SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
to
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date ofReport (Date of earliest event reported): January 23, 1998
GROVE PROPERTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-13080 06-1391084
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification Number)
598 Asylum Avenue, Hartford, Connecticut 06105 (Address of
principal executive offices and zip code)
Registrant's telephone number, including areacode: (860) 246-1126
N/A
(Former name or former address, if changed since last report)
<PAGE>
Grove Property Trust
Financial Statements of Property Acquired and ProForma
Financial Information
Table of Contents
Item 7
Pro Forma Condensed Consolidated Financial Statements (Unaudited):
Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1997
Notes to Pro Forma Condensed Consolidated Balance Sheet
Pro Forma Condensed Consolidated Statements of Income for the Nine Months
Ended September 30, 1997 and the Year Ended December 31, 1996
Notes to Pro Forma Condensed Consolidated Statements of Income
Tangelwood
Financial Statements:
Report of Independent Auditors
Statements of Revenues and Certain Expenses for the Nine Months
Ended September 30, 1997 (Unaudited) and for the Year Ended
December 31, 1996
Notes to the Statements of Revenues and Certain Expenses
Exhibit Index
Exhibit No. Description
2.1 Purchase and Sale Agreement dated December 10, 1997 between
Tanglewood Associate as Seller, and Grove Corporation, as
Purchaser (incorporated by reference to Exhibit 2.1 to the
Company curent report on Form 8k dated Janurary 23, 1998).
<PAGE>
Grove Property Trust
Pro Forma Condensed Consolidated Balance Sheet
September 30, 1997
(Unaudited)
This unaudited Pro Forma Condensed Consolidated Balance Sheet is presented as
if: (i) acquisitions completed after September 30, 1997, had occurred on
September 30, 1997, (ii) the Operating Partnership used working capital and/or
drew down on the Credit Facility to purchase such properties and (iii) the
Company completed the sale of 4,500,000 common shares ("the November 1997
Offerings") on September 30, 1997, and used the net proceeds (approximately
$45.2 million) therefrom to repay indebtedness outstanding under the Credit
Facility and certain mortgage notes payable and for working capital. The
unaudited Pro Forma Condensed Consolidated Balance Sheet should be read in
conjunction with the financial statements and notes thereto of the Company, as
filed on Form 10-KSB, as amended, for the year ended December 31, 1996, on Form
10-QSB for the nine-months ended September 30, 1997, Form S-2 and various Form
8-K's filed during 1997. In management's opinion, all adjustments necessary to
present fairly the effects of the above mentioned transactions have been made.
The pro forma information is not necessarily indicative of the results that
would have been reported had such events actually occurred on the date
specified, nor is it indicative of the Company's future results.
<PAGE>
<TABLE>
Grove Property Trust
Pro Forma Condensed Consolidated Balance Sheet (continued)
September 30, 1997
(Unaudited)
<CAPTION>
Historical 1997 January
Company Acquisitions The As Adjusted 1998 Pro Forma
(A) (B) Offerings Consolidated Acquistion Consolidated
------------------------------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets
Real estate, net $ 112,014 $ 29,415 $ - $ 141,429 $ 6,885 $ 148,314
Cash and cash equivalents,
including resident security 1,158 (5,090) 6,768(D) 2,836 - 2,836
deposits
Deferred costs, net 1,351 - - 1,351 - 1,351
Due from affiliates 602` - - 602 - 602
Other assets 1,315 - - 1,315 - 1,315
==============================================================================
Total assets $ 116,440 $ 24,325 $ 6,768 $ 147,533 $ 6,885 $ 154,418
==============================================================================
Liabilities and Shareholders'
Equity
Mortgage notes payable $ 53,862 $ - $(20,250)(D) $ 33,612 $ - $ 33,612
Revolving Credit Facility 11,125 22,764 (18,289)(D) 15,600 6,885 22,485
Accounts payable and other 1,763 - - 1,763 - 1,763
liabilities
Due to affiliates 843 - - 843 - 843
Resident security deposits 1,429 - - 1,429 - 1,429
Dividends payable 1,166 - - 1,166 - 1,166
------------------------------------------------------------------------------
Total liabilities 70,188 22,764 (38,539) 54,413 6,885 61,298
------------------------------------------------------------------------------
Minority interests in consolidated 1,560 - - 1,560 - 1,560
partnerships
Minority interest in Operating 20,831 1,561 1,643(E) 24,035 - 24,035
Partnership
Shareholders' equity:
Common shares 40 - 45(D) 85 - 85
Additional paid-in capital 24,590 - 45,262(D)
(1,643)(E) 68,209 - 68,209
Distributions in excess of earnings (769) - - (769) - (769)
------------------------------------------------------------------------------
Total shareholders' equity 23,861 - 43,664 67,525 - 67,525
------------------------------------------------------------------------------
Total liabilities and $ 116,440 $ 24,325 $ 6,768 $ 147,533 $ 6,885 $ 154,418
shareholders' equity
==============================================================================
</TABLE>
See accompanying notes.
<PAGE>
Grove Property Trust
Notes to Pro Forma Condensed Consolidated Balance Sheet
September 30, 1997
(Unaudited)
(In thousands, except share data)
(A) Balance sheet data was derived from the Company consolidated financial
statements as of September 30, 1997 (Unaudited), as filed on its Form
10-QSB.
(B) Balance sheet data reflects the following property acquisitions which were
consummated by the Company in the fourth quarter of 1997, as follows:
<TABLE>
<CAPTION>
Number of Revolving Value of
Units or Purchase Credit OP
Properties Location Square Date Acquired Price Facility Units(1) Cash
Feet
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1.Corner Block and
Wharf Building Edgartown, MA 16,427 October 31, 1997 $ 4,421 $ 2,860 $ 1,561 $ -
(2 properties) (2) sq.ft.
2. High Meadow
Apartments Ellington, CT 100 October 31, 1997 4,050 4,050 - -
3. Village Arms Acton, MA 123 December 31, 1997 5,200 600 - 4,600
4. Ribbon Mill Manchester, CT 104 December 31, 1997 3,813 3,813 - -
5. Briar Knoll Vernon, CT 150 December 31, 1997 6,173 6,173 - -
6. Hilltop Norwich, CT 120 December 31, 1997 5,014 5,014 - -
--------------------------------------
28,671 22,510 1,561 4,600
Acquisition costs 744 254 - 490
======================================
$ 29,415 $22,764 $ 1,561 $5,090
======================================
<FN>
(1)Operating Partnership ("OP") Unit Holders are represented on the
accompanying pro forma condensed consolidated balance sheet as
"minority interest in Operating Partnership." The value ascribed to the
OP Units for 1. above was $10.50 per OP Unit, representing actual
amounts.
(2)These Properties are retail centers.
</FN>
</TABLE>
(C)Balance sheet data reflects the following property acquisition which was
consummated by the Company during January 1998, as follows:
Revolving
Number of Purchase Credit
Property Location Units Date Acquired Price Facility
- --------------------------------------------------------------------------------
Tanglewood West Warwick, RI 176 January 23, 1998 $6,750 $ 6,750
Acquisition costs 135 135
====================
$6,885 $ 6,885
====================
<PAGE>
Grove Property Trust
Notes to Pro Forma Condensed Consolidated Balance Sheet (continued)
(D)Balance sheet data reflects the November 1997 Offerings and the
application of the net proceeds therefrom, as follows:
<TABLE>
<CAPTION>
Mortgage Revolving
Notes Credit Common Paid in
Cash Payable Facility Stock Capital
----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
1. Gross proceeds from the $ 48,937 $ - $ - $ 45 $ 48,892
Offerings(1)
2. Costs of the Offerings (2) (3,630) - - - (3,630)
3. Paydown of debt (38,539) (20,250) (18,289) - -
=========== ============ =========== ============ ===========
$ 6,768 $(20,250) $(18,289) $ 45 $ 45,262
=========== ============ =========== ============ ===========
<FN>
(1) 4,500,000 shares at $10.875 per share.
(2) Includes underwriters' discount and approximately $1,400 of other costs
and expenses.
</FN>
</TABLE>
(E)Represents a reallocation between shareholders' equity and minority
interest in the Operating Partnership upon consummation of the November
1997 Offerings based upon pro forma: (i) shares of common stock (8,453,829)
and (ii) OP Units not owned by the Company (3,009,126). See Note (K) in the
Notes to Pro Forma Condensed Consolidated Statements of Income included
herein.
<PAGE>
Grove Property Trust
Pro Forma Condensed Consolidated Statements of Income
(Unaudited)
These unaudited Pro Forma Condensed Consolidated Statements of Income are
presented as if (i) the Company had acquired GPS and Property Partnerships and
various other property acquisitions consummated in 1997 and Tanglewood Village,
(ii) the Consolidation Transactions (see notes to Pro Forma Condensed
Consolidation Statement of Income), including the New Equity Investment and
Refinancings and (iii) the November 1997 Offerings and the application of the
net proceeds therefrom as if all had occurred as of January 1, 1996. The
unaudited Pro Forma Condensed Consolidated Statements of Income should be read
in conjunction with the financial statements of the Company, GPS and Property
Partnerships and various other properties acquired during 1997 and Tanglewood
Village, which financial statements are included herein or have been filed with
the Securities and Exchange Commission on Form 10-KSB, as amended, for the year
ended December 31, 1996, Form 10-QSB for the nine months ended September 30,
1997, Form S-2 and various Form 8-K's filed during 1997. In management's
opinion, all adjustments necessary to present fairly the effects of the above
mentioned transactions have been made.
The pro forma information is not necessarily indicative of the results that
would have been reported had such events actually occurred on the date
specified, nor is it indicative of the Company's future results.
<PAGE>
<TABLE>
Grove Property Trust
Pro Forma Condensed Consolidated Statements of Income (Continued)
(Unaudited)
Nine Months Ended September 30, 1997
--------------------------------------------------------------------------------
<CAPTION>
Pro
Forma
Consolidated January
1997 Management Without 1998
Historical Acquis- Pro Forma Company January Acquis- Pro Forma
Company ition Adjustments Adjustment 1998 ition Consolidated
(A) (B) Acquisition (C)
----------- ---------- ----------- ---------- ----------- ---------- -----------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Rental income $10,944 $ 9,955 $ - $ (9)(H) $20,890 $ 901 $21,791
Property management 380 321 - (355)(I) 346 - 346
Interest and other 212 262 - (4)(H) 470 11 481
----------- ---------- ----------- ---------- ----------- ---------- -----------
Total revenues 11,536 10,538 - (368) 21,706 912 22,618
----------- ---------- ----------- ---------- ----------- ---------- -----------
Expenses:
Related party management fees 22 333 - (355)(I) - - -
Real estate taxes 1,143 1,060 - - 2,203 88 2,291
Other property operating 3,741 3,960 (20)(H) 135(H)
(71)(H) 7,745 424 8,169
General and administrative 610 36 30(G)
(35)(H) 71(H) 712 - 712
----------- ---------- ----------- ---------- ----------- ---------- -----------
Total operating expenses 5,516 5,389 (25) (220) 10,660 512 11,172
----------- ---------- ----------- ---------- ----------- ---------- -----------
Net operating income 6,020 5,149 25 (148) 11,046 400 11,446
Interest expense 1,732 1,736 (761)(D) - 2,707 528 3,235
Depreciation and amortization 2,380 1,010 (19)(E)
1,019(F) - 4,390 195 4,585
----------- ---------- ----------- ---------- ----------- ---------- -----------
Income before minority 1,908 2,403 (214) (148) 3,949 (323) 3,626
interests
Minority interests in earnings
of consolidated partnerships (114) - 23(K) - (91) - (91)
Minority interest in earnings
of Operating Partnership (658) - (355)(L) - (1,013) 85 (928)
=========== ========== =========== ========== =========== ========== ===========
Net income $ 1,136 $ 2,403 $ (546) $ (148) $ 2,845 $ (238) $ 2,607
=========== ========== =========== ========== =========== ========== ===========
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
Grove Property Trust
Pro Forma Condensed Consolidated Statements of Income (Continued)
(Unaudited)
Year Ended December 31, 1996
-------------------------------------------------------------------------------
<CAPTION>
Pro Forma
Consolidated
Without January
Historical 1997 Pro Management January 1998 Pro
Company Acquisition Forma Company 1997 Acquisition Forma
(A) (B) Adjustments Adjustments Acquisition (C) Consolidated
----------- ---------- ----------- ---------- ----------- ---------- -----------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Rental income $ 2,046 $ 23,910 $ - $ (30)(H) $ 25,926 $ 1,194 $ 27,120
Property management - 777 - (396)(I) 381 - 381
Interest and other 36 1,309 (138)(H) (307)(H)
(204)(H)
(100)(J) 596 25 621
----------- ---------- ----------- ---------- ----------- ---------- -----------
Total revenues 2,082 25,996 (138) (1,037) 26,903 1,219 28,122
----------- ---------- ----------- ---------- ----------- ---------- -----------
Expenses:
Related party management 109 287 - (396)(I) - - -
fees
Real estate taxes 208 2,633 - - 2,841 117 2,958
Other property operating 656 10,182 (149)(H) (492)(H) 10,197 564 10,761
General and administrative 67 344 120(G) -
(74)(H) 492(H) 949 - 949
----------- ---------- ----------- ---------- ----------- ---------- -----------
Total operating expenses 1,040 13,446 (103) (396) 13,987 681 14,668
----------- ---------- ----------- ---------- ----------- ---------- -----------
Net operating income 1,042 12,550 (35) (641) 12,916 538 13,454
Interest expense 394 4,965 (1,654)(D) - 3,705 396 4,101
Depreciation and 387 3,446 (5)(E)
amortization
1,912(F) - 5,740 146 5,886
----------- ---------- ----------- ---------- ----------- ---------- -----------
Income before minority 261 4,139 (288) (641) 3,471 (4) 3,467
interest
Minority interest in -
earnings of Operating - (911)(L) - (911) 1 (910)
Partnership
=========== ========== =========== ========== =========== ========== ===========
Net income $ 261 $ 4,139 $(1,199) $ (641) $ 2,560 $ (3) $ 2,557
=========== ========== =========== ========== =========== ========== ===========
</TABLE>
See accompanying notes.
<PAGE>
Grove Property Trust
Notes to Pro Forma Condensed Consolidated Statements of Income
(Unaudited)
(In thousands, except share data)
On March 14, 1997, the Company entered into a series of Consolidation
Transactions. The Consolidation Transactions were a business combination of the
Company and GPS (the "Management Company") and Property Partnerships in
connection with the formation of an umbrella REIT. In addition, the Company
simultaneously issued 3,333,333 common shares at $9 per share ("New Equity
Investment") and retired or refinanced certain mortgage and credit facility debt
("Refinancing"). The effect of these transactions on the accompanying pro forma
Condensed Consolidated Statements of Income is reflected as outlined in the
Notes below.
(A) Historical results of operations data were derived from the financial
statements of the Company as filed with the Securities and Exchange
Commission on the Company's Form 10-KSB, as amended, for the year ended
December 31, 1996 and on Form 10-QSB, for the nine months ended September
30, 1997.
(B) The historical financial statements of the Company contain results of
operations data for the properties and management company identified below
from the date of acquisition to the end of the respective period. The
results of operations from the beginning of the respective period to the
acquisition date (or September 30, 1997 with respect to 9 through 14
below) is included in this column.
Property/Entity -Acquisitions Date Acquired
1. Cambridge January 12, 1996
2. Grove Property Services Limited Partnership and Property
Partnerships (20 properties and management company)(1) March 14, 1997
3. Four Winds June 1, 1997
4. Brooksyde June 1, 1997
5. River's Bend June 1, 1997
6. Greenfield Village July 1, 1997
7. Glastonbury Center September 1, 1997
8. Summit & Birch Hill September 1, 1997
9. Corner Block and Wharf Building (2 properties) October 31, 1997
10. High Meadow Apartments October 31, 1997
11. Village Arms December 31, 1997
12. Ribbon Mill December 31, 1997
13. Briar Knoll December 31, 1997
14. Hill Top December 31, 1997
(1) The historical financial statements of Grove Property Services Limited
Partnership and Property Partnerships for the year ended December 31, 1996,
include a property (Talcott Forest) which was not included in the
Consolidation Transactions and has been omitted herein.
<PAGE>
Grove Property Trust
Notes to Pro Forma Condensed Consolidated Statements of Income (continued)
(C)The results of operations for Tanglewood Village (acquired in January
1998) for the respective periods are included in this column. This column
also includes pro forma depreciation, interest expense and minority
interest in Operating Partnership.
(D) Represents the following:
Nine Months Year
Ended Ended December
September 30, 1997(1) 31, 1996
Pro forma interest expense on new or
refinanced mortgage debt and the
Revolving Credit Facility $ 685 $ 1,810
Historical interest expense on
refinanced or retired mortgage debt (1,446) (3,464)
================================
$ (761) $ (1,654)
================================
(1) The New Equity Investment was effective on March 14, 1997. The historical
financial information for the period March 15, 1997 to September 30, 1997
already takes effect for this transaction.
Pro forma interest expense is based on rates ranging from 6.5% to 8.3% per annum
and assumes proceeds of $30 million ($27.5 million after costs) from the New
Equity Investment and $48.9 million ($45.3 million after costs) from the
November 1997 Offerings were received by the Company on January 1, 1996.
<PAGE>
Grove Property Trust
Notes to Pro Forma Condensed Consolidated Statements of Income (continued)
(E) Represents the following:
Nine Months Year
Ended Ended December
September 30, 1997(1) 31, 1996
Pro forma deferred financing
amortization expense on new or
refinanced mortgage debt and the
Revolving Credit Facility $ 30 $ 138
Historical deferred financing
amortization expense on refinanced
or retired mortgage debt (49) (143)
================================
$ (19) $ (5)
================================
(1) The New Equity Investment was effective on March 14, 1997. The historical
financial information for the period March 15, 1997 to September 30, 1997
already reflects this transaction.
(F) Represents adjustment to record depreciation on the excess of the purchase
price relating to the purchase of certain partnership interests from
partners, over the net book amount and for properties acquired during or
after the nine months ended September 30, 1997, to the extent depreciation
was not reflected in the historical financial statements during the nine
months ended September 30, 1997.
(G) Represents adjustment to record non-cash compensation expense in 1996 and
the first quarter of 1997 associated with the Deferred Stock Grants granted
to Executive Officers in connection with the consummation of the
Consolidation Transactions, pursuant to the 1996 Plan. Such compensation
expense was recorded by the Company commencing March 15, 1997 in its
historical financial statements.
(H) Represents adjustments to: (i) provide for elimination adjustments as a
result of combining the operating properties with the management company,
which historically charged properties a management fee, (ii) exclude
certain non-recurring revenues and expenses including those of Grove
Property Services Limited Partnership attributable to brokerage and other
services and sales of apartment units, (iii) reclassify certain expenses
historically classified by Grove Property Services Limited Partnership as
property operating expenses to general and administrative expenses, (iv)
decrease general and administrative expenses to reflect the cost savings
(predominately professional fees) associated with operating all Properties
on a combined, self-managed basis offset by an increase in compensation
expense to the Company's officers which took effect after the November 1997
Offerings, and (v) increase property operating costs subsequent to the
Consolidation Transactions to reflect the recombining of certain property
<PAGE>
Grove Property Trust
Notes to Pro Forma Condensed Consolidated Statements of Income (continued)
leasing costs that GPS provided prior to the Consolidation Transactions and
that the Company commenced providing subsequent to the November 1997
Offerings as follows:
Nine Months Year
Ended Ended December
September 30, 31,
1997(1) 1996
(i) Non-recurring property
operating expenses $ 20 $ 149
(ii) Non-recurring rental revenues 9 30
(iii) Non-recurring other revenues - 204
(iv) Gain on sales of apartments - 138
(v) Brokerage services-other 4 307
revenues.
(vi) Reclassification of other
property operating to general
and administrative 71 492
(vii) Decrease in general and
administrative (35) (74)
(viii) Increase in property
operating expenses 135 -
(1) The New Equity Investment was effective on March 14, 1997. The
historical financial information for the period March 15, 1997 to
September 30, 1997 already takes effect for this transaction.
(I) Elimination of intercompany management fees.
(J) Elimination of non-recurring commission received in 1996 from an affiliate.
(K) Elimination of minority interest in a consolidated partnership (acquired in
June 1997) where the Company acquired the remaining interest in such property
partnership on September 30, 1997.
<PAGE>
(L) Based upon Operating Partnership ("OP") Units (OP Units are exchangeable on
a one-for-one basis into Common Shares) assumed to be owned by Limited Partners
and Common Shares assumed to be outstanding as follows:
Operating
Common Shares Partnership
Units
-----------------------------
Grove Property Trust at December 31, 1996 620,102 -
New Equity in March 1997 3,333,333 -
Consolidation Transactions in March 1997:
affiliates - 909,115
non-affiliates - 1,205,324
June 1997 acquisitions - 420,183
Exercise of stock options in May 1997 394 -
September 1997 acquisitions - 325,836
October 1997 acquisitions - 148,668
The November 1997 Offerings 4,500,000 -
=============================
8,453,829 3,009,126
=============================
73.75% 26.25%
=============================
<PAGE>
Report of Independent Auditors
To the Shareholders and Board of Trust Managers
Grove Property Trust
We have audited the statement of revenues and certain expenses of Tanglewood
Village Apartments ( the "Property") for the year ended December 31, 1996. The
statement of revenues and certain expenses is the responsibility of the
Property's management. Our responsibility is to express an opinion on the
statement of revenues and certain expenses based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of revenues and certain expenses is free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of revenues and certain
expenses. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the statement of revenues and certain expenses. We believe that
our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission for inclusion in Form 8-K, as described in Note 2, and is
not intended to be a complete presentation of the Property's revenues and
expenses.
In our opinion, the statement of revenues and certain expenses referred to above
presents fairly, in all material respects, the revenues and certain expenses as
described in Note 2 of Tanglewood Village Apartments for the year ended December
31, 1996, in conformity with generally accepted accounting principles.
Ernst & Young LLP
January 13, 1998
New York, New York
<PAGE>
Tanglewood Village Apartments
Statements of Revenues and Certain Expenses
Nine Months
Ended
September 30, Year Ended
1997 December
(Unaudited) 31, 1996
------------------------------
(in thousands)
Revenues:
Rental income $ 901 $ 1,194
Other 11 25
------------------------------
912 1,219
------------------------------
Certain expenses:
Property operating and maintenance 424 564
Real estate taxes 88 117
------------------------------
512 681
------------------------------
Revenues in excess of certain expenses $ 400 $ 538
==============================
See accompanying notes.
<PAGE>
Tanglewood Village Apartments
Notes to the Statements of Revenues and Certain Expenses
Year Ended December 31, 1996
1. Business
The accompanying Statements of Revenues and Certain Expenses relate to the
operations of a certain property known as Tanglewood Village Apartments, a
residential apartment building located in Rhode Island (the "Property"). Grove
Property Trust (the "Company") acquired the Property from an unrelated party in
January 1998.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying Statements of Revenues and Certain Expenses were prepared for
the purpose of complying with the rules and regulations of the Securities and
Exchange Commission for inclusion in the Company's Form 8-K. Accordingly, the
financial statements exclude certain expenses that may not be comparable to
those expected to be incurred by the Company in the proposed future operations
of the Property. Items excluded consist of depreciation, amortization, interest
and certain non-operating expenses.
Use of Estimates
The preparation of the Statements of Revenues and Certain Expenses in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the Statements of
Revenues and Certain Expenses and accompanying notes. Actual results could
differ from those estimates.
Revenue Recognition
Rental income attributable to leases is recognized on a straight-line basis over
the term of the leases, which are generally one year.
<PAGE>
Tanglewood Village Apartments
Notes to the Statement of Revenues and Certain Expenses (continued)
Interim Unaudited Information
The accompanying Statement of Revenues and Certain Expenses for the nine months
ended September 30, 1997 is unaudited; however, in the opinion of management,
all adjustments (consisting solely of normal recurring adjustments) necessary
for a fair presentation of the Statement of Revenues and Certain Expenses for
this interim period have been included. The results of this interim period are
not necessarily indicative of the results to be obtained for a full fiscal year.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this amendment to its report to be signed on its behalf
by the undersigned hereunto duly authorized.
GROVE PROPERTY TRUST
Date: April 1, 1998 By: /s/ Joseph R. LaBrosse
----------------------------
Joseph R. LaBrosse
Chief Financial Officer
<PAGE>
Exhibit Index
Exhibit No. Description
2.1 Purchase and Sale Agreement dated December 10, 1997 between
Tanglewood Associate as Seller, and Grove Corporation, as
Purchaser (incorporated by reference to Exhibit 2.1 to the
Company curent report on Form 8k dated Janurary 23, 1998).
