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Filed by Equity Residential Properties Trust
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Companies - Grove Property Trust
Grove Operating, L.P.
(Registration Statement File No. 333-44576)
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY
EQUITY RESIDENTIAL PROPERTIES TRUST
ON OCTOBER 20, 2000.
CONTACT: Cindy McHugh FOR IMMEDIATE RELEASE
(312) 928-1905 OCTOBER 20, 2000
EQUITY RESIDENTIAL TO PAY FULL $17.00 PER SHARE FOR GROVE
GROVE SECURES IRS AGREEMENT
CHICAGO, IL - OCTOBER 20, 2000 - Equity Residential Properties Trust
(NYSE: EQR) said today that it has confirmed the price for its previously
announced merger with Grove Property Trust (AMEX: GVE).
Grove Property Trust (Grove) today announced that it has entered into
an agreement with the Internal Revenue Service, which resolves certain
potential tax-related liabilities. Grove secured the agreement, which was
necessary for completion of the merger, without incurring liabilities. As a
result, Grove common shareholders will receive the full $17.00 per share
(cash) merger price without reduction and Grove unitholders will have the
option of receiving cash in the same amount as received by Grove shareholders
or 0.3696 per unit in Equity Residential's operating partnership.
On July 17, 2000, Equity Residential announced its intention to
acquire Grove. The merger, which has been approved by Equity Residential's
Board of Trustees and Grove's Board of Trust Managers, requires the approval
of holders of Grove's common shares and operating partnership units. Special
meetings of holders of Grove's common shares and Grove's operating
partnership units have been scheduled for October 31, 2000. The merger does
not require approval by the shareholders of Equity Residential and is subject
to customary closing conditions. Assuming shareholder and unitholder
approval, the merger is expected to close on October 31, 2000.
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Certain matters discussed in this news release may constitute
forward-looking statements within the meaning of the federal securities laws.
Although Equity Residential believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, it can give
no assurance that its expectations will be achieved. The accuracy of such
statements is subject to a number of risks, uncertainties and assumptions
that may cause actual results to differ materially from those projected,
including, but not limited to, the effect of general economic conditions.
This and other factors that could cause or contribute to actual results
differing materially from such forward-looking statements are discussed in
greater detail in the company's filings with the Securities and Exchange
Commission (SEC).
In connection with the proposed transaction, a proxy statement and
registration statement have been filed with the SEC. Grove investors are
encouraged to read these documents because they contain important information
about the proposed transaction. These documents are available for free, both
at the SEC's website, www.sec.gov, and from Equity Residential's and Grove's
investor relations departments.
Equity Residential Properties Trust is the largest publicly traded
apartment company in America. Nationwide, Equity Residential owns or has an
interest in 1,053 properties in 35 states consisting of 223,000 units. For
more information on Equity Residential, please visit our website at www.eqr.com.
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This communication shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of securities in any state in
which offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
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