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): May 31, 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 2. Acquisition or Disposition of Assets
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On May 31, 2000, Grove Property Trust, a Maryland real estate
investment trust (the "Company"), acquired three apartment communities
containing an aggregate of 912 units of subsidized housing and the related
management rights. The apartment communities are located in Amherst, Milford and
Fall River, Massachusetts.
The aggregate purchase price for the three apartment communities and
the related management rights was approximately $33.5 million, including cash
paid of $12.0 million and mortgage debt assumed of $21.5 million. The cash
portion of the purchase price was funded with the Company's revolving credit
facility and cash on hand. The assumed mortgage debt has a weighted average
fixed interest rate of 7.9% and a weighted average maturity of 20.8 years.
The entities from which these three properties were acquired are
affiliates of each other. However, none of them is an affiliate of the Company.
Each of these transactions is described in more detail below.
Rolling Green Apartments at Amherst
Rolling Green Apartments at Amherst ("Rolling Green - Amherst") is a
204-unit apartment complex located in Amherst, Massachusetts. The complex, which
includes 16 buildings and a pool, is located on approximately 24 acres. The
Company intends to continue to operate the complex as subsidized rental
apartments.
Rolling Green - Amherst was acquired pursuant to a Purchase and Sale
Agreement dated February 18, 2000 between Roberts-Amherst Associates Limited
Partnership and Grove Corporation, which was subsequently assigned to GPT-RG
Amherst, LLC, an entity wholly owned by Grove Operating, L.P. (the "Operating
Partnership"). The property was acquired by the Operating Partnership in
exchange for the payment of approximately $2.7 million in cash (including the
amount paid to acquire the related management rights) and the assumption of
mortgage indebtedness in the principal amount of approximately $4.3 million. The
purchase price for Rolling Green - Amherst was determined by arms' length
negotiations between the Company and Roberts-Amherst Associates Limited
Partnership.
Rolling Green Apartments at Fall River
Rolling Green Apartments at Fall River ("Rolling Green - Fall River")
is a 404-unit apartment complex located in Fall River, Massachusetts. The
complex, which includes 26 buildings, an office and a pool, is located on
approximately 28 acres. The Company intends to continue to operate the complex
as subsidized rental apartments.
Rolling Green - Fall River was acquired pursuant to a Purchase and Sale
Agreement dated February 18, 2000 between Roberts-Fall River Associates Limited
Partnership and Grove Corporation, which was subsequently assigned to GPT-RG
Fall River, LLC, an entity wholly owned by the Operating Partnership. The
property was
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acquired by the Operating Partnership in exchange for the payment of
approximately $4.3 million in cash (including the amount paid to acquire the
related management rights) and the assumption of mortgage indebtedness in the
principal amount of approximately $8.7 million. The purchase price for Rolling
Green - Fall River was determined by arms' length negotiations between the
Company and Roberts-Fall River Associates Limited Partnership.
Rolling Green Apartments at Milford
Rolling Green Apartments at Milford ("Rolling Green - Milford") is a
304-unit apartment complex located in Milford, Massachusetts. The complex, which
includes 28 buildings, an office and a pool, is located on approximately 26
acres. The Company intends to continue to operate the complex as subsidized
rental apartments.
Rolling Green - Milford was acquired pursuant to a Purchase and Sale
Agreement dated February 18, 2000 between Roberts-Milford Associates Limited
Partnership and Grove Corporation, which was subsequently assigned to GPT-RG
Milford, LLC, an entity wholly owned by the Operating Partnership. The property
was acquired by the Operating Partnership in exchange for the payment of
approximately $5.0 million in cash (including the amount paid to acquire the
related management rights) and the assumption of mortgage indebtedness in the
principal amount of approximately $8.5 million. The purchase price for Rolling
Green - Fall River was determined by arms' length negotiations between the
Company and Roberts-Fall River Associates Limited Partnership.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of Rolling Green - Amherst, Rolling Green -
Fall River and Rolling Green - Milford for the periods specified in Regulation
S-X will be included in an amendment to this report as soon as practicable, but
not later than 60 days after the date on which this report is required to be
filed.
(b) Pro forma financial statements for the periods specified in
Regulation S-X will be included in an amendment to this report as soon as
practicable, but not later than 60 days after the date on which this report is
required to be filed.
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(c) Exhibits.
Exhibit No. Description
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2.1 Purchase and Sale Agreement dated February 18, 2000 between
Roberts-Amherst Associates Limited Partnership and Grove
Corporation
2.2 Purchase and Sale Agreement dated February 18, 2000 between
Roberts-Fall River Associates Limited Partnership and Grove
Corporation
2.3 Purchase and Sale Agreement dated February 18, 2000 between
Roberts-Milford Associates Limited Partnership and Grove
Corporation
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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: June 8, 2000
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Exhibit Index
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Exhibit No. Description
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2.1 Purchase and Sale Agreement dated February 18, 2000 between
Roberts-Amherst Associates Limited Partnership and Grove
Corporation
2.2 Purchase and Sale Agreement dated February 18, 2000 between
Roberts-Fall River Associates Limited Partnership and Grove
Corporation
2.3 Purchase and Sale Agreement dated February 18, 2000 between
Roberts-Milford Associates Limited Partnership and Grove
Corporation
