Registration No. 333-
--------------------
As Filed with the Securities and Exchange Commission
on May 27, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GROVE PROPERTY TRUST
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(Exact name of registrant as specified in its charter)
Maryland 06-1391084
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
598 Asylum Avenue
Hartford, Connecticut 06105
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(Address Of Principal Executive Offices) (Zip Code)
1996 Share Incentive Plan of Grove Real Estate Asset Trust,
Grove Operating, L.P. And Property Partnerships
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(Full title of the plan)
Joseph R. LaBrosse
Chief Financial Officer
Grove Property Trust
598 Asylum Avenue
Hartford, Connecticut 06105
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(Name and address of agent for service)
(860) 246-1126
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(Telephone number, including area code of agent for service)
Copy to:
Paul G. Hughes
Cummings & Lockwood
P. O. Box 120
Four Stamford Plaza
Stamford, Connecticut 06904-0120
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================
TITLE OF SECURITIES AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE REGISTERED MAXIMUM MAXIMUM REGISTRATION
OFFERING PRICE AGGREGATE FEE
PER SHARE * OFFERING
PRICE *
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<S> <C> <C> <C> <C>
Common Shares 900,000 shares $10.125 $9,112,500 $2,688.19
of Beneficial Interest,
$0.01 par value
==============================================================================================
</TABLE>
* Calculated pursuant to Rule 457(h) of the rules and regulations under the
Securities Act of 1933 solely for the purpose of calculating the registration
fee, based upon the average of the high and low prices of the Common Shares as
reported in the consolidated reporting system of the American Stock Exchange on
May 22, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement relates to the offer and sale by Grove
Property Trust, a Maryland real estate investment trust (formerly Grove Real
Estate Asset Trust) (the "COMPANY"), of up to 900,000 of its Common Shares of
Beneficial Interest, $0.01 par value, pursuant to the 1996 Share Incentive Plan
of Grove Real Estate Asset Trust, Grove Operating, L.P. and Property
Partnerships (the "PLAN"). The documents containing the information concerning
the Plan specified in Item 1 of the Form S-8 registration statement under the
Securities Act of 1933 (the "1933 ACT") are not being filed as part of this
Registration Statement in accordance with the Note to Part I of the Form S-8
registration statement but will be sent or given to employees and non-employee
trust managers receiving awards under the Plan in accordance with Rule 428(b)(1)
under the 1933 Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents filed by the Company with the Securities
and Exchange Commission (the "COMMISSION") are incorporated into this
Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
3. The Company's Current Report on Form 8-K dated December 31,
1997, as amended, and its Current Report on Form 8-K dated January 23, 1998, as
amended; and
4. The Company's Registration Statement on Form 8-A dated November
14, 1997.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"1934 ACT") after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.
To the extent that independent accountants audit and report on
financial statements of the Company issued at future dates, and consent to the
use of their reports thereon, such financial statements shall also be
incorporated by reference in this Registration Statement in reliance upon their
reports and their authority as experts in accounting and auditing.
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<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Both the Maryland Real Estate Investment Trust Act and related
statutes and the Company's Third Amended and Restated Declaration of Trust, as
amended, provide that no trustee or officer will be personally liable for any
obligation of the Company solely as a result of his or her status as a trustee
or officer of the Company. The Bylaws of the Company further provide that the
Company shall indemnify each trustee and officer against any claim or liability
for which the trustee or officer may become subject by reason of being or having
been a trustee or officer, and that the Company shall reimburse each trustee and
officer for all legal and other expenses reasonably incurred in connection with
any such claim or liability.
The Company has purchased a Directors, Officers and Corporate
Liability Insurance Policy for Real Estate Investment Trusts issued by American
International Specialty Lines Insurance Company. This policy provides $5,000,000
of coverage and extends to February 27, 1999.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not applicable.
ITEM 8. EXHIBITS
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Exhibit 4(a) Third Amended and Restated Declaration of Trust of the Company
dated March 14, 1997, as amended by Articles Supplementary dated
October 23, 1997 (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1997 (Commission File No. 1-13080))
Exhibit 4(b) Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Current Report on Form
8-K dated March 14, 1997 and filed March 31, 1997 (Commission File
No. 1-13080))
Exhibit 5 Opinion of Piper & Marbury, L.L.P.
Exhibit 23(a) Consent of Ernst & Young LLP
Exhibit 23(b) Consent of Piper & Marbury, L.L.P. (included in Exhibit 5)
Exhibit 24 Power of Attorney
Exhibit 99 1996 Share Incentive Plan of Grove Real Estate Asset Trust, Grove
Operating, L.P. and Property Partnerships (incorporated by
reference to Exhibit 10.10 to the Company's Current Report on Form
8-K dated March 14, 1997 (Commission File No. 1-13080))
ITEM 9. UNDERTAKINGS
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(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
Provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on May 27, 1998.
GROVE PROPERTY TRUST
By /s/ Joseph R. Labrosse
---------------------------------
Joseph R. LaBrosse
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities shown on the 27th day of May, 1998.
Damon D. Navarro Trustee and Chairman of )
the Board and Chief )
Executive Officer )
(Principal executive )
officer) )
Joseph R. LaBrosse Trustee and Chief )
Financial Officer (Principal )
financial and accounting )
officer) )
Theodore R. Bigman Trustee ) By /s/ JOSEPH R. LABROSSE
J. Joseph Garrahy Trustee ) ------------------------
Harold V. Gorman Trustee ) Name: Joseph R. LaBrosse
Edmund F. Navarro Trustee ) Attorney-in-fact
James F. Twaddell Trustee )
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<PAGE>
EXHIBIT INDEX
Exhibit 4(a) Third Amended and Restated Declaration of Trust of the Company
dated March 14, 1997, as amended by Articles Supplementary
dated October 23, 1997 (incorporated by reference to Exhibit
3.1 to the Company's Current Report on Form 10-K for the year
ended December 31, 1997 (Commission File No. 1-13080))
Exhibit 4(b) Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Current Report on
Form 8-K dated March 14, 1997 and filed March 31, 1997
(Commission File No. 1-13080))
Exhibit 5 Opinion of Piper & Marbury, L.L.P.
Exhibit 23(a) Consent of Ernst & Young LLP
Exhibit 23(b) Consent of Piper & Marbury, L.L.P. (included in Exhibit 5)
Exhibit 24 Power of Attorney
Exhibit 99 1996 Share Incentive Plan of Grove Real Estate Asset Trust,
Grove Operating, L.P. and Property Partnerships (incorporated
by reference to Exhibit 10.10 to the Company's Current Report
on Form 8-K dated March 14, 1997 (Commission File No. 1-13080))
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET WASHINGTON
NEW YORK
BALTIMORE, MARYLAND 21201-3018 PHILADELPHIA
EASTON
410-539-2530
FAX: 410-539-0489
May 27, 1998
Grove Property Trust
598 Asylum Avenue
Hartford, Connecticut 06105
Ladies and Gentlemen:
We have acted as special Maryland counsel in connection with the
registration statement on Form S-8 (the "Registration Statement") being filed on
May 27, 1998 by Grove Property Trust, a Maryland real estate investment trust
(the "Trust") (formerly Grove Real Estate Trust), relating to the registration
of 900,000 of its common shares of beneficial interest, $.01 par value, of the
Trust (the "Trust Shares"), pursuant to the 1996 Share Incentive Plan of Grove
Real Estate Asset Trust (the "Plan").
In our capacity as special Maryland counsel, we have reviewed the
following:
(a) The Declaration of Trust of the Trust, as amended to date (the
"Declaration of Trust");
(b) A copy of the By-laws of the Trust as in effect on the date hereof
(the "Trust By-laws");
(c) The Registration Statement;
(d) The Plan;
(e) A specimen certificate evidencing the Trust Shares;
(f) A good standing certificate for the Trust, dated May 27, 1998 issued
by the Maryland State Department of Assessments and Taxation (the
"Department");
<PAGE>
Grove Property Trust PIPER & MARBURY
May 27, 1998 LLP
Page 2
(g) An Officer's Certificate of the Trust dated as of the date hereof as
to certain factual matters (the "Trust Officers' Certificate");
(h) Such other documents as we have considered necessary to the rendering
of the opinions expressed below.
In such examination, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any of the aforesaid documents, the authenticity
of all documents submitted to us as originals, the conformity with originals of
all documents submitted to us as copies and all public records received are
accurate and complete. As to any facts material to this opinion which we did not
independently establish or verify, we have relied solely upon the Trust
Officer's Certificate and have not independently verified the matters stated
therein. We further assume that prior to the issuance of any Trust Shares there
will exist, under the Declaration of Trust, as the case may be, the requisite
number of authorized but unissued Trust Shares, as the case may be.
Based upon the foregoing, we are of the opinion that
(i) The Trust has been duly formed and is validly existing in
good standing as a real estate investment trust under the laws of the State of
Maryland.
(ii) The Plan has been duly authorized by the Board of Directors;
the Trust Shares issued or to be issued thereunder have been duly authorized and
reserved for issuance; and assuming all options outstanding or hereafter granted
were or will be granted in accordance with the terms of the Plan, the Trust
Shares when issued, delivered and paid for in accordance with the Plan, will be
duly issued, fully-paid and non-assessable.
The opinions expressed above are limited to the law of Maryland,
exclusive of the securities or "blue sky" laws of the State of Maryland. We
hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the reference to our firm in the Registration Statement.
Very truly yours,
/s/ PIPER & MARBURY L.L.P.
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Grove Property Trust (the "COMPANY") and
in the Prospectus constituting part of this Registration Statement of our
reports dated February 27, 1998, January 8, 1998, January 14, 1998 and January
13, 1998, with respect to the (i) consolidated financial statements and
financial statement schedule of Grove Property Trust included in its Form 10-K
for the year ended December 31, 1997, (ii) combined statement of revenues and
certain expenses of Ribbon Mill, Hilltop and Briar Knoll for the year ended
December 31, 1996, included in Grove Property Trust's Current Report on Form
8-K, as amended, dated December 31, 1997, (iii) statement of revenues and
certain expenses of Village Arms for the period from April 22, 1997 to December
31, 1997, included in Grove Property Trust's Current Report on Form 8-K, as
amended, dated December 31, 1997 and (iv) statement of revenues and certain
expenses of Tanglewood Village Apartments for the year ended December 31, 1996,
included in Grove Property Trust's Current Report on Form 8-K, as amended, dated
January 23, 1998, respectively, all as filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
New York, New York
May 22, 1998
Exhibit 24
POWER OF ATTORNEY
We, the undersigned officers and trust managers of Grove Property
Trust (the "COMPANY"), hereby severally constitute Damon D. Navarro, Joseph R.
LaBrosse and Edmund F. Navarro, and each of them singly, as our
attorneys-in-fact with full power to them, and each of them singly, to sign for
us and in our names and in our capacities as trust managers and/or officers of
the Company, the Registration Statement on Form S-8 relating to the offer and
sale of shares of the Company's Common Shares of Beneficial Interest, $0.01 par
value, pursuant to the 1996 Share Incentive Plan of Grove Real Estate Asset
Trust, Grove Operating, L.P. and Property Partnerships, and any and all
amendments thereto, which Registration Statement is being filed pursuant to the
Securities Act of 1933, as amended, and, in general, to do all such things in
our names and behalf and in our capacities as officers and trust managers to
enable the Company to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission,
including the filing of such amendments, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, and all that our said attorneys may do or cause to be done by virtue
hereof.
In witness whereof, each of the undersigned has hereunto set his
hand and seal this 27th day of May, 1998.
/s/ Damon D. Navarro /s/ Joseph R. Labrosse
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Damon D. Navarro Joseph R. LaBrosse
/s/ Theodore R. Bigman /s/ J. Joseph Garrahy
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Theodore R. Bigman J. Joseph Garrahy
/s/ Harold V. Gorman /s/ Edmund F. Navarro
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Harold V. Gorman Edmund F. Navarro
/s/ James F. Twaddell
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James F. Twaddell
