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 (Date of Earliest Event Reported): May 29, 2003

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.)

6160 South Syracuse Way, Greenwood Village, Colorado 80111

(Address of Principal Executive Office) (Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

Item 5. Other Events

On May 29, 2003, Chateau Communities, Inc. (“Chateau”), ROC Communities, Inc. (“ROC”), and CP Limited Partnership (“Chateau OP”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Hometown America, L.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”) will be converted into the right to receive either (i) $29.25 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 Merger Agreement provides that, 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 distribution. 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 Merger Agreement has been unanimously approved by the board of directors of Chateau. 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

(c)

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 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

Date: 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.

CHATEAU COMMUNITIES INC 8-K