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Filed by Equity Residential Properties Trust
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Company - Grove Property Trust
(Commission File No. 1-13080)
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY EQUITY
RESIDENTIAL PROPERTIES TRUST AND GROVE PROPERTY TRUST
ON JULY 17, 2000.
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CONTACTS: Cindy McHugh Gerry McNamara
Equity Residential Grove Property Trust
(312) 928-1905 (860) 808-6125
FOR IMMEDIATE RELEASE
JULY 17, 2000
EQUITY RESIDENTIAL TO ACQUIRE GROVE PROPERTY TRUST
ADDS 7,000 NEW ENGLAND UNITS TO PORTFOLIO
CHICAGO, IL -- JULY 17, 2000 - Equity Residential Properties Trust
(NYSE: EQR) and Grove Property Trust (AMEX: GVE) announced today that they
have entered into a definitive agreement and plan of merger.
Grove Property Trust (Grove), based in Hartford, Connecticut, is a fully
integrated REIT that owns and manages apartments in the New England states.
The company's portfolio of 60 properties, consisting of 7,296 units, is
focused primarily in Boston, Massachusetts, Hartford, Connecticut and
Providence, Rhode Island. The transaction values Grove at approximately $461
million, including approximately $251 million of debt, of which Equity
Residential will assume approximately $244 million. As part of the merger
agreement, certain Grove executives will purchase Grove's four existing
retail shopping centers at the merger closing for approximately $21.7
million, subject to approximately $7.5 million of debt.
Holders of Grove common shares will receive $17.00 (cash)
per share upon closing less an amount (not to exceed $3.5 million or
approximately $0.29 per share) that may be expended by Grove to resolve
certain potential liabilities. Holders of units in Grove's operating
partnership will have the option of receiving cash in the same amount as
received by Grove shareholders or 0.3696 per unit (as similarly adjusted, if
necessary)
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EQUITY RESIDENTIAL/GROVE
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in Equity Residential's operating partnership. Equity Residential would issue
approximately 1,113,755 partnership units if all Grove partnership units were
exchanged. If the liabilities cannot be resolved for less than $3.5 million,
Equity Residential has the option of not proceeding with the transaction.
The merger, which has been approved by Equity Residential's Board of
Trustees and Grove's Board of Trust Managers, requires Grove shareholder and
OP unit holder approval. The merger does not require Equity Residential
shareholder approval and is subject to customary closing conditions. The
transaction is expected to close during the fourth quarter.
"The Grove portfolio presents an excellent opportunity for Equity
Residential," said Douglas Crocker II, Equity Residential's President and
CEO. "This acquisition substantially increases our presence in high barrier
to entry New England markets, particularly suburban Massachusetts. We look
forward to welcoming Grove's employees to the Equity Residential family."
Equity Residential currently owns and manages 19 properties consisting
of 5,020 units in the New England states.
"We are pleased that Grove's properties will be acquired by Equity
Residential, one of the premier apartment companies in America. The timing,
price and prestige of Equity Residential are a very powerful combination of
factors and our Board of Trust Managers feels strongly that this is an
opportunity that should be accepted," said Damon Navarro, Grove's Chairman,
President and CEO. He added, "We have often said that our primary mission was
to create and enhance shareholder value and we believe we have successfully
accomplished our mission."
Certain matters discussed in this news release may constitute
forward-looking statements within the meaning of the Federal securities laws.
Although Equity Residential and Grove believe that the expectations reflected
in such forward-looking statements are based upon reasonable assumptions,
they can give no assurance that their
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EQUITY RESIDENTIAL/GROVE
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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. These 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 companies'
Securities and Exchange Commission filings.
In connection with the proposed transactions, a proxy statement and
registration statement will be filed with the SEC. Grove investors are
encouraged to read these documents because they will contain important
information about the proposed mergers. After these documents are filed with
the SEC, they will be available for free, both on the SEC's website
(www.sec.gov) and from Equity Residential's and Grove Property's investor
relations departments.
Equity Residential Properties Trust is the largest publicly traded
apartment company in America. Nationwide, Equity Residential owns or has
investments in 1,049 properties in 35 states, consisting of 223,304 units.
For more information on Equity Residential, please visit our website at
www.eqr.com.
# # #
GROVE PROPERTY LIST FOLLOWS
EQUITY RESIDENTIAL WILL HOST A CONFERENCE CALL TO DISCUSS THIS ACQUISITION
TODAY, MONDAY, JULY 17, 2000, AT 10:00 A.M. CENTRAL. TO PARTICIPATE IN THE
CONFERENCE CALL PLEASE DIAL 719-457-2604 FIVE MINUTES PRIOR TO THE START
TIME. THE CONFIRMATION CODE 425344 IS NECESSARY FOR PARTICIPATION.
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<TABLE>
<CAPTION>
PROPERTY LOCATION UNITS
<S> <C> <C>
Arbor Commons Ellington, CT 28
Avon Place Avon, CT 156
Bradford Apartments Newington, CT 64
Briar Knoll Apts Vernon, CT 150
Brooksyde Apts West Hartford, CT 80
Burgundy Studios Middletown, CT 102
Cambridge Estates Norwich, CT 92
Colonial Village Plainville, CT 104
Summit & Birch Hill Farmington, CT 184
Fox Hill Apartments Enfield, CT 168
Fox Hill Commons Vernon, CT 74
Greenfield Village Rocky Hill, CT 147
High Meadow Ellington, CT 100
Hilltop Norwich, CT 120
Glastonbury Center Glastonbury, CT 104
Loomis Manor West Harford, CT 43
Park Place West West Hartford, CT 63
Pinney Brook Ellington, CT 34
Parkwood East Haven, CT 102
Ribbon Mill Manchester, CT 104
River's Bend Windsor, CT 364
Westwynd Apts West Hartford, CT 46
Woodbridge Newington, CT 73
929 House Cambridge, MA 127
Abington Grove Abington, MA 90
Cedar Glen Reading, MA 114
Chestnut Glen Abington, MA 130
Coachlight Village Agawam, MA 88
Conway Court Roslindale, MA 28
Dean Estates Taunton, MA 58
Four Winds Fall River, MA 168
Glen Grove Wellesley, MA 125
Glen Meadow Franklin, MA 288
Gosnold Grove East Falmouth, MA 33
Heritage Green Sturbridge, MA 130
Highland Glen Westwood, MA 180
Jaclyn Towers Beverly, MA 100
Longfellow Glen Sudbury, MA 120
Nehoiden Glen Needham, MA 61
Rolling Green Milford, MA 304
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<TABLE>
<CAPTION>
PROPERTY CITY/STATE UNITS
<S> <C> <C>
Rolling Green Amherst, MA 204
Rolling Green Fall River, MA 404
Noonan Glen Winchester, MA 18
Norton Glen Norton, MA 150
Old Mill Glen Maynard, MA 50
Phillips Park Wellesley, MA 49
Rockingham Glen West Roxbury, MA 143
Security Manor Westfield, MA 63
Sturbridge Meadows Sturbridge, MA 104
Summerhill Glen Maynard, MA 120
Van Deene Manor West Springfield, MA 109
Spring Hill Commons Acton, MA 123
Webster Green Needham, MA 76
Westwood Glen Westwood, MA 156
Wilkins Glen Medfield, MA 102
Dean Estates II Cranston, RI 48
Royale Cranston, RI 76
Tanglewood West Warwick, RI 176
Winchester Park East Providence, RI 416
Winchester Wood East Providence, RI 62
</TABLE>
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(end of text of press release.)
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 such an 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.
