SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 2, 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 area code: (860) 246-1126
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
Pursuant to an Agreement dated as of April 22, 1998, as amended as of
August 31, 1998 (as so amended, the "Conveyance Agreement"), Grove Property
Trust (the "Company") acquired Rockingham Glen Apartments (the "Rockingham
Apartments") on December 2, 1998. The acquisition of the Rockingham Apartments
was effected through Grove Operating, L.P. (the "Operating Partnership"). The
purchase price for the Rockingham Apartments and certain related non-real estate
assets having a value of approximately $400,000 was $7.2 million. The purchase
price for the assets acquired was determined by arms' length negotiation between
the Company and Alexander H. McNeil and Virginia McNeil in their capacity as
general partners of Rockingham Glen, the limited partnership which owned the
Rockingham Apartments.
The purchase price for the Rockingham Apartments and related non-real
estate assets was paid thrugh the payment of approximately $2.1 million in cash,
the issuance of approximately 100,000 Common Units of the Operating Partnership
having a value as of the date of issuance of approximately $1.1 million and the
assumption of first and second mortgage indebtedness in the approximate
principal amount of $3.7 million. The cash portion of the purchase price was
paid from amounts available under the Company's revolving credit facility.
Immediately prior to the conveyance of the Rockingham Apartments, the Operating
Partnership purchased the limited partnership interests of six limited partners
of Rockingham Glen for cash, and the Operating Partnership received the number
of Common Units that would otherwise have been distributed to such limited
partners. The amount of cash paid and the number of Common Units issued is
subject to adjustment based on the financial statements of Rockingham Glen as of
November 30, 1998.
The Rockingham Apartments is a 143-unit apartment complex located in West
Roxbury, Massachusetts which was originally constructed in 1974. Of the units in
the Rockingham Apartments, 80% have market rental rates and 20% are classified
as affordable housing. The Company intends to continue to operate the complex as
rental apartments. Title to the property is held by GR- Rockingham Glen Limited
Partnership, a limited partnership in which the Operating Partnership is the
sole general partner.
As part of its on-going acquisition program, the Company has also acquired
Abington Glen Apartments (the "Abington Apartments"). The acquisition of the
Abington Apartments was made pursuant to the Conveyance Agreement and was
effected through the Operating Partnership. The purchase price for Abington of
approximately $3.2 million was determined by arms' length negotiation between
the Company and Alexander H. McNeil and Virginia McNeil in their capacity as
general partners of Abington Glen Associates Limited Partnership, the limited
partnership which owned the Abington Apartments.
The purchase price for Abington was paid through the payment of
approximately $0.4 million in cash, the issuance of approximately 85,000 Common
Units
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of the Operating Partnership having a value as of the date of issuance of
approximately $0.9 million and the assumption of mortgage indebtedness in the
approximate principal amount of $1.9 million. The cash portion of the purchase
price was paid with amounts available under the Company's revolving credit
facility.
The Abington Apartments is a 90-unit apartment complex located in Abington,
Massachusetts which was originally constructed in 1977. All of the units in
Abington have market rental rates. The Company intends to continue to operate
the complex as rental apartments. Title to the property is held by GPT-Abington
Glen, LLC, a limited liability company in which the Operating Partnership is the
sole member.
At the time of negotiation of the Conveyance Agreement, none of the other
parties thereto were affiliates of the Company. Following the Company's
acquisition of 17 apartment communities on October 30, 1998 pursuant to the
Conveyance Agreement. Keith W. Munsell, the Chief Operating Officer and
Executive Vice President of McNeil Real Estate Group, Inc., a developer of real
estate projects and an affiliate of Alexander H. McNeil, was elected a Trust
Manager of the Company on November 6, 1998. In connections with acquisitions of
properties by the Company, Alexander H. McNeil has acquired a significant number
of Common Units of the Operating Partnership which the Company expects will
represent approximately 5% of the outstanding Common Units of the Operating
Partnership.
Item 7. Financial Statements and Exhibits.
(a) The following financial statements will be included in an amendment to
this report which will be filed as soon as practicable, but not later than
February 15, 1999:
(i) Rockingham Apartments - Statement of Revenues and Certain
Expenses for the Nine Months Ended September 30, 1998 (Unaudited)
and for the Year Ended December 31, 1997.
(ii) Abington Apartments - Statement of Revenues and Certain Expenses
for the Nine Months Ended September 30, 1998 (Unaudited) and for
the Year Ended December 31, 1997.
(b) Pro forma financial statements for the nine months ended September 30,
1998 (unaudited) and for the year ended December 31, 1997 will be included in an
amendment to this report which will be filed as soon as practicable, but not
later than February 15, 1999.
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(c) Exhibits.
Exhibit No. Description
2.1 Agreement, dated as of April 22, 1998 among The Grove
Corporation and the twenty-two limited partnerships
identified on Schedule 1 thereto (incorporated by reference
to Exhibit 2.1 to the Company's Current Report on Form 8-K
dated October 30, 1998 (Commission File No. 1-13080))
2.2 Amendment dated as of August 31, 1998 to Conveyance
Agreement dated as of April 22, 1998 among The Grove
Corporation and the twenty-one limited partnerships
identified on Schedule 1 thereto (incorporated by reference
to Exhibit 2.2 to the Company's Current Report on Form 8-K
dated October 30, 1998 (Commission File No. 1-13080))
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GROVE PROPERTY TRUST
Date: December 17, 1998 By: /s/Joseph R. LaBrosse
------------------------------
Joseph R. LaBrosse
Chief Financial Officer
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Exhibit Index
Exhibit No. Description
2.1 Agreement, dated as of April 22, 1998 among The Grove
Corporation and the twenty-two limited partnerships
identified on Schedule 1 thereto (incorporated by reference
to Exhibit 2.1 to the Company's Current Report on Form 8-K
dated October 30, 1998 (Commission File No. 1-13080))
2.2 Amendment dated as of August 31, 1998 to Conveyance
Agreement dated as of April 22, 1998 among The Grove
Corporation and the twenty-one limited partnerships
identified on Schedule 1 thereto (incorporated by reference
to Exhibit 2.2 to the Company's Current Report on Form 8-K
dated October 30, 1998 (Commission File No. 1-13080))
