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NEWTOWN SQUARE, PA-GMH Communities Trust’s has a special committee of its board preparing to solicit indications of interest in acquiring the company. At the same time, Gary M. Holloway Sr., chairman and CEO, informed the board that he doesn’t intend to make an independent offer to buy the company, but would consider participating in a potential acquisition by a third party.

In March, Holloway told the board he was considering an offer to buy the REIT. At that time, Ernst & Young was hired to conduct an independent review, initiated by a letter to the REIT’s audit committee by then-CFO Bradley Harris, alleging a “tone at the top” problem with management and “material weaknesses” in internal controls over financial reporting. It caused a delay in GMH’s filing of its 2005 10-K with the SEC. That has been extended for the fifth time. Now the company says it will file financials for the year ended Dec. 31, 2005 and first-quarter 2006 by July 31.

Since mid-March, Harris has been fired, replaced by J. Patrick O’Grady, and GMH and Holloway and Harris have been named in a securities fraud class action complaint filed in federal court. More than a half dozen other law firms have since joined the suit, initially filed by the locally based law firm of Berger & Montague. All are actively seeking to be contacted by people who bought GMH stock between October 2004 and March 10 this year. Through a spokeswoman, GMH has consistently said, “we believe these claims are without merit.”

According to the most recent GMH statement, while Ernst & Young is finalizing its review of the company’s financials, it is also nearing completion of a review of the company’s internal control documentation. In the statement, GMH reports “progress in the identification and implementation of remedial efforts designed to address the material weaknesses.” It also says there is no assurance that GMH will engage in a transaction with a third-party buyer and that it does not intend to update, review or revise the information contained in the statement.

The 52-week high of GCT shares on the NYSE was $17.01 on March 1, and the 52-week low of $10.75 a share occurred on April 13. At the close of trading on July 13, GCT was trading at $12.85 a share.

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