Properties is a fully integrated real estate investment trust (REIT)
engaged in the long-term ownership, management, development and acquisition
of high quality manufactured housing communities. Its portfolio comprises
47 communities located in Michigan, Illinois, Florida, Minnesota, and North
Dakota and contains 20,003 sites.
On October 2, 1996, Chateau and ROC announced the joint acquisition of six
properties from Oakwood Homes. The 50/50 joint venture includes the capacity
for a total of 2,700 homesites.