425 1 a425.txt EQUITY RESIDENTIAL 425 Filed by Equity Residential Properties Trust Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company - Grove Property Trust (Commission File No. 1-13080) THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY EQUITY RESIDENTIAL PROPERTIES TRUST AND GROVE PROPERTY TRUST ON JULY 17, 2000. * * * CONTACTS: Cindy McHugh Gerry McNamara Equity Residential Grove Property Trust (312) 928-1905 (860) 808-6125 FOR IMMEDIATE RELEASE JULY 17, 2000 EQUITY RESIDENTIAL TO ACQUIRE GROVE PROPERTY TRUST ADDS 7,000 NEW ENGLAND UNITS TO PORTFOLIO CHICAGO, IL -- JULY 17, 2000 - Equity Residential Properties Trust (NYSE: EQR) and Grove Property Trust (AMEX: GVE) announced today that they have entered into a definitive agreement and plan of merger. Grove Property Trust (Grove), based in Hartford, Connecticut, is a fully integrated REIT that owns and manages apartments in the New England states. The company's portfolio of 60 properties, consisting of 7,296 units, is focused primarily in Boston, Massachusetts, Hartford, Connecticut and Providence, Rhode Island. The transaction values Grove at approximately $461 million, including approximately $251 million of debt, of which Equity Residential will assume approximately $244 million. As part of the merger agreement, certain Grove executives will purchase Grove's four existing retail shopping centers at the merger closing for approximately $21.7 million, subject to approximately $7.5 million of debt. Holders of Grove common shares will receive $17.00 (cash) per share upon closing 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 units in Grove's operating partnership will have the option of receiving cash in the same amount as received by Grove shareholders or 0.3696 per unit (as similarly adjusted, if necessary) -MORE- EQUITY RESIDENTIAL/GROVE PAGE 2 in Equity Residential's operating partnership. Equity Residential would issue approximately 1,113,755 partnership units if all Grove partnership units were exchanged. If the liabilities cannot be resolved for less than $3.5 million, Equity Residential has the option of not proceeding with the transaction. The merger, which has been approved by Equity Residential's Board of Trustees and Grove's Board of Trust Managers, requires Grove shareholder and OP unit holder approval. The merger does not require Equity Residential shareholder approval and is subject to customary closing conditions. The transaction is expected to close during the fourth quarter. "The Grove portfolio presents an excellent opportunity for Equity Residential," said Douglas Crocker II, Equity Residential's President and CEO. "This acquisition substantially increases our presence in high barrier to entry New England markets, particularly suburban Massachusetts. We look forward to welcoming Grove's employees to the Equity Residential family." Equity Residential currently owns and manages 19 properties consisting of 5,020 units in the New England states. "We are pleased that Grove's properties will be acquired by Equity Residential, one of the premier apartment companies in America. The timing, price and prestige of Equity Residential are a very powerful combination of factors and our Board of Trust Managers feels strongly that this is an opportunity that should be accepted," said Damon Navarro, Grove's Chairman, President and CEO. He added, "We have often said that our primary mission was to create and enhance shareholder value and we believe we have successfully accomplished our mission." Certain matters discussed in this news release may constitute forward-looking statements within the meaning of the Federal securities laws. Although Equity Residential and Grove believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, they can give no assurance that their -MORE- EQUITY RESIDENTIAL/GROVE PAGE 3 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 the companies' Securities and Exchange Commission filings. In connection with the proposed transactions, a proxy statement and registration statement will be filed with the SEC. Grove investors are encouraged to read these documents because they will contain important information about the proposed mergers. After these documents are filed with the SEC, they will be available for free, both on the SEC's website (www.sec.gov) and from Equity Residential's and Grove Property's investor relations departments. Equity Residential Properties Trust is the largest publicly traded apartment company in America. Nationwide, Equity Residential owns or has investments in 1,049 properties in 35 states, consisting of 223,304 units. For more information on Equity Residential, please visit our website at www.eqr.com. # # # GROVE PROPERTY LIST FOLLOWS EQUITY RESIDENTIAL WILL HOST A CONFERENCE CALL TO DISCUSS THIS ACQUISITION TODAY, MONDAY, JULY 17, 2000, AT 10:00 A.M. CENTRAL. TO PARTICIPATE IN THE CONFERENCE CALL PLEASE DIAL 719-457-2604 FIVE MINUTES PRIOR TO THE START TIME. THE CONFIRMATION CODE 425344 IS NECESSARY FOR PARTICIPATION.
PROPERTY LOCATION UNITS Arbor Commons Ellington, CT 28 Avon Place Avon, CT 156 Bradford Apartments Newington, CT 64 Briar Knoll Apts Vernon, CT 150 Brooksyde Apts West Hartford, CT 80 Burgundy Studios Middletown, CT 102 Cambridge Estates Norwich, CT 92 Colonial Village Plainville, CT 104 Summit & Birch Hill Farmington, CT 184 Fox Hill Apartments Enfield, CT 168 Fox Hill Commons Vernon, CT 74 Greenfield Village Rocky Hill, CT 147 High Meadow Ellington, CT 100 Hilltop Norwich, CT 120 Glastonbury Center Glastonbury, CT 104 Loomis Manor West Harford, CT 43 Park Place West West Hartford, CT 63 Pinney Brook Ellington, CT 34 Parkwood East Haven, CT 102 Ribbon Mill Manchester, CT 104 River's Bend Windsor, CT 364 Westwynd Apts West Hartford, CT 46 Woodbridge Newington, CT 73 929 House Cambridge, MA 127 Abington Grove Abington, MA 90 Cedar Glen Reading, MA 114 Chestnut Glen Abington, MA 130 Coachlight Village Agawam, MA 88 Conway Court Roslindale, MA 28 Dean Estates Taunton, MA 58 Four Winds Fall River, MA 168 Glen Grove Wellesley, MA 125 Glen Meadow Franklin, MA 288 Gosnold Grove East Falmouth, MA 33 Heritage Green Sturbridge, MA 130 Highland Glen Westwood, MA 180 Jaclyn Towers Beverly, MA 100 Longfellow Glen Sudbury, MA 120 Nehoiden Glen Needham, MA 61 Rolling Green Milford, MA 304
PROPERTY CITY/STATE UNITS Rolling Green Amherst, MA 204 Rolling Green Fall River, MA 404 Noonan Glen Winchester, MA 18 Norton Glen Norton, MA 150 Old Mill Glen Maynard, MA 50 Phillips Park Wellesley, MA 49 Rockingham Glen West Roxbury, MA 143 Security Manor Westfield, MA 63 Sturbridge Meadows Sturbridge, MA 104 Summerhill Glen Maynard, MA 120 Van Deene Manor West Springfield, MA 109 Spring Hill Commons Acton, MA 123 Webster Green Needham, MA 76 Westwood Glen Westwood, MA 156 Wilkins Glen Medfield, MA 102 Dean Estates II Cranston, RI 48 Royale Cranston, RI 76 Tanglewood West Warwick, RI 176 Winchester Park East Providence, RI 416 Winchester Wood East Providence, RI 62
* * * (end of text of press release.) This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.