UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof the Securities Exchange Act of 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~earliest event reported): September 3, 2003

~~Date~~Chateau ~~of Report (Date of Earliest Event Reported): May 29~~Communities, ~~2003~~Inc.

CHATEAU COMMUNITIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	1-12496	38-3132038
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Formation)	(CommissionFile Number)	(IRS EmployerIdentification Number)

6160 South Syracuse Way, Greenwood Village, Colorado 80111 (Address of Principal Executive Offices, Including Zip Code)

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (303) 741-3707

~~Not~~N/A ~~Applicable~~(Former Name of Former Address, if Changed Since Last Report)

~~(Former~~ITEM ~~name~~5. orOTHER ~~former~~EVENTS ~~address,~~AND ifREGULATION ~~changed~~FD ~~since last report)~~ DISCLOSURE.

~~Item~~On 5September 3, 2003, a putative class action complaint was filed on behalf of the stockholders of Chateau Communities, Inc. ~~Other~~(the ~~Events~~“Company”) in the Circuit Court for Baltimore City, Maryland against the Company and members of the Company’s Board of Directors in connection with the proposed merger (the “Merger”) between the Company and a wholly owned subsidiary of Hometown America, L.L.C. (“Hometown”) pursuant to the Merger Agreement, dated as of May 29, 2003 (the “Merger Agreement”) among the Company, CP Limited Partnership, ROC Communities, Inc., Hometown and Hometown America Holdings, L.L.C. The complaint alleges, among other things, that the Company’s directors breached their fiduciary duties by failing to maximize shareholder value, creating deterrents to third-party offers (including by agreeing to pay a termination fee to Hometown in certain circumstances under the Merger Agreement) and failing to provide shareholders with information necessary for them to make a fully informed decision about the Merger (including by failing to include certain information in the proxy statement filed by the Company for the approval of the Merger Agreement, including certain information concerning the Company’s financial results, the Company’s financial projections, certain aspects of the analysis of the Company’s financial advisor, and certain information concerning negotiations with third parties). Among other things, the complaint seeks class action status, a court order enjoining the consummation of any shareholder meeting to vote on the Merger, a court order striking certain provisions in the Merger Agreement that provide for a termination fee to be paid by Chateau to Hometown in certain circumstances and the payment of attorney’s fees. The Company believes that the allegations are without merit and intends to vigorously defend this action.

OnITEM ~~May 29, 2003, Chateau Communities, Inc~~7. ~~(“Chateau”),~~ ~~ROC~~FINANCIAL ~~Communities~~STATEMENTS, ~~Inc.~~PRO ~~(“ROC”),~~FORMA ~~and~~FINANCIAL CPINFORMATION ~~Limited~~AND ~~Partnership (“Chateau OP”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Hometown America, L~~EXHIBITS.L.C. (“Purchaser”) and Hometown America Holdings, L.L.C. (“Parent”), a member of Purchaser, pursuant to which Chateau will merge into a newly formed wholly owned subsidiary of Purchaser and a separate newly formed wholly owned subsidiary of Purchaser will merge into Chateau OP (collectively, the “Mergers”). Chateau and ROC are general partners of Chateau OP.

Pursuant to the terms of the Merger Agreement, each of the issued and outstanding shares of Chateau common stock, par value $.01 per share, will be converted into the right to receive $29.25 in cash without interest. Each common unit of limited partner interest in Chateau OP (~~each, an “OP Unit”~~a) ~~will~~Financial ~~be converted into the right to receive either (i) $29~~Statements—None.25 in cash without interest or, (ii) if the OP Unit holder so elects and provided the holder meets the requirements set forth in the Merger Agreement, one Series A Preferred Unit of Chateau OP, which will initially carry an 8% annual dividend rate which will adjust in two years depending upon the leverage of Chateau.

~~The~~(b) ~~Merger~~Pro ~~Agreement provides~~Forma ~~that,~~Financial through the effective time of the Mergers, Chateau and Chateau OP may continue to declare and pay quarterly dividends or distributions on any quarterly anniversary of prior dividend or distribution record and payment dates in accordance with past practice, at the same rate per share as the most recent quarterly dividend or distributionInformation—None. Upon completion of the Mergers, holders of shares of Chateau’s common stock and of OP Units will be entitled to receive one final dividend or distribution pro rated for the number of days elapsed in the final quarter.

~~The~~(c) ~~Merger Agreement has been unanimously approved by the board of directors of Chateau~~Exhibits—None. The Mergers are subject to customary closing conditions, including the approval of the transaction by the stockholders of Chateau. The Merger Agreement contains no financing condition. It is anticipated that the transaction will be closed in the fourth quarter of 2003.

~~The foregoing descriptions of the Mergers and Merger Agreement are qualified in their entirety by reference to the texts of the Merger Agreement, which is attached hereto as Exhibit~~ 2~~.1,~~ ~~and is incorporated herein by reference.~~

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

2.1 Agreement and Plan of Merger among Hometown America, L.L.C., Hometown America Holdings, L.L.C., CP Limited Partnership, Chateau Communities, Inc. and ROC Communities, Inc., dated as of May 29, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHATEAU COMMUNITIES, INC. By: /s/ Rees F. Davis Name: Rees F. Davis Title: Chief Executive Officer

Dated: September 9, 2003	CHATEAU COMMUNITIES, INC.

	By:	/S/ TAMARA D. FISCHER

	Name:	Tamara D. Fischer
	Title:	Chief Financial Officer

~~Date:~~3 ~~May 30, 2003~~

EXHIBIT INDEX

Exhibits 2.1 Agreement and Plan of Merger among Hometown America, L.L.C., Hometown America Holdings, L.L.C., CP Limited Partnership, Chateau Communities, Inc. and ROC Communities, Inc., dated as of May 29, 2003.

Filing Compare · CHATEAU COMMUNITIES INC