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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: SEPTEMBER 29, 1999
(Date of earliest event reported)
SUN COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND COMMISSION FILE NO. 1-12616 38-2730780
(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)
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ITEM 5. OTHER EVENTS.
On September 29, 1999, Sun Communities, Inc., a Maryland
corporation (the "Company"), Sun Communities Operating Limited Partnership, a
Michigan limited partnership (the "Partnership"), Belcrest Realty Corporation, a
Delaware corporation ("Belcrest"), and Belair Real Estate Corporation, a
Delaware corporation (together with Belcrest, the "Contributors"), entered into
a Contribution Agreement (a copy of which is filed as an exhibit to this Form
8-K), pursuant to which, among other things, the Contributors contributed an
aggregate of $50 million to the Partnership in return for an aggregate of
2,000,000 9.125% Series A Cumulative Redeemable Perpetual Preferred Units in the
Partnership (the "Series A Preferred Units"). The rights, limitations and
preferences of the Series A Preferred Units are set forth in the One Hundred
Third Amendment to the Second Amended and Restated Limited Partnership Agreement
of the Partnership, dated as of September 29, 1999 (the "Amendment") , a copy of
which is filed as an exhibit to this Form 8-K.
The Series A Preferred Units will be exchangeable, in whole
but not in part, at any time on or after September 29, 2009 at the option of the
holders thereof for 9.125% Series A Cumulative Redeemable Preferred Stock of the
Company (the "Series A Preferred Stock") at an exchange rate of one share of
Series A Preferred Stock for one Series A Preferred Unit, subject to adjustment
as set forth in the Amendment, and at certain earlier times pursuant to the
terms of the Amendment. The rights, limitations and preferences of the Series A
Preferred Stock are set forth in that certain Articles Supplementary to the
Charter of the Company, dated as of September 29, 1999, a copy of which is filed
as an exhibit to this Form 8-K. The Company has granted certain registration
rights to the Contributors with respect to the Series A Preferred Stock pursuant
to a Registration Rights Agreement, dated as of September 29, 1999, among the
Company and the Contributors, a copy of which is filed as an exhibit to this
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4.1 Articles Supplementary to the Company's Charter,
dated as of September 29, 1999
99.1 Contribution Agreement, dated as of September 29,
1999, by and among the Company, the Partnership and
the Contributors
99.2 One Hundred Third Amendment to the Second Amended and
Restated Limited Partnership Agreement of the
Partnership
99.3 Registration Rights Agreement, dated as of September
29, 1999, by and among the Company and the
Contributors.
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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.
Dated: October 14, 1999 SUN COMMUNITIES, INC., a Maryland corporation
By: /s/ Jeffrey P. Jorissen
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Jeffrey P. Jorissen, Senior Vice President,
Treasurer, Chief Financial Officer, and
Secretary
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SUN COMMUNITIES, INC.
EXHIBIT INDEX
Exhibit
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4.1 Articles Supplementary to the Company's Charter, dated as of September
29, 1999
99.1 Contribution Agreement, dated as of September 29, 1999, by and among
the Company, the Partnership and the Contributors
99.2 One Hundred Third Amendment to the Second Amended and Restated Limited
Partnership Agreement of the Partnership
99.3 Registration Rights Agreement, dated as of September 29, 1999, by and
among the Company and the Contributors.
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