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): July 18, 2000
GROVE PROPERTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-13080 06-1391084
(State or other (Commission File (IRS Employer
jurisdiction of incorporation) Number) 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
Grove Property Trust, a Maryland real estate investment trust (the
"Company"), and each of its trust managers (the "Individual Defendants") were
named as defendants in an action commenced on July 18, 2000 by the filing of a
Class Action Complaint by The Taylor Family Trust (the "Plaintiff"). The suit,
which was filed in the Circuit Court of Maryland for Baltimore City, purports to
be a class action on behalf of the Plaintiff and the public shareholders of the
Company (other than the defendants and any person, firm, trust corporation or
other entity related to or affiliated with any of the defendants).
In the complaint, the Plaintiff refers to the proposed mergers which would
be entered into by the Company and Grove Operating, L.P. pursuant to which the
Company and Grove Operating, L. P. would be acquired by ERP Operating Limited
Partnership. The Plaintiff also refers to the proposed transfer of the retail
properties owned by the Company to a limited liability company owned by four of
the executive officers of the Company. These proposed transactions were
described in a joint press release issued by the Company and ERP Operating
Limited Partnership on July 17, 2000. The Plaintiff alleges that each of the
Individual Defendants breached his fiduciary duty to the holders of the
Company's Common Shares of Beneficial Interest by, among other things, approving
and entering into the agreement pursuant to which the retail properties are
proposed to be transferred.
The remedies sought by the Plaintiff include a preliminary and permanent
injunction enjoining the defendants and all persons acting in concert with them,
from proceeding with, consummating or closing the proposed transaction, the
rescission of the merger if it is consummated and the award of rescissory
damages, an accounting by the defendants for damages alleged to have sustained
by the members of the class as a result of the wrongs alleged by the Plaintiff
and the award of Plaintiff's costs, including reasonable attorneys' fees and
expenses.
The Company believes that the suit is without merit and intends to defend
against the claims vigorously.
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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
By: /S/ JOSEPH R. LABROSSE
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Joseph R. LaBrosse
Chief Financial Officer
Date: July 27, 2000
