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: MAY 7, 1998 (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. Sun Communities Operating Limited Partnership entered into an agreement to issue $65,000,000 of Callable/Redeemable Notes due May 14, 2015 (the "Notes") as of May 7, 1998. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS 4.1 Form of Callable/Redeemable Note due May 14, 2015 8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, as to certain federal tax matters pertaining to the Notes 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1) -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: May 13, 1998 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 - ------- ----------- -------- 4.1 Form of Callable/Redeemable Note due May 14, 2015 X 8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, as X to certain federal tax matters pertaining to the Notes 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP X (included in Exhibit 8.1) -4-