1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT: AUGUST 20, 1997
(Date of earliest event reported)
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
MICHIGAN COMMISSION FILE NO. 333-2522-01 38-3144240
(State of Organization) (IRS Employer I.D. No.)
31700 MIDDLEBELT ROAD
SUITE 145
FARMINGTON HILLS, MICHIGAN 48334
(Address of principal executive offices)
(248) 932-3100
(Registrant's telephone number, including area code)
2
ITEM 5. OTHER EVENTS.
On August 20, 1997, Sun Communities Operating Limited Partnership, a
Michigan limited partnership (the "Issuer"), established a program for the
issuance from time to time of up to $100,000,000 aggregate principal amount of
the Issuer's Medium-Term Notes Due Nine Months or More from Date of Issue (the
"Notes"). Any issuance of the Notes will be pursuant to the registration
statements on Form S-3 of the Issuer and Sun Communities, Inc., a Maryland
corporation (Registration Numbers 33-95694, 333-1822, 333-2522, and 333-14595)
(the "Registration Statements"), and the related Prospectus, dated October 30,
1996, and Prospectus Supplement, dated August 20, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are filed as part of this Report and as part of
the Registration Statements:
1.1 Distribution Agreement, dated August 20, 1997,
among the Issuer, Sun Communities, Inc., a Maryland
corporation, and Lehman Brothers Inc. regarding the Notes
4.1 Indenture, dated as of April 24, 1996, among the
Issuer, Sun Communities, Inc., a Maryland corporation, and
Bankers Trust Company, as Trustee (incorporated by reference to
the Current Report of Sun Communities, Inc. on Form 8-K dated
April 24, 1996)
4.2 First Supplemental Indenture, dated as of August
20, 1997, among the Issuer, Sun Communities, Inc., a Maryland
corporation, and Bankers Trust Company, as Trustee
4.3 Form of Fixed-Rate Note
4.4 Form of Floating-Rate Note
5.1 Opinion of Jaffe, Raitt, Heuer &Weiss, Professional
Corporation, special counsel to the Issuer, as to the legality
of the Notes
8.1 Opinion of Jaffe, Raitt, Heuer &Weiss, Professional
Corporation, special counsel to the Issuer, as to certain
federal tax matters
25.1 Statement of Eligibility of Trustee on Form T-1
(incorporated by reference to the Registration Statement on Form
S-3 filed by the Issuer and Sun Communities, Inc. (File No.
333-2522))
-2-
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
a Michigan limited partnership
By: Sun Communities, Inc., a Maryland corporation
Its: General Partner
Date: August 20, 1997 By: /s/ Jeffrey P. Jorissen
------------------------------
Jeffrey P. Jorissen, Senior Vice President,
Treasurer, Chief Financial Officer, and Secretary
-3-
4
EXHIBIT INDEX
Exhibit Filed
Number Description Herewith
- ------ ----------- --------
1.1 Distribution Agreement, dated August 20, 1997, among the X
Issuer, Sun Communities, Inc., a Maryland corporation, and
Lehman Brothers Inc. regarding the Notes
4.1 Indenture, dated as of April 24, 1996, among the Issuer, Sun
Communities, Inc., a Maryland corporation, and Bankers Trust
Company, as Trustee (incorporated by reference to the
Current Report of Sun Communities, Inc. on Form 8-K dated
April 24, 1996)
4.2 First Supplemental Indenture, dated as of August 20, 1997, X
among the Issuer, Sun Communities, Inc., a Maryland
corporation, and Bankers Trust Company, as Trustee
4.3 Form of Fixed-Rate Note. X
4.4 Form of Floating-Rate Note. X
5.1 Opinion of Jaffe, Raitt, Heuer &Weiss, Professional X
Corporation, special counsel to the Issuer, as to the
legality of the Notes
8.1 Opinion of Jaffe, Raitt, Heuer &Weiss, Professional X
Corporation, special counsel to the Issuer, as to certain
federal tax matters
5.12 Statement of Eligibility of Trustee on Form T-1
(incorporated by reference to the Registration Statement on
Form S-3 filed by the Issuer and Sun Communities, Inc. (File
No. 333-2522))
-4-