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 17, 2000
GROVE PROPERTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-13080 06-1391084
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) 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
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On July 17, 2000, Grove Property Trust, a Maryland real estate
investment trust ("Grove"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with ERP Operating Limited Partnership, an Illinois limited
partnership ("ERP"), and Grove Operating, L.P., a Delaware limited partnership
("Grove OP"). Equity Residential Properties Trust, a Maryland real estate
investment trust ("EQR"), is the general partner of ERP.
Pursuant to the Merger Agreement, holders of Common Shares of
Beneficial Interest, $0.01 par value, of Grove would be converted into the right
to receive $17.00 in cash (subject, under certain circumstances, to a reduction
not to exceed approximately $0.29 per share, based on amounts expended by Grove
to resolve certain potential liabilities). Each common unit of Grove LP 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 unit of Grove OP (subject, in
each case, to a similar adjustment). If the liabilities cannot be resolved for
less than $3.5 million, ERP has the option of not proceeding with the
transaction. Consummation of the transactions contemplated by the Merger
Agreement is subject to the approval of the Merger Agreement and the
transactions contemplated thereby by the shareholders of Grove and the holders
of common units of Grove OP and to specified closing conditions. The transaction
is expected to close during the fourth quarter of 2000.
Certain parties, including Grove's executive officers, have entered
into agreements providing that they will vote all of their shares of Grove and
units of Grove OP in favor of the Merger Agreement and the transactions
contemplated thereby. The parties to these agreements own an aggregate of
approximately 31.6% of the outstanding shares of Grove and approximately 8.6% of
the outstanding units of Grove OP. In addition, pursuant to the Merger
Agreement, Grove has agreed to vote the 68.1% of the Grove OP units it owns in
favor of the Merger Agreement and the transactions contemplated thereby.
Grove currently pays a dividend of $0.18 per quarter on its common
shares, and Grove OP makes a quarterly distribution in an equal amount per
common unit. Under the Merger Agreement, Grove would be permitted to continue
dividends and distributions in this amount up to the date of consummation of the
mergers contemplated by the Merger Agreement, subject to reduction based on the
transaction costs incurred by Grove.
Pursuant to an agreement among Grove, Grove OP, Damon D. Navarro,
Joseph R. LaBrosse, Edmund F. Navarro and Brian A. Navarro and a limited
liability company owned by them, the four retail properties currently owned by
Grove would be acquired by this limited liability company for an aggregate price
of approximately $21.7 million (including the assumption of mortgage debt of
approximately $7.5 million) and the transfer to the limited liability company of
approximately $2.8 million in cash (subject to adjustment). The consideration
for the acquisition of these properties and the cash would be the surrender of
an aggregate of 998,227 units of Grove OP currently
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owned by these individuals valued at an amount equal to the cash into which
Grove OP units would be converted pursuant to the Merger Agreement and the
assumption of the approximately $7.5 million of mortgage debt.
Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit No. Description
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2 Agreement and Plan of Merger dated as of July 17, 2000 by
and among ERP Operating Limited Partnership, Grove Property
Trust and Grove Operating, L.P.
10 Redemption and Distribution Agreement dated as of July 17,
2000 by and among Damon D. Navarro, Brian A. Navarro, Edmund
F. Navarro, Joseph R. LaBrosse, Grove Realty, LLC and Grove
Operating, L.P.
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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
--------------------------------
Joseph R. LaBrosse
Chief Financial Officer
Date: July 20, 2000
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EXHIBIT INDEX
Exhibit No. Description
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2 Agreement and Plan of Merger dated as of July 17, 2000 by
and among ERP Operating Limited Partnership, Grove Property
Trust and Grove Operating, L.P.
10 Redemption and Distribution Agreement dated as of July 17,
2000 by and among Damon D. Navarro, Brian A. Navarro, Edmund
F. Navarro, Joseph R. LaBrosse, Grove Realty, LLC and Grove
Operating, L.P.
