SUPPLEMENT
to
June 6, 2000
Offer to Exchange
All Outstanding Partnership Interests
in
STURBRIDGE HERITAGE ASSOCIATES LIMITED PARTNERSHIP
for
Limited Partnership Interests in
GROVE OPERATING, L.P.
THIS MODIFIED OFFER TO EXCHANGE WILL EXPIRE AT 5:00 P.M.,
EASTERN STANDARD TIME, ON FRIDAY, SEPTMBER 29, 2000, UNLESS
EXTENDED.
This document supplements the Offer to Exchange, dated June 6, 2000
(the "Original Solicitation"), by Grove Operating, L.P. to the owners of
partnership interests in Sturbridge Heritage Associates Limited Partnership (the
"Sturbridge Partnership"). Capitalized terms used but not defined in this
Supplement shall have the meaning set forth in the Original Solicitation. A copy
of the Original Solicitation will be provided upon request.
A material development has occurred since the mailing of the Original
Solicitation that may affect your decision to approve the transactions
contemplated in the Exchange Agreement between the Sturbridge Partnership and
Grove Corporation, dated as of February 18, 2000, including your decision to
accept limited partnership interests in Grove Operating, L.P. rather than cash
in connection with such exchange transactions. The purpose of this Supplement is
to advise you of such development and to explain the process by which each
partner of the Sturbridge Partnership is being asked to vote on the modified
terms of the Exchange Offer.
NO OFFER OF PARTNERSHIP INTERESTS IN GROVE OPERATING, L.P. IS BEING
MADE, THROUGH EITHER THE ORIGINAL SOLICITATION OR THIS SUPPLEMENT, TO ANY PERSON
WHO IS NOT AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 OF REGULATION
D, PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
The date of this Supplement is August 11, 2000
<PAGE>
NEITHER THE ORIGINAL SOLICITATION NOR THIS SUPPLEMENT CONSTITUTES AN
OFFER OF ANY SECURITIES OF ERP OPERATING LIMITED PARTNERSHIP ("ERP"), WHICH
OFFER WILL BE MADE ONLY BY MEANS OF A PROSPECTUS OF ERP. INVESTORS IN GROVE
OPERATING, L.P. ARE URGED TO READ THE PROSPECTUS TO BE FILED BY ERP WITH THE
SECURITIES AND EXCHANGE COMMISSION WHEN IT BECOMES AVAILABLE. SUCH PROSPECTUS
WILL BE AVAILABLE FOR FREE AT THE COMMISSION'S WEB SITE: http//www.sec.gov.
FILED BY GROVE PROPERTY TRUST
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: GROVE PROPERTY TRUST
(COMMISSION FILE NO. 1-13080)
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<PAGE>
I. INTRODUCTION
---------------
Grove Corporation and the Sturbridge Partnership entered into an Exchange
Agreement, dated as of February 18, 2000. Under the terms of the Exchange
Agreement, and subject to the satisfaction of various conditions precedent, each
general and limited partner of the Sturbridge Partnership was given the
opportunity to exchange their respective partnership interests in the Sturbridge
Partnership for cash or, if they qualify as accredited investors under
applicable securities law, 7.00% Series A Preferred Units of limited partnership
interests in Grove Operating, L.P., a Delaware limited partnership affiliated
with Grove Corporation (the "Preferred OP Units"). On July 17, 2000, Grove
Operating, L.P. and Grove Property Trust ("Grove Property") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with ERP Operating Limited
Partnership. If the transactions contemplated in the Merger Agreement are
approved by the requisite number of shareholders of Grove Property and the
requisite holders of partnership interests of Grove Operating, L.P., all holders
of partnership interests in Grove Operating, L.P. would be entitled to receive
cash or have their interests in Grove Operating, L.P. converted into limited
partnership interests in ERP Operating Limited Partnership. It is anticipated
that the transactions contemplated in the Merger Agreement (the "Merger
Transactions") would be completed during the fourth quarter of 2000, following
the closing of the transactions contemplated in the Exchange Agreement.
Grove Corporation and the Sturbridge Partnership have agreed to amend the
provisions of the Exchange Agreement in order to take into account the
transactions contemplated by the Merger Agreement. The purpose of this
Supplement is to advise you of such pending Merger Transactions, and to modify
the Offer to Exchange contained in the Original Solicitation in light of such
development. Limited Partners in the Sturbridge Partnership are being asked to
vote on the modified terms of the Exchange Agreement, as more particularly
described below in this Supplement.
II. PENDING MERGER TRANSACTIONS.
--------------------------------
On July 17, 2000, Grove Operating, L.P. and Grove Property Trust entered
into an Agreement and Plan of Merger with ERP Operating Limited Partnership, an
Illinois limited partnership ("ERP"). Equity Residential Properties Trust, a
Maryland real estate investment trust ("EQR"), is the general partner of ERP.
EQR is the largest publicly traded owner and operator of multi-family properties
in the United States. Shares of EQR are traded on the New York Stock Exchange
under the symbol "EQR".
Under the terms of the Merger Agreement, holders of Grove Property common
shares will receive $17.00 cash per share upon the closing of the merger, less
an amount (not to exceed $3.5 million or approximately $0.29 per share) that may
be expended by Grove to resolve certain potential liabilities. Holders of
partnership units in Grove Operating, L.P. will have the option of receiving
cash in the same amount as received by Grove Property shareholders or 0.3696
units (as similarly adjusted, if necessary) in ERP Operating Limited Partnership
for each limited partnership unit in Grove Operating, L.P. ERP would issue
approximately 1,113,755 partnership units if all Grove Operating, L.P. limited
partnership units were exchanged for ERP units. In the event that the potential
3
<PAGE>
liabilities referred to above cannot be resolved for less than $3.5 million, ERP
has the option of not proceeding with the Merger Transactions. In such event,
ERP would be entitled to reimbursement of certain expenses specified in the
Merger Agreement.
The merger, which has been approved by EQR's Board of Trustees and Grove
Property's Board of Trust Managers, requires the approval of shareholders owning
at least 66-2/3% of Grove Property shares and unit holders owning at least
66-2/3% of Grove Operating, L.P. partnership units. The merger does not require
EQR shareholder approval or ERP limited partner approval, and is subject to
customary closing conditions. Although there can be no assurance that the
requisite number of shareholders of Grove Property will approve the transactions
contemplated in the Merger Agreement, a number of existing shareholders of Grove
Property, as well as the holders of the requisite number of partnership
interests of Grove Operating, L.P. required to approve such transactions, have
agreed to vote their interests in favor of the Merger Transactions, and the
transactions are expected to close during the fourth quarter of 2000.
Certain parties, including Grove Property's Executive Officers, have
entered into agreements providing that they will vote all of their shares of
Grove Property and partnership units in Grove Operating, L.P. in favor of the
Merger Agreement and the transactions contemplated in it. The parties to these
agreements own an aggregate of approximately 31.6% of the outstanding shares of
Grove Property, and approximately 8.6% of the outstanding partnership units of
Grove Operating, L.P. In addition, under the terms of the Merger Agreement,
Grove Property has agreed to vote the 68.1% of partnership units that it owns in
Grove Operating, L.P. in favor of the Merger Agreement and the transactions
contemplated under it.
Grove currently pays a dividend of $0.18 per quarter on its common shares,
and Grove Operating, L.P. makes an equivalent quarterly distribution per
partnership unit. Under the Merger Agreement, Grove Property and Grove
Operating, L.P. would be permitted to continue to pay such dividends and
distributions in this amount up to the date of consummation of the mergers
contemplated under the Merger Agreement, subject to reduction based upon the
transaction costs incurred by Grove in connection with the Merger Transactions.
Pursuant to an agreement (the "Redemption and Distribution Agreement")
among Grove Property, Grove Operating, L.P., Damon D. Navarro, Joseph R.
LaBrosse, Edmond F. Navarro and Brian A. Navarro and a limited liability company
owned by them, the four retail properties currently owned by Grove Operating,
L.P. would be acquired by this limited liability company for an aggregate price
of approximately $21.65 million (including the assumption of mortgage debt of
approximately $7.5 million) and the transfer by Grove Operating, L.P. to the
limited liability company of approximately $2.8 million in cash, subject to
adjustments provided under such agreement. The consideration for the acquisition
of these properties and cash would be the surrender of an aggregate of 998,227
partnership units of Grove Operating, L. P. currently owned by these
individuals, each valued at $17 (subject to the adjustment described above), the
amount of cash into which Grove Operating, L.P. partnership units could be
converted
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<PAGE>
pursuant to the Merger Agreement and the assumption of approximately $7.5
million of mortgage debt.
Copies of the Merger Agreement and Redemption and Distribution Agreement,
absent certain Exhibits and Schedules contemplated in such agreements, are
attached as Exhibits 2 and 10, respectively, to the Grove Property Trust Current
Report on Form 8-K, dated July 17, 2000, filed with the Securities and Exchange
Commission ("SEC") on July 20, 2000. Grove Property Trust, EQR and ERP are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and additional information concerning such companies, as well
as copies of the Form 8-K referenced above can be obtained at the sources
specified in the section of the Original Solicitation captioned "Additional
Information". In addition to the SEC website referenced in such materials, each
of Grove Property and EQR maintain their own websites that contain additional
information regarding each company. Grove Property Trust's website address is
http://www.groveproperty.com. EQR's website address is http://www.eqr.com.
Grove Property Trust 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 Grove Property Trust (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
Merger Transactions, as well as the proposed transfer of the retail properties
owned by Grove Property Trust to a limited liability company owned by four of
the executive officers of the Company. The Plaintiff alleges that each of the
Individual Defendants breached his fiduciary duty to the holders of Grove
Property Trust's Common Shares by, among other things, approving and entering
into the Redemption and Distribution Agreement.
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.
Grove Property Trust believes that the suit is without merit and
intends to defend against the claims vigorously.
In connection with soliciting the requisite consent of Grove Property
Trust's shareholders and Grove Operating, L.P.'s unit holders to the Merger
Transactions, it is anticipated that one or more proxy statements and a
registration statement (collectively, the "Proxy Material") will be prepared and
circulated to such persons. Although Grove Operating, L.P. presently anticipates
that such Proxy Material will be available for mailing in mid to late September
2000, some or all of such materials will be submitted to
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<PAGE>
the SEC prior to circulation, as required by applicable law, and it is
impossible to state with any certainty when such materials will be available to
all unit holders of Grove Operating, L.P. In the event that the transactions
contemplated under the Exchange Agreement, as modified by the First Amendment to
the Exchange Agreement described below, occur prior to the date when the Proxy
Material is available for distribution, copies of the Proxy Material will be
sent to each Exchanging Partner who elects to receive Common Units of Grove
Operating, L.P. If the Proxy Material is available prior to the consummation of
the transactions contemplated under such Amended Exchange Agreement, copies of
such Proxy Material will be sent to all partners of the Sturbridge Partnership.
III. TERMS OF FIRST AMENDMENT TO EXCHANGE AGREEMENT.
----------------------------------------------------
A copy of the First Amendment to Exchange Agreement, dated as of August 11,
2000, is appended to this Supplement as Exhibit A. The principal change to the
February 18, 2000 Exchange Agreement relates to the Preferred OP Units that
Exchanging Partners were entitled to receive under certain circumstances. Rather
than being eligible to elect to receive Preferred OP Units with the priorities
and preferences described in the Original Solicitation, Exchanging Partners who
qualify as accredited investors will instead be eligible to elect to receive the
same number of Partnership Units in Grove Operating, L.P. (as defined in the
Partnership Agreement of Grove Operating, L.P.), with no preferences or
priorities ("Common Units"). Although such Common Units do not have the ten year
quarterly cash distribution or liquidation preferences and priorities to which
the Preferred OP Units would have been entitled, each such Common Unit may be
surrendered at the consummation of the Merger Transactions for an amount of cash
equal to $17.00 per Common Unit (subject to the maximum $0.29 adjustment
described above), or converted into ERP partnership units as described above,
representing an approximate $1.71 to $2.00 increase over the $15.00 value for
each Grove Operating, L.P. unit in the event the Merger Transactions are
consummated.
IV. MODIFICATION OF EXCHANGE OFFER.
-----------------------------------
The modified Exchange Offer contemplates that Exchanging Partners in the
Sturbridge Partnership who elect to exchange their respective partnership
interests for partnership interests in Grove Operating, L.P. will receive Common
Units, without any preferences or priorities, rather than the Preferred OP Units
described in the Original Solicitation. In the event that the Merger Agreement
is terminated for any reason, Grove Property Trust will notify all holders of
Common Units of such termination, and each Exchanging Partner in the Sturbridge
Partnership will be entitled, within twelve (12) months of such notice, to give
Grove Property Trust notice that such Exchanging Partner desires to convert his
or her Common Units into Preferred OP Units, with the preferences and rights
specified in Section 2(f) of the February 18, 2000 Exchange Agreement.
An Exchanging Partner who elects to exchange his or her partnership
interests in the Sturbridge Partnership for Common Units will ultimately be
receiving either cash or an investment in ERP in the event the Merger
Transactions are consummated. ERP's business differs in several material
respects from the business currently conducted by
6
<PAGE>
Grove Operating, L.P., and it is not anticipated that any of Grove Operating's
Executive Officers or many of its Senior Management personnel, if any, will be
employed by ERP. Certain of these differences, as well as a comparison of
certain rights of unit holders under the respective Partnership Agreements of
ERP and Grove Operating, L.P., may be described in the Proxy Material
contemplated above. Although each holder of Common Units in Grove Operating,
L.P. will have the right to vote such Common Units either in favor of or against
the transactions contemplated in the Merger Agreement, as described above, Grove
Property Trust and certain other shareholders of Grove Property Trust have
agreed to vote the Common Units they own, which represent 76.7% of the total
number of issued and outstanding Common Units, in favor of the Merger Agreement
and the transactions contemplated under it. Under the terms of Grove Operating's
Partnership Agreement, the vote of 66-2/3% of the holders of Grove Operating
Common Units is required in order to approve the Merger Transactions.
Accordingly, Exchanging Partners who acquire Common Units in connection with the
transactions contemplated under the Exchange Agreement should assume that the
condition precedent in the Merger Agreement involving the approval of Grove
Operating's unit holders will be satisfied, regardless of the way that the
Exchanging Partners vote. In the event that an Exchanging Partner is not
satisfied with any business or investment aspect of the partnership units in ERP
after reviewing the Proxy Material and other available information, such
holder's only alternative may be to accept the cash conversion price for their
Common Units, which will trigger adverse tax consequences that may vary based
upon the individual Exchanging Partner's basis in his or her Sturbridge
Partnership units and such holder's personal situation. Each Exchanging Partner
is urged to consult with his or her own tax advisor with respect to the federal,
state, local and foreign tax consequences to it of the pending Merger
Transactions and this modified Exchange Offer.
In light of the pending Merger Transactions and the First Amendment to the
Exchange Agreement, Grove Operating, L.P. has extended the time period during
which the Exchange Offer is open from June 30, 2000 to September 29, 2000.
V. PROCEDURES FOR VOTING AND RETURNING
--------------------------------------
EXECUTION DOCUMENTS.
--------------------
In light of the Amendment to the Exchange Agreement, it is necessary for
each partner of the Sturbridge Partnership to complete a new set of execution
documents that reflect such Amendment. Enclosed with this Supplement is a set of
revised execution documents (the "Revised Execution Documents"). All partners of
the Sturbridge Partnership are required to complete the Revised Execution
Documents and return them to Grove Operating, L.P. in the enclosed,
self-addressed envelope, no later than September 29, 2000. The Revised Execution
Documents contain general and specific instructions, which should be carefully
reviewed and followed by each Partner. All prior Execution Documents signed by
you and returned to either Grove Operating, L.P. or to the Sturbridge
Partnership in connection with the Exchange Agreement transactions will be
voided and have no legal effect.
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<PAGE>
VI. QUESTIONS CONCERNING THE MODIFIED EXCHANGE OFFER
----------------------------------------------------
For additional information or copies of the Original Solicitation, this
Supplement, the Revised Execution Documents or any other matters relating to
this Exchange, please contact Damon Navarro, Grove Operating, L.P., 598 Asylum
Avenue, Hartford, CT, 06105 at (877) 547-1118. For assistance in completing any
of the Revised Execution Documents, please contact Sheila Daley or Michele Hull
at (877) 547-1118.
As indicated in the Original Solicitation section captioned "Forward
Looking Statements", certain matters discussed in this Supplement and the
Original Solicitation may constitute forward-looking statements within the
meaning of federal securities laws. The accuracy of such statements is subject
to a number of risks, uncertainties and assumptions that may cause actual
results to differ materially from those projected, including, but not limited to
the effect of general economic conditions, as well as the ability of Grove
Operating, L.P. and Grove Property Trust to consummate the transactions
contemplated in the Merger Agreement described above. These and other factors
that could cause or contribute to actual results differing materially from such
forward-looking statements are discussed in the Original Solicitation, the
Supplement and Grove Property Trust Securities and Exchange Commission filings.
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<PAGE>
EXHIBIT A
FIRST AMENDMENT
TO
EXCHANGE AGREEMENT
9
<PAGE>
FIRST AMENDMENT TO EXCHANGE AGREEMENT
-------------------------------------
This First Amendment to Exchange Agreement ("First Amendment") is made as
of August 11, 2000, by and among Sturbridge Heritage Associates Limited
Partnership, a Massachusetts limited partnership (the "Sturbridge Partnership"),
with an office at c/o Advanced Properties, Inc. ("API"), One Bridge Street,
Suite 300, Newton, Massachusetts 02458, Grove Corporation, a Delaware
corporation affiliated with Grove Operating, L.P., a Delaware limited
partnership (hereinafter referred to as the "Operating Partnership"), each
having an office at 598 Asylum Avenue, Hartford, Connecticut 06105, and those
partners of the Sturbridge Partnership, who join in the execution of the
Exchange Agreement, as modified by this First Amendment, by executing a
counterpart signature page in the form appended to this First Amendment.
W I T N E S S E T H
-------------------
WHEREAS, the parties hereto entered into that certain Exchange Agreement,
dated as of February 18, 2000 (the "Exchange Agreement"), involving the
acquisition of certain general and limited partnership interests in the
Sturbridge Partnership in exchange for cash or Preferred OP Units; and
WHEREAS, Grove Property Trust and the Operating Partnership have entered
into that certain Agreement and Plan of Merger (the "Merger Agreement"), dated
as of July 17, 2000, with ERP Operating Limited Partnership, an Illinois limited
partnership ("ERP"); and
WHEREAS, pursuant to such Merger Agreement, the holders of common units of
the Operating Partnership would, at the election of the holder thereof, be
converted either into cash in the amount of $17.00 or 0.3696 of a unit of ERP
per common unit of the Operating Partnership (subject, under certain
circumstances, to a reduction not to exceed approximately $0.29 per common unit,
based on amounts expended by Grove Operating, L.P. to resolve certain potential
liabilities); and
WHEREAS, the parties desire to amend the provisions of the Exchange
Agreement in order to take into account the transactions contemplated under the
Merger Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by all of the parties,
the parties hereto agree as follows:
1. PREFERRED LIMITED PARTNERSHIP UNITS; PREFERRED OP UNITS. All references
in the Exchange Agreement to "preferred limited partnership units" are hereby
deleted, and the phrase "Partnership Units in Grove Operating, L.P. (as defined
in the partnership agreement of the Operating Partnership), with no preferences
or priorities (hereinafter, "Common Units")" is substituted in lieu thereof. All
references to either "Preferred OP Units" or "Preferred Units" in the Exchange
Agreement are hereby deleted, and the phrase "Common Units" is substituted in
lieu thereof. All references to "Preferred OP Unit" in the Exchange Agreement
are hereby deleted, and the phrase "Common Unit" is substituted in lieu thereof.
Section 2(f) of the Exchange Agreement is deleted in its entirety. All
references in the Exchange Agreement to
<PAGE>
either an amendment to the Operating Partnership's Agreement of Limited
Partnership or to the "Operating Partnership Amendment," including, without
limitation, the form of the so-called Fourth Amendment to Partnership Agreement
appended as Exhibit L to the Exchange Agreement, are hereby deleted. Each of the
Exchanging Partners shall be entitled to receive a number of Common Units equal
to the same number of Preferred OP Units that such Exchanging Partner was
entitled to receive under the Exchange Agreement prior to the date of this First
Amendment.
2. CLOSING DATE. Section 5 of the Exchange Agreement is hereby modified to
change the Closing Date to the later to occur of (i) September 29, 2000, or (ii)
the third business day after the satisfaction of all conditions precedent set
forth in the Exchange Agreement, as amended hereby. The parties acknowledge that
the Closing will probably occur prior to the consummation of the transactions
contemplated under the Merger Agreement, and that Exchanging Partners who elect
to receive Common Units pursuant to the Exchange Agreement shall be entitled to
receive either cash or convert their Common Units into limited partnership units
in ERP on the same terms and basis as other holders of Common Units under the
Merger Agreement.
3. TERMINATION OF MERGER AGREEMENT. In the event the Merger Agreement is
terminated for any reason, each Exchanging Partner shall be entitled to convert
their Common Units into Preferred OP Units, with the preferences and rights
specified in former Section 2(f) of the Exchange Agreement, as if the Exchange
Agreement had not been amended by this First Amendment, provided that notice of
such election by an Exchanging Partner is given to and received by the Operating
Partnership within twelve months following the giving of written notice by the
Operating Partnership of the termination of such Merger Agreement to the
Exchanging Partners, time being of the essence. Prior to the expiration of such
twelve month period, the Operating Partnership shall not issue any Partnership
Units in Grove Operating, L.P. with preferences or priorities senior to, or
which would be senior to, the Preferred Units if issued. The provisions of this
paragraph 3 shall survive the closing under the Exchange Agreement.
4. CAPITALIZED TERMS. Any capitalized terms used but not defined in this
First Amendment shall have the meanings ascribed to them in the Exchange
Agreement.
5. RATIFICATION. Except as set forth above, the Exchange Agreement, as
modified by this First Amendment, shall remain in full force and effect.
IN WITNESS WHEREOF, each of the Sturbridge Partnership, Exchanging Partners
and Grove Corporation have hereunto set their hands and seals as of the day and
year first above written.
Signed, Sealed, and Delivered in the Presence of:
GROVE CORPORATION
-----------------------------------
By:
----------------------------------- -----------------------------------
Its
2
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---------------------------------- STURBRIDGE HERITAGE ASSOCIATES
LIMITED PARTNERSHIP
---------------------------------- By: Advanced Properties, Inc.
Its General Partner
By:
-----------------------------------
Its:
Title:
3
<PAGE>
COUNTERPART SIGNATURE PAGE FOR LIMITED PARTNERS
The undersigned, by executing this Counterpart Signature Page and
delivering it to Grove Corporation, hereby joins in the execution and delivery
of that certain Exchange Agreement, dated as of February 18, 2000, as amended by
that certain First Amendment to Exchange Agreement, dated as of August 11, 2000,
by and between Sturbridge Heritage Associates Limited Partnership and Grove
Corporation (as amended, the "Exchange Agreement"), as an Exchanging Partner in
Sturbridge Heritage Associates Limited Partnership. Capitalized terms used but
not defined on this Counterpart Signature Page shall have the meanings given to
such words in the Exchange Agreement.
The undersigned represents and warrants that he, she or it owns the
number of Units of limited partnership in Sturbridge Heritage Associates Limited
Partnership specified below. The undersigned, by signing below, hereby ratifies,
adopts and confirms all of the representations, warranties and covenants made in
the Exchange Agreement by an Exchanging Partner, and agrees to be bound by all
of the terms and conditions of such Exchange Agreement to the extent applicable
to such Exchanging Partner, with the same full force and effect as if the
undersigned had been an original party to such Exchange Agreement. The
undersigned acknowledges, represents and warrants, to and for the benefit of the
other parties to the Exchange Agreement, including without limitation, such
other persons who execute and deliver a similar Counterpart Signature Page to
the Exchange Agreement for purposes of joining in the execution of the Exchange
Agreement as an Exchanging Partner, that the undersigned has been provided with
a copy of the Exchange Agreement, has carefully reviewed the same, and has had
ample opportunity to review and discuss the contents thereof, including this
Counterpart Signature Page, with the undersigned's legal counsel and accountant
and to have all of the undersigned's questions relating to the transactions
contemplated by the Exchange Agreement answered to the undersigned's complete
satisfaction, and joins in the execution and delivery of this Counterpart
Signature Page of his or her own free will, without coercion or compulsion of
any kind or nature. The undersigned represents and warrants that the
representations and warranties of the undersigned in such Exchange Agreement are
complete and accurate and may be relied upon by the other parties to such
Exchange Agreement, and the undersigned agrees that he, she or it will notify
Grove Corporation immediately if there is any change with respect to any of the
representations and warranties of the undersigned in such Exchange Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Counterpart
Signature Page as of August 11, 2000, with respect to all units of limited
partnership interest in Sturbridge Heritage Associates Limited Partnership owned
by the undersigned.
INDIVIDUALS
-----------------------------------
Signature
-----------------------------------
Print Name
4
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-----------------------------------
Additional Partner Signature
(if applicable)
-----------------------------------
Print Name of Additional Partner
-----------------------------------
-----------------------------------
-----------------------------------
Address of Partner
ENTITIES
-----------------------------------
Print Name of Entity
By:
--------------------------------
Authorized Signature
-----------------------------------
Print Name and Title
-----------------------------------
\
-----------------------------------
-----------------------------------
Address of Partner
NUMBER OF UNITS/PERCENTAGE INTEREST OWNED:
------------
5
