Filed by Grove Property Trust
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Company - Grove Property Trust
Grove Operating, L.P.
(Registration Statement No. 333-44576)
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED
BY GROVE PROPERTY TRUST ON OCTOBER 20, 2000
* * *
GROVE PROPERTY TRUST
PRESS RELEASE
Contact: Gerry McNamara
Company: Grove Property Trust
Phone: (860) 808-6125
Fax: (860) 527-0401
FOR IMMEDIATE RELEASE
OCTOBER 20, 2000
GROVE PROPERTY TRUST ANNOUNCES DIVIDEND
AND AGREEMENT WITH IRS
HARTFORD, CT - OCTOBER 20, 2000 - Grove Property Trust (AMEX: GVE) today
announced that its Board of Trust Managers declared a pro-rated quarterly
dividend of $0.06 per share, payable on November 15, 2000 to shareholders of
record as of October 31, 2000.
On July 17, 2000, Equity Residential Properties Trust (NYSE: EQR) announced
its intention to acquire Grove Property Trust (Grove). The merger, which has
been approved by Equity Residential's Board of Trustees and Grove's Board of
Trust Managers, requires the approval of holders of Grove common shares and
operating partnership units. Special meetings of the holders of Grove's common
shares and Grove's operating partnership units have been scheduled for October
31, 2000. The merger does not require approval by the shareholders of Equity
Residential and is subject to customary closing conditions. Assuming shareholder
and unitholder approval, the merger is expected to close on October 31, 2000.
Grove also announced that it has entered into an agreement with the
Internal Revenue Service, which resolves certain potential tax-related
liabilities. Grove secured the agreement, which was necessary for completion of
the merger, without incurring
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liabilities. Grove common shareholders will receive the full $17.00 per share
(cash) merger price without reduction and Grove unitholders will have the option
of receiving cash in the same amount as received by Grove shareholders or 0.3696
per unit in Equity Residential's operating partnership.
Certain matters discussed in this news release may constitute
forward-looking statements within the meaning of the federal securities laws.
Although Grove believes that the expectations reflected in such forward-looking
statements are based upon reasonable assumptions, it can give no assurance that
its expectations will be achieved. 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. These and other factors that could cause
or contribute to actual results differing materially from such forward-looking
statements are discussed in greater detail in Grove's filings with the
Securities and Exchange Commission (SEC).
In connection with the proposed transaction with Equity Residential, a
proxy statement and registration statement have been filed with the SEC. Grove
investors are encouraged to read these documents because they contain important
information about the proposed transaction. These documents are available for
free, both at the SEC's website, www.sec.gov, and from Grove's and Equity
Residential's investor relations departments.
Grove Property Trust is a self-administered and self-managed real estate
investment trust that owns and manages 58 apartment communities consisting of
7,075 units and approximately 129,900 square feet of specialty retail space in
New England. Grove is headquartered in Hartford, CT and has a regional
headquarters in Norwood, MA.
