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): January 15, 1999
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"), an affiliate of
Grove Property Trust (the "Company") acquired Highland Glen Apartments (the
"Highland Apartments") on January 14, 1999. While the closing of the acquisition
occurred on January 14, 1999, it was effective for financial purposes as of
December 31, 1998. The acquisition of the Highland Apartments was effected
through Grove Operating, L.P. (the "Operating Partnership"). The Highland
Apartments were purchased from Highland Glen Associates, the limited partnership
which owned the Highland Apartments. The purchase price for the Highland
Apartments was $6.7 million and the purchase price for certain related non-real
estate assets was approximately $700,000. The purchase price for the assets
acquired was determined by arms' length negotiation between the Company and
Alexander H. McNeil in his capacity as an executive officer of McNeil
Affiliates, Inc., the managing member of McNeil Affiliated Limited Liability
Company, the general partner of Highland Glen Associates.
The purchase price for the Highland Apartments and related non-real estate
assets was paid through the payment of approximately $600,000 in cash, the
issuance of approximately 25,000 Common Units of the Operating Partnership
having a value as of the date of issuance of approximately $300,000 and the
assumption of mortgage indebtedness in the approximate principal amount of $6.5
million. The cash portion of the purchase price was paid from amounts available
under the Company's revolving credit facility. The amount of cash paid and the
number of Common Units issued is subject to adjustment based on the financial
statements of Highland Apartments as of December 31, 1998.
The Highland Apartments is a 180-unit apartment complex located in
Westwood, Massachusetts which was originally constructed in 1979. Highland
Apartments are operated as affordable housing for the elderly. The Company
intends to continue to operate the complex as rental apartments. Title to the
property is held by GR-Highland Glen Limited Partnership, a Delaware limited
partnership in which the Operating Partnership is the sole general partner.
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 and pursuant to the
terms of 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.
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Item 7. Financial Statements and Exhibits.
(a) A Statement of Revenues and Certain Expenses of Highland Apartments 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 as soon as
practicable, but not later than March 30, 1999.
(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 March 30, 1999.
(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: January 28, 1999 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))
