UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
	For the quarterly period ended June 30, 2002
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
	For the transition period from           to

Commission file number 1-10093

Ramco-Gershenson Properties Trust

(Exact name of registrant as specified in its charter)

Maryland	13-6908486
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
27600 Northwestern Highway, Suite 200, Southfield, Michigan (Address of principal executive offices)	48034 (Zip code)

248-350-9900

(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Number of common shares of beneficial interest ($.01 par value) of the Registrant outstanding as of June 30, 2002: 12,241,216

TABLE OF CONTENTS

PART I -- FINANCIAL INFORMATION
	Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
RAMCO-GERSHENSON PROPERTIES TRUST CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
	CONSOLIDATED STATEMENTS OF CASH FLOWS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Thousands, except per Share and per Unit amounts)
PART II -- OTHER INFORMATION
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
Mortgage and Security Agreement
Assumption and Modification Agreement
Mortgage between Ramco and Key Bank
Promissory Note
Purchase and Sale Agreement Dated May 21, 2002
Certification Pursuant To 18 U.S.C. Section 1350

INDEX

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets — June 30, 2002 (unaudited) and December 31, 2001		2
	Consolidated Statements of Income (unaudited) — Three Months and Six Months Ended June 30, 2002 and 2001		3
	Consolidated Statements of Comprehensive Income (unaudited) — Three Months and Six Months Ended June 30, 2002 and 2001		4
	Consolidated Statement of Shareholders’ Equity (unaudited) — Six Months Ended June 30, 2002		5
	Consolidated Statements of Cash Flows (unaudited) — Six Months Ended June 30, 2002 and 2001		6
	Notes to Consolidated Financial Statements (unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
PART II. OTHER INFORMATION
Item 4.	Submission of Matters to a Vote of Security Holders		19
Item 6.	Exhibits and Reports on Form 8-K		19

1

PART I — FINANCIAL INFORMATION

Item 1.     Financial Statements

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED BALANCE SHEETS

(In thousands)

			June 30,			December 31,
			2002			2001
			(unaudited)
Assets
Investment in real estate — net			$	578,345		$	496,269
Cash and cash equivalents				5,740			5,542
Accounts receivable — net				18,779			17,627
Equity investments in and advances to unconsolidated entities				10,981			12,658
Other assets — net				21,069			20,633
		Total Assets	$	634,914		$	552,729
Liabilities and Shareholders’ Equity
Mortgages and notes payable			$	377,253		$	347,275
Distributions payable				6,374			5,062
Accounts payable and accrued expenses				20,267			18,830
		Total Liabilities		403,894			371,167
Minority Interest				48,106			48,157
Commitments and Contingencies				—			—
Shareholders’ Equity
	Preferred Shares, par value $01, 10,000 shares authorized; 0 and 1,400 Series A convertible shares issued and outstanding, respectively			—			33,829
	Common Shares of Beneficial Interest, par value $01, 30,000 shares authorized; 12,241 and 7,128 issued and outstanding, respectively			122			71
	Additional paid-in capital			233,219			150,186
	Accumulated other comprehensive loss			(3,164	)		(3,179	)
	Cumulative distributions in excess of net income			(47,263	)		(47,502	)
Total Shareholders’ Equity				182,914			133,405
		Total Liabilities and Shareholders’ Equity	$	634,914		$	552,729

See notes to consolidated financial statements.

2

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

			For the Three Months						For the Six Months
			Ended June 30,						Ended June 30,
			2002			2001			2002			2001
Revenues
	Minimum rents		$	15,022		$	14,749		$	28,890		$	29,781
	Percentage rents			194			173			716			1,094
	Recoveries from tenants			5,762			5,390			11,710			11,029
	Fees and management income			229			438			880			1,096
	Interest and other income			223			351			973			1,285
		Total revenues		21,430			21,101			43,169			44,285
Expenses
	Real estate taxes			2,728			2,185			5,300			4,278
	Recoverable operating expenses			3,242			3,468			6,626			7,192
	Depreciation and amortization			4,339			4,038			8,349			7,964
	Other operating			382			419			694			751
	General and administrative			2,108			1,751			4,159			4,246
	Interest expense			6,056			6,436			12,366			13,393
		Total expenses		18,855			18,297			37,494			37,824
Operating income				2,575			2,804			5,675			6,461
Earnings from unconsolidated entities				177			339			346			414
Income from continuing operations before gain on sale of real estate and minority interest				2,752			3,143			6,021			6,875
Gain on sale of real estate				—			343			—			5,349
Minority interest				590			1,032			1,573			3,614
Income from continuing operations				2,162			2,454			4,448			8,610
Discontinued operations, net of minority interest:
	Gain on sale of property			2,164			—			2,164			—
	(Loss) Income from operations			(4	)		180			147			360
Net income				4,322			2,634			6,759			8,970
Preferred dividends				—			(838	)		(828	)		(1,666	)
Gain on redemption of preferred shares				2,425			—			2,425			—
Net income available to common shareholders			$	6,747		$	1,796		$	8,356		$	7,304
Basic earnings per share:
	Income from continuing operations		$	0.44		$	0.23		$	0.69		$	0.98
	Income from discontinued operations			0.21			0.02			0.26			0.05
	Net income		$	0.65		$	0.25		$	0.95		$	1.03
Diluted earnings per share:
	Income from continuing operations		$	0.39		$	0.23		$	0.66		$	0.94
	Income from discontinued operations			0.17			0.02			0.21			0.04
	Net income		$	0.56		$	0.25		$	0.87		$	0.98
Weighted average shares outstanding:
	Basic			10,435			7,102			8,771			7,111
	Diluted			14,674			7,120			13,392			9,122

See notes to consolidated financial statements.

3

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	For the Three					For the Six
	Months Ended					Months Ended
	June 30,					June 30,
	2002			2001		2002		2001
Net income	$	4,322		$	2,634	$	6,759	$	8,970
Cumulative effect of change in accounting principle		—			—		—		(348	)
Unrealized (losses) gains on interest rate swaps		(817	)		120		15		(747	)
Comprehensive income	$	3,505		$	2,754	$	6,774	$	7,875

See notes to consolidated financial statements.

4

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands, except share amounts)

(Unaudited)

										Accumulated
							Additional			Other			Cumulative			Total
		Preferred			Common		Paid-In			Comprehensive			Earnings/			Shareholders’
		Stock			Stock		Capital			Loss			Distribution			Equity
Balance, January 1, 2002		$	33,829		$	71	$	150,186		$	(3,179	)	$	(47,502	)	$	133,405
	Cash distributions declared													(8,117	)		(8,117	)
	Preferred shares dividends declared													(828	)		(828	)
	Conversion of Operating Partnership Units to common shares							113									113
	Conversion of preferred shares to common shares		(4,833	)		3		4,830									—
	Redemption of preferred shares		(28,996	)										2,425			(26,571	)
	Stock issuance					48		77,650									77,698
	Purchase and retirement of common shares							(42	)								(42	)
	Stock options exercised							482									482
	Unrealized gains on interest rate swaps										15						15
	Net income													6,759			6,759
Balance, June 30, 2002		$	—		$	122	$	233,219		$	(3,164	)	$	(47,263	)	$	182,914

See notes to consolidated financial statements.

5

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

				For the Six Months
				Ended June 30,
				2002			2001
Cash Flows from Operating Activities:
	Net income			$	6,759		$	8,970
	Adjustments to reconcile net income to net cash flows provided by operating activities:
		Depreciation and amortization			8,434			8,074
		Amortization of deferred financing costs			481			381
		Gain on sale of discontinued operations			(2,164	)		—
		Gain on sale of real estate			—			(5,349	)
		Earnings from unconsolidated entities			(346	)		(414	)
		Minority interest, continuing operations			1,573			3,614
		Minority interest, discontinued operations			61			149
		Changes in assets and liabilities that provided (used) cash:
			Accounts receivable		(1,179	)		(106	)
			Other assets		(1,496	)		(1,699	)
			Accounts payable and accrued expenses		805			(3,852	)
Cash Flows Provided By Operating Activities					12,928			9,768
Cash Flows from Investing Activities:
	Capital expenditures				(64,426	)		(7,046	)
	Acquisition of additional interest in joint venture properties				(7,887	)		—
	Proceeds from sale of discontinued operations				10,272			—
	Proceeds from sales of real estate				—			28,631
	Distributions received from unconsolidated entities				468			301
	Investment in unconsolidated entities				—			(28	)
	Other				—			179
Cash Flow (Used In) Provided By Investing Activities					(61,573	)		22,037
Cash Flows from Financing Activities:
	Cash distributions to shareholders				(5,958	)		(5,978	)
	Cash distributions to operating partnership unit holders				(2,471	)		(2,474	)
	Cash dividends paid on preferred shares				(1,675	)		(1,673	)
	Redemption of preferred shares				(26,571	)		—
	Repayment of Credit Facility				(24,150	)		(19,050	)
	Repayment of unsecured term loan				(7,125	)		(1,500	)
	Payment of construction loan				—			(13,575	)
	Principal repayments on mortgages payable				(2,260	)		(1,957	)
	Payment of deferred financing costs				(598	)		(78	)
	Purchase and retirement of common shares				(42	)		(416	)
	Net proceeds from issuance of common shares				77,698			—
	Proceeds from mortgage				30,113			10,334
	Borrowings on Credit Facility				6,400			5,420
	Borrowings on unsecured term loan				5,000			—
	Proceeds from exercise of stock options				482			79
Cash Flows Provided By (Used In) Financing Activities					48,843			(30,868	)
Net Increase in Cash and Cash Equivalents					198			937
Cash and Cash Equivalents, Beginning of Period					5,542			2,939
Cash and Cash Equivalents, End of Period				$	5,740		$	3,876
Supplemental Disclosures of Cash Flow Information:
	Cash paid for interest during the period			$	11,741		$	12,435
Supplemental Disclosures of Noncash Items:
	Consolidation of Ramco-Gershenson, Inc., net of cash			$	—		$	4,081
	Increase (Decrease) in fair value of interest rate swaps				15			(1,095	)
	Assumed debt of acquired properties				28,840			—

See notes to consolidated financial statements.

6

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

1. Basis of Presentation and Summary of Significant Accounting Policies

     Basis of Presentation

      The accompanying interim financial statements and related notes of the Company are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting, the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules. The unaudited interim financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results for interim periods are not necessarily indicative of the results for a full year.

     Reclassifications

      Certain reclassifications have been made to the 2001 financial statements to conform to the 2002 presentation.

2. Property Held for Sale

      Effective January 1, 2002, we adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144). This statement requires that we account for shopping centers that have been disposed of, or that have been classified as property held for sale, as discontinued operations for all years presented in the Consolidated Statements of Income. On April 11, 2002, we sold Hickory Corners shopping center for cash of approximately $10,272, and the sale resulted in a gain of approximately $2,164, net of minority interest. Hickory Corners’ results of operations and the gain on sale have been included in income from discontinued operations in the Consolidated Statements of Income for the three and six months ended June 30, 2002 and 2001.

3. Accounts Receivable — Net

      Accounts receivable include $11,938 and $10,560 of unbilled straight-line rent receivables at June 30, 2002 and December 31, 2001, respectively. Straight line rent receivable at June 30, 2002 includes approximately $3,108 due from Kmart Corporation which filed for bankruptcy protection in January 2002.

4.     Investment in Real Estate

      Investment in real estate consists of the following:

	June 30, 2002			December 31, 2001
	(Unaudited)
Land	$	86,980		$	77,546
Buildings and improvements		532,453			471,317
Construction in progress		26,294			8,486
		645,727			557,349
Less: accumulated depreciation		(67,382	)		(61,080	)
Investment in real estate — net	$	578,345		$	496,269

7

5. Acquisition of Joint Venture Properties

      In May 2002 we acquired an additional 75% ownership interest in RPT/ INVEST, LLC, which owns two community centers: Chester Springs and Rivertowne Square. As a result of this purchase, we became the 100% owner of the two centers. The transaction resulted in a net payment to our joint venture partner of approximately $7,887 in cash and we assumed $22,000 of debt. The acquisition of the additional interest was accounted for using the purchase method of accounting and the results have been included in the consolidated financial statements since the date of acquisition. The excess of the fair value over the net book basis of the interest in Chester Springs and Rivertowne Square has been allocated to land and buildings. The preliminary purchase price allocation is subject to adjustments until finalized by December 31, 2002.

6. Property Acquisitions

      We acquired three properties during 2002 at an aggregate cost of $45,500. These acquisitions have been accounted for using the purchase method of accounting and the results of their operations have been included in the consolidated financial statements since the date of acquisition. The purchase prices were allocated to the assets acquired and liabilities assumed based upon their estimated fair market value. The preliminary purchase price allocation is subject to adjustments until finalized by December 31, 2002.

Acquisition					Purchase		Debt
Date	Property Name		Property Location		Price		Assumed
May 2002		Horizon Village		Suwanee, GA	$	11,300	$	6,840
June 2002		Royal Palm		Royal Palm Beach, FL		18,500		—
June 2002		Coral Creek Shops		Coconut Creek, FL		15,700		—

7.     Other Assets

      Other assets consist of the following:

	June 30, 2002			December 31, 2001
	(Unaudited)
Leasing costs	$	16,086		$	14,908
Prepaid expenses and other		7,342			6,765
Deferred financing costs		6,793			5,872
		30,221			27,545
Less: accumulated amortization		(12,265	)		(10,485	)
		17,956			17,060
Proposed development and acquisition costs		3,113			3,573
Other assets — net	$	21,069		$	20,633

8

8.     Mortgages and Notes Payable

      Mortgages and notes payable consist of the following:

	June 30, 2002		December 31, 2001
	(Unaudited)
Fixed rate mortgages with interest rates ranging from 6.78% to 8.81%, due at various dates through 2012	$	223,303	$	195,290
Floating rate mortgages at 75% of the rate of long-term Capital A rated utility bonds, due January 1, 2010, plus supplemental interest to equal LIBOR plus 200 basis points, if applicable. The effective rate at June 30, 2002, was 5.25% and at December 31, 2001, was 6.41%		6,400		6,560
Floating rate mortgage, with an interest rate at prime or LIBOR plus 200 basis points, due September 2005. The effective rate at June 30, 2002, was 3.84% and at December 31, 2001, was 4.75%		21,000		21,000
Floating rate mortgages, with an interest rate at LIBOR plus 215 basis points, due August 2002 with two one year extensions. The effective rate at June 30, 2002, was 4.05%		16,000		—
Floating rate mortgages, with an interest rate at LIBOR plus 215 basis points, due August 2002 with two one year extensions. The effective rate at June 30, 2002, was 4.05%		6,000		—
Unsecured term loan, with an interest rate at LIBOR plus 400 basis points, due September 2003. The effective rate at June 30, 2002, was 5.89% and at December 31, 2001, was 6.03%		20,000		22,125
Credit Facility, with an interest rate at LIBOR plus 200 basis points, due September 2003, maximum available borrowings of $110,000. The effective rate at June 30, 2002, was 7.18% and at December 31, 2001, was 6.64%		84,550		102,300
	$	377,253	$	347,275

      The mortgage notes and construction loans are secured by mortgages on properties that have an approximate net book value of $416,019 as of June 30, 2002. The Credit Facility is secured by mortgages on various properties that have an approximate net book value of $161,750 as of June 30, 2002.

      The $110,000 Credit Facility bears interest between 162.5 and 225 basis points over LIBOR depending on certain debt ratios (using 200 basis points over LIBOR at June 30, 2002, the effective interest rate was 7.2%, including interest rate swap agreements) and is secured by mortgages on various properties.

      At June 30, 2002, outstanding letters of credit issued under the Credit Facility, not reflected in the accompanying consolidated balance sheet, total approximately $818.

      The Credit Facility and the unsecured term loan contain financial covenants relating to loan to asset value, minimum operating coverage ratios, and a minimum equity value. As of June 30, 2002, we were in compliance with the covenant terms.

      The mortgage loans (other than our Credit Facility) encumbering our properties, including properties held by our unconsolidated joint ventures, are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In

9

addition, upon the occurrence of certain of such events, such as fraud or filing of a bankruptcy petition by the borrower, we would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses.

      The following table presents scheduled principal payments on mortgages and notes payable as of June 30, 2002:

Year Ended December 31,
2002 (July 1 – December 31)		$	26,136
2003			114,812
2004			17,641
2005			14,707
2006			109,357
Thereafter			94,600
	Total	$	377,253

9.     Leases

      Approximate future minimum rentals under noncancelable operating leases in effect at June 30, 2002, assuming neither new or renegotiated leases nor option extensions on lease agreements, are as follows:

Year Ended December 31,
2002 (July 1 – December 31)		$	30,247
2003			57,984
2004			52,529
2005			46,140
2006			41,331
Thereafter			282,449
	Total	$	510,680

10.     Common Shares Offering

      On April 29, 2002, we issued 4.2 million common shares of beneficial interest in a public offering. On May 29, 2002, we issued an additional 630,000 common shares upon the exercise by the underwriters of their over-allotment option. We received total net proceeds of $77,698, based on an offering price of $17.50 per share. The net proceeds from the offering were used to redeem 1.2 million of our Series A preferred shares, purchase the equity interest of our joint venture partner in RPT/ INVEST, LLC and pay down amounts outstanding under our Credit Facility.

      As a result of this offering, the remaining 200,000 of our Series A preferred shares automatically converted into 286,537 common shares on April 29, 2002.

11.     Commitments and Contingencies

      During the third quarter of 1994, we held more than 25% of the value of our total assets in short-term Treasury Bill reverse repurchase agreements, which could be viewed as non-qualifying assets for purposes of determining whether we qualify to be taxed as a REIT. We requested that the IRS enter into a closing agreement with us that our ownership of the short-term Treasury Bill reverse repurchase agreements will not adversely affect our status as a REIT. The IRS deferred any action relating to this issue pending the further examination of our taxable years ended December 31, 1991, through 1994. As discussed below, the field examination has since been completed and the IRS has proposed to disqualify us as a REIT for our taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements. Our former tax counsel, Battle Fowler LLP, had rendered an opinion on March 6, 1996, that our

10

investment in the short-term Treasury Bill reverse repurchase agreements would not adversely affect our REIT status. This opinion, however, is not binding upon the IRS or any court.

      In connection with the incorporation and distribution of all of the shares of Atlantic Realty Trust in May 1996, we entered into a tax agreement with Atlantic under which Atlantic assumed all our tax liability arising out of the IRS’ then ongoing examination, excluding any tax liability relating to any actions or events occurring, or any tax return position taken after May 10, 1996, but including liabilities for additions to tax, interest, penalties and costs relating to covered taxes. Under the tax agreement, a group of our Trustees consisting of Stephen R. Blank, Arthur Goldberg and Joel Pashcow has the right to control, conduct and effect the settlement of any claims for taxes for which Atlantic assumed liability. Accordingly, Atlantic does not have any control as to the timing of the resolution or disposition of any such claims. In addition, the tax agreement provides that, to the extent any tax which Atlantic is obligated to pay under the tax agreement can be avoided through the declaration of a “deficiency dividend” (that is, our declaration and payment of a distribution that is permitted to relate back to the year for which the IRS determines a deficiency in order to satisfy the requirement for REIT qualification that we distribute a certain minimum amount of our “REIT taxable income” for such year), we will make, and Atlantic will reimburse us for the amount of, such deficiency dividend.

      In addition to examining our taxable years ended December 31, 1991, through 1994, the IRS examined our taxable year ended December 31, 1995. The IRS revenue agent issued an examination report on March 1, 1999 (which is hereinafter referred to as the “First Report”). As previously noted, the First Report proposes to disqualify us as a REIT for our taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements. In addition, the First Report proposes to adjust our “REIT taxable income” for our taxable years ended December 31, 1991, 1992, 1993, and 1995. In this regard, we and Atlantic received an opinion from special tax counsel, Wolf, Block, Schorr and Solis-Cohen, on March 25, 1996, that, to the extent there is a deficiency in our “REIT taxable income” for our taxable years ended December 31, 1991, through 1994, and provided we timely make a deficiency dividend, our status as a REIT for those taxable years would not be affected. The First Report acknowledges that we may avoid disqualification for failure to meet the distribution requirement with respect to a year for which our income is increased by payment of a deficiency dividend. However, the First Report notes that the payment of a deficiency dividend cannot cure our disqualification as a REIT for the taxable year ended December 31, 1994, based on our ownership of the short-term Treasury Bill reverse repurchase agreements.

      We believe that most of the positions set forth in the First Report are unsupported by the facts and applicable law. Accordingly, on April 30, 1999, we filed a protest with the Appeals Office of the IRS to contest most of the positions set forth in the First Report. The Appeals Officer returned the case file to the revenue agent for further development. On October 29, 2001, the revenue agent issued a new examination report (which is hereinafter referred to as the “Second Report”) that arrived at very much the same conclusions as the First Report. We filed a protest of the Second Report with the IRS on November 29, 2001, and expect to have a meeting with the appellate conferee in the near future. If a satisfactory result cannot be obtained through the administrative appeals process, judicial review of the determination is available to us. In addition, the IRS is currently conducting an examination of us for the taxable years ended December 31, 1996, and 1997, and of one of our subsidiary partnerships for the taxable years ended December 31, 1997, and 1998, and may shortly begin examination of us and/or the subsidiary partnership for subsequent taxable years.

      Based on the Second Report, we could be liable for up to $56 million in combined taxes, penalties and interest through June 30, 2002. However, the Second Report acknowledges (as does the First Report as noted above) that we can avoid disqualification as a REIT for certain of our examined tax years if we distribute a deficiency dividend to our shareholders. The distribution of a deficiency dividend would be deductible by us, thereby reducing our liability for federal income tax. Based on the Second Report, the proposed adjustments to our “REIT taxable income” would require us to pay a deficiency dividend to our current shareholders resulting in combined taxes, penalties, interest and deficiency dividends of approximately $58.3 million as of June 30, 2002.

11

      If, notwithstanding the above-described opinions of legal counsel, the IRS successfully challenges our status as a REIT for any taxable year, we will be able to re-elect REIT status commencing with the fifth succeeding taxable year (or possibly an earlier taxable year if we meet certain relief provisions under the Internal Revenue Code).

      In the notes to the consolidated financial statements made part of Atlantic’s most recent annual report on Form 10-Q filed with the Securities and Exchange Commission for its quarterly period ended March 31, 2002, Atlantic has disclosed its liability for the tax deficiencies (and interest and penalties on the tax deficiencies) proposed to be assessed against us by the IRS for the taxable years ended December 31, 1991, through 1995, as reflected in each of the First Report and Second Report. We believe, but can provide no assurance, that Atlantic currently has sufficient assets to pay such tax deficiencies, interest and penalties. According to the report on Form 10-Q filed by Atlantic for its quarter ended March 31, 2002, Atlantic had net assets on March 31, 2002, of approximately $59.0 million (as determined pursuant to the liquidation basis of accounting). If the amount of tax, interest and penalties assessed against us ultimately exceeds the amounts proposed in each of the First Report and Second Report, however, because interest continues to accrue on the proposed tax deficiencies, or if additional tax deficiencies are proposed or for any other reason, then Atlantic may not have sufficient assets to reimburse us for all amounts we must pay to the IRS, and we would be required to pay the difference out of our own funds. Accordingly, the ultimate resolution of any controversy over tax liabilities covered by the above-described tax agreement may have a material adverse effect on our financial position, results of operations or cash flows, including if we are required to distribute deficiency dividends to our shareholders and/or pay additional taxes, interest and penalties to the IRS in amounts that exceed the value of Atlantic’s net assets. Moreover, the IRS may assess us with taxes that Atlantic is not required under the above-described tax agreement to pay, such as taxes arising from the recently-commenced examination of us for the taxable years ended December 31, 1996, and 1997, and of our subsidiary partnership for the taxable years ended December 31, 1997, and 1998. There can be no assurance, therefore, that the IRS will not assess us with substantial taxes, interest and penalties which Atlantic cannot, is not required to, or otherwise does not pay.

      In connection with the development and expansion of various shopping centers as of June 30, 2002, we have entered into agreements for the construction of shopping centers of approximately $3,338.

12.     Mortgage Note Receivable

      On July 11, 2002, we purchased a note receivable, which bears interest at 16.75% (18.75% during any period of default), from Metropolitan Life Insurance Company for $2,401. The note is due December 31, 2002. At the time we acquired the note, the unpaid principal and interest amounted to approximately $4,600. This note is secured by a mortgage on property located adjacent to our Naples Towne Center in Naples, Florida. The property was previously leased to Kmart Corporation, but the lease was rejected by Kmart in January 2002. Certain defaults have occurred with respect to this note, including the failure of the borrower to make monthly payments of principal and interest.

      We have commenced action, including the initiation of legal proceedings to receive the collateralized assets in partial satisfaction of the amount due us under terms of the mortgage note. We will not accrue interest income on this note receivable during the period the borrower is in default.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in Thousands, except per Share and per Unit amounts)

      The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements of the Company, including the respective notes thereto which are included in this Form 10-Q.

     Capital Resources and Liquidity

      Cash flows from operating activities, as reported in the Statement of Consolidated Cash Flows, increased to $12,928 for the six months ended June 30, 2002 from $9,768 for the six months ended June 30, 2001. Cash

12

flows from investing activities used $61,573 for the six months ended June 30, 2002 and provided $22,037 of cash flows for the six months ended June 30, 2001. Financing activities provided $48,843 of cash flows, an increase of $79,711 over the six months ended June 30, 2001.

      Investing activities included the acquisition of three shopping centers at an aggregate cost of $45,500. We also purchased an additional interest in RPT/ INVEST, LLC, a previously unconsolidated entity consisting of two shopping centers, at a net cost of $7,887 plus the assumption of $22,000 of debt, and we also invested in the redevelopment of four shopping centers and improvements to existing properties amounting to approximately $18,926 during the six months ended June 30, 2002.

      On April 29, 2002, we issued 4.2 million common shares of beneficial interest in a public offering. On May 29, 2002, we issued an additional 630,000 common shares upon the exercise by the underwriters of their over-allotment option. We received total net proceeds of $77,698, based on an offering price of $17.50 per share. The net proceeds from the offering were used to redeem 1.2 million of our Series A preferred shares, purchase the equity interest of our joint venture partner in RPT/ INVEST, LLC and pay down amounts outstanding under our Credit Facility.

      Repayment under our Credit Facility used $17,750, net of borrowings of $6,400. During the six months ended June 30, 2002, we repaid $2,260 of mortgage obligations, repaid $2,125 of our unsecured term loan, net of borrowings of $5,000, and paid $10,104 in cash distributions to common shareholders, holders of operating partnership units and preferred shareholders.

      Our mortgage and notes payable amounted to $377,253 at June 30, 2002, with a weighted average interest rate of 7.0%. The debt consists of seventeen loans secured by various properties, one unsecured term loan and the Credit Facility, as described below. Thirteen of the mortgage loans, amounting to $223,303, have maturities ranging from 2003 to 2012, monthly payments that include regularly scheduled amortization, and fixed interest rates ranging between 6.8% to 8.8%. Three of the mortgage loans, amounting to $43,000, have maturities ranging from 2002 to 2004 and monthly payments that include variable interest rates ranging between 3.8% to 4.1% at June 30, 2002. One of the mortgage loans, evidenced by tax free bonds, amounting to $6,400 and secured by Oak Brook Square Shopping Center, matures in 2010 and carries a floating interest rate equal to 75% of the new issue long term Capital A rated utility bonds, plus interest to the lender sufficient to cause the lender’s overall yield on its investment in the bonds to be equal to 200 basis points over their applicable LIBOR rate, if applicable (5.3% at June 30, 2002).

      The Credit Facility bears interest between 162.5 and 225 basis points over LIBOR depending on certain debt ratios (and had an effective interest rate of 7.2% at June 30, 2002), including interest rate swap agreements, and matures in September 2003. The Credit Facility is secured by mortgages on various properties and contains financial covenants relating to liabilities-to-assets ratios, minimum operating coverage ratios and a minimum equity value. As of June 30, 2002, we were in compliance with the covenant terms.

      Under terms of the Credit Facility, we are required to maintain interest rate swap agreements to reduce the impact of changes in interest rate on our floating rate debt. We had interest rate swap agreements with an aggregate notional amount of $75,000 at June 30, 2002. Based on rates in effect at June 30, 2002, the agreements provide for fixed rates ranging from 7.0% to 8.3% and expire at various dates through March 2004. We are exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements; however we do not anticipate non-performance by the counter party.

      After taking into account the impact of converting our variable rate debt into fixed rate debt by use of the interest rate swap agreements, at June 30, 2002, our variable rate debt accounted for approximately $78,950 of outstanding debt with a weighted average interest rate of 4.6%. Variable rate debt accounted for approximately 20.9% of our total debt and 11.6% of our total capitalization.

      Our debt to total market capitalization (our debt plus the market value of our equity) ratio decreased from 64.3% at December 31, 2001 to 55.2% at June 30, 2002.

      The properties in which Ramco-Gershenson Properties, L.P. (the “Operating Partnership”), owns an interest and which are accounted for on the equity method of accounting are subject to non-recourse mortgage

13

indebtedness. At June 30, 2002, our pro rata share of non-recourse mortgage debt on the unconsolidated properties (accounted for on the equity method) was $24,345 with a weighted average interest rate of 6.7%.

      The mortgage loans (other than our Credit Facility) encumbering our properties, including properties held by our unconsolidated joint ventures, are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain of such events, such as fraud or filing of a bankruptcy petition by the borrower, we would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses.

      With respect to the Crossroads Centre shopping center, which is owned by a joint venture in which we have a 10% interest, we have guaranteed to the joint venture the completion of the center by October 17, 2002, and we have entered into a master lease with the joint venture under which we are obligated to provide net operating income sufficient to provide a 1.2 to 1.0 debt service coverage ratio. In the event that the center is not completed by the scheduled completion date, we would be obligated to the joint venture for any damages it incurs due to such failure. We believe that the construction of the center has been substantially completed in accordance with the terms of our agreement. We have the option to purchase the Crossroads Centre shopping center from the joint venture, exercisable by notice on or before October 15, 2002, and if we do not exercise this option, we will be obligated to make an option payment of $3.3 million to the 90% owner of this joint venture on October 15, 2002.

      Our capital structure at June 30, 2002, includes property specific mortgages, an unsecured term loan, the Credit Facility, our Common Shares and the minority interest in the Operating Partnership. At June 30, 2002, the minority interest in the Operating Partnership represented a 19.4% ownership in the Operating Partnership which may, under certain conditions, be exchanged for an aggregate of 2,938,062 Common Shares.

      As of June 30, 2002, the units in the Operating Partnership Units (“OP Units”) were exchangeable for Common Shares of the Company on a one-for-one basis. We, as sole general partner of the Operating Partnership, have the option, but not the obligation, to settle exchanged OP Units in cash based on the current trading price of our Common Shares. Assuming the exchange of all limited partnership interests in the Operating Partnership, there would have been 15,179,278 of our common shares outstanding at June 30, 2002, with a market value of approximately $305,856 (based on the closing price of $20.15 per share on June 30, 2002).

      The principal uses of our liquidity and capital resources are for acquisitions, development, redevelopment, including expansion and renovation programs, and debt repayment. To maintain our qualification as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), we are required to distribute to our shareholders at least 90% of our “Real Estate Investment Trust Taxable Income” as defined in the Code.

      The conversion of our Tel-Twelve shopping center from an enclosed regional mall to an open-air center is currently in process along with the proposed redevelopment at our Shoppes of Lakeland. These redevelopments will include demolition and rebuilding of a portion of Tel-Twelve, as well as retenanting of the Shoppes of Lakeland. As a result of reduced rental income during the redevelopment period, it is our estimate that net income will decrease by approximately $3,400 for these two centers for the year ended December 31, 2002, as compared to the year ended December 31, 2001.

      As part of our business plan to improve our capital structure and reduce debt, we will continue to pursue the strategy of selling fully-valued properties and to dispose of shopping centers that no longer meet the criteria established for our portfolio. Our ability to obtain acceptable selling prices and satisfactory terms will impact the timing of future sales. Net proceeds from the sale of properties are expected to reduce outstanding debt.

14

      We anticipate that the combination of the availability under the Credit Facility, possible equity offerings, the sale of existing properties, and potential new debt will satisfy our expected working capital requirements through at least the next 12 months. We anticipate adequate liquidity for the foreseeable future to fund future developments, expansions, repositionings, and to continue currently planned capital programs, and to make distributions to our shareholders in accordance with the Code’s requirements applicable to REITs. Although we believe that the combination of factors discussed above will provide sufficient liquidity, no such assurance can be given.

     Comparison of Six Months Ended June 30, 2002 to Six Months Ended June 30, 2001

      Total revenues for the six months ended June 30, 2002 were $43,169, a $1,116 decrease over the comparable period in 2001. Of the $1,116 decrease, $891 was the result of decreased minimum rents. Acquisitions of five shopping centers during the second quarter of 2002 resulted in an increase of $802 in minimum rents. Redevelopment projects, including the conversion of our Tel-Twelve shopping center from an enclosed regional mall to an open-air center, reduced minimum rents during the redevelopment period by approximately $954 when compared to the six months ended June 2001. The sale of White Lake MarketPlace and Athens Town Center during the first quarter of 2001 resulted in a reduction of $292 in minimum rents.

      For the six months ended June 30, 2002, percentage rents decreased $378 to $716, as compared to $1,094 for the six months ended June 30, 2001. The decrease is the result of tenant changes associated with redevelopment projects and our efforts to convert percentage rent to higher minimum rent when renewing leases.

      Recoveries from tenants increased $681, or 6.2%, to $11,710 as compared to $11,029 for the same six months in 2001. The increase is primarily due to a higher level of recoverable operating expenses and real estate taxes associated with the Auburn Mile development and the acquisition of five properties during the six months ended June 30, 2002. The overall recovery ratio was 98.2% for the six months ended June 30, 2002, compared to 96.2% for the six months ended June 30, 2001.

      Fees and management income decreased $216 to $880 as compared to $1,096 for the six months ended June 30, 2001. The decrease is primarily attributed to a decrease in development fees when compared to six months ended June 30, 2001. Interest and other income decreased $312 to $973 for the six months ended June 30, 2002, and the decrease was primarily attributable to a decrease in lease termination fees and temporary tenant income when compared to the same period in 2001.

      Total expenses for the six months ended June 30, 2002 decreased $330, or 0.9%, to $37,494 as compared to $37,824 for the six months ended June 30, 2001. The decrease was due to an $87 decrease in general and administrative expenses, a $57 decrease in other operating expenses and a $1,027 decrease in interest expense, offset by a $385 increase in depreciation and amortization and a $456 increase in total recoverable expenses, including recoverable operating expenses and real estate taxes.

      Total recoverable expenses, including recoverable operating expenses and real estate taxes, increased by $456, to $11,926 as compared to $11,470 for the six months ended June 30, 2001. Real estate taxes increased $1,022 for the six months ended June 30, 2002 when compared to the same period in 2001. The increase in real estate taxes was primarily due to the completion of the development of the Auburn Mile shopping center in 2001, resulting in higher assessed valuation and the acquisitions made during the second quarter 2002.

      Depreciation and amortization expense increased $385, or 4.8%, to $8,349 as compared to $7,964 for the six months ended June 30, 2001. Acquisitions during the second quarter contributed $203 to the increase and redevelopment of various properties accounted for the balance of the increase.

      Interest expense decreased $1,027, from $13,393 to $12,366 during the first half of 2002. The 7.7% decrease is the result of lower interest rates, offset by $761 from new mortgages secured by six properties.

      We sold White Lake MarketPlace and Athens Town Center during the first quarter of 2001 for cash of $28,600, resulting in a gain on sale of real estate of approximately $5,300. The proceeds from the sales of the properties were used to reduce debt.

15

      Minority interest decreased to a 19.4% share of income before minority interest of the operating partnership for the six months ended June 30, 2002 from a 29.3% share for the six months ended June 30, 2001. The decrease is the result of the issuance of 4,830,000 common shares during the second quarter of 2002 and the lower income before minority interest for the six months ended June 30, 2002 when compared to June 30, 2001.

      Income from discontinued operations, which consists of operating income for the Hickory Corners shopping center, which was sold on April 10, 2002, decreased $213 or 59.2%. Minimum rents decreased $308 and operating expenses at the Hickory Corners shopping center decreased $67 offset by a $72 increase in lease termination income and other revenue when compared to the six months ended June 30, 2001. The sale of Hickory Corners resulted in a gain on sale of property of approximately $2,164, net of minority interest.

Comparison of Three Months Ended June 30, 2002 to Three Months Ended June 30, 2001

      Total revenues for the three months ended June 30, 2002 were $21,430, a $329 increase over the comparable period in 2001. Minimum rents increased 1.9%, or $273, to $15,022 for the quarter, as compared to $14,749 for the same period in 2001. Acquisitions during the second quarter of 2002 resulted in an increase of $802 in minimum rents, offset by a reduction of $529 related to our redevelopment properties.

      Recoveries from tenants increased $372, or 6.9%, to $5,762 as compared to $5,390 for the same three months in 2001. The increase is primarily due to a higher level of recoverable operating expenses and real estate taxes associated with the Auburn Mile development and the acquisition of five properties during the three months ended June 30, 2002. The overall recovery ratio was 96.5% for the three months ended June 30, 2002, compared to 95.3% for the three months ended June 30, 2001.

      Fees and management income decreased $209 to $229, for the three months ended June 30, 2002 and was attributable to a decrease in leasing and development fees when compared to the same quarter of 2001.

      For the three months ended June 30, 2002, interest and other income decreased $128 to $223, as compared to $351 for the three months ended June 30, 2001. The decrease was primarily due to a reduction in temporary tenant income.

      Total expenses for the three months ended June 30, 2002 increased $558, or 3.0%, to $18,855 as compared to $18,297 for the three months ended June 30, 2001. The increase was due to a $357 increase in general and administrative expenses, a $301 increase in depreciation and amortization expense and a $317 increase in total recoverable expenses, including recoverable operating expenses and real estate taxes, offset by a $380 decrease in interest expense and a $37 decrease in other operating expenses.

      Total recoverable expenses, including recoverable operating expenses and real estate taxes, increased by $317, to $5,970 as compared to $5,653 for the three months ended June 30, 2001. Real estate taxes increased $543 for the three months ended June 30, 2002 when compared to the same period in 2001. The increase in real estate taxes was primarily due to the completion of the development of the Auburn Mile shopping center in 2001, resulting in higher assessed valuation and acquisitions made during the second quarter 2002.

      General and administrative expenses increased $357 to $2,108, as compared to $1,751 for the three months ended June 30, 2001. This increase is principally attributable to a $399 increase in salaries, bonuses and other fringe benefits for the three months ended June 30, 2002.

      Interest expense decreased $380, from $6,436 to $6,056 during the second quarter of 2002. The 5.9% decrease is the result of lower interest rates, offset by an increase of $571 from new mortgages relating to acquisitions and refinancing during the three months ended June 30, 2002.

      Minority interest decreased to a 19.4% share of income before minority interest of the operating partnership for the six months ended June 30, 2002 from a 29.3% share for the six months ended June 30, 2001. The decrease is the result of the issuance of 4,830,000 common shares during the second quarter of 2002 and the lower income before minority interest for the three months ended June 30, 2002 when compared to June 30, 2001.

16

      Income from discontinued operations, which consists of operating income for the Hickory Corners shopping center which was sold on April 10, 2002, decreased $184. Minimum rents and recoveries from tenants decreased $362 and operating expenses at the Hickory Corners shopping center decreased $100 when compared to the three months ended June 30, 2001. The sale of Hickory Corners resulted in a gain on sale of property of $2,164, net of minority interest.

Economic Conditions

      Substantially all of the leases at our properties provide for tenants to pay their pro rata share of operating expenses, including common area maintenance and real estate taxes, thereby reducing our exposure to increases in operating expenses resulting from inflation. Many of the tenants’ leases contain provisions designed to lessen the impact of inflation. Such provisions include the ability to receive percentage rentals based on a tenant’s gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. In addition, many of the leases are for terms of less than ten years, which may enable us to replace existing leases with new leases at a higher base and/or percentage rentals if rents of the existing leases are below the then existing market rate.

      The retail industry has experienced some financial difficulties during the past few years and certain local, regional and national retailers have filed for protection under bankruptcy laws. If this trend should continue, our future earnings performance could be negatively impacted.

Sensitivity Analysis

      We are exposed to interest rate risk on our variable rate debt obligations. Based on our debt and interest rates and the interest rate swap agreements in effect at June 30, 2002, a 100 basis point change in interest rates would affect our earnings and cash flows by approximately $790.

Funds from Operations

      We generally consider funds from operations, also known as “FFO,” an appropriate supplemental measure of our financial performance because it is predicated on cash flow analyses. We have adopted the most recent National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO, which was amended in April 2002. Under the NAREIT definition, FFO represents income before minority interest, excluding extraordinary items, as defined under accounting principles generally accepted in the United States of America, gains on sales of depreciable property, plus real estate related depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures. Our computation of FFO may, however, differ from the methodology for calculating FFO utilized by other real estate companies, and therefore, may not be comparable to these other real estate companies. FFO should not be considered an alternative to net income as an indication of our performance or to cash flows as a measure of liquidity or our ability to pay distributions.

      FFO does not represent cash generated from operating activities in accordance with accounting principles generally accepted in the United States of America and should not be considered an alternative to net income as an indication of our performance or to cash flows from operating activities as a measure of liquidity or our ability to pay distributions. Furthermore, while net income and cash generated from operating, investing and financing activities, determined in accordance with accounting principles generally accepted in the United States of America, consider capital expenditures which have been and will be incurred in the future, the calculations of FFO does not.

17

      The following table illustrates the calculation of FFO for the three months and six months ended June 30, 2002 and 2001:

			Three Months Ended						Six Months Ended
			June 30,						June 30,
			2002			2001			2002			2001
Net Income			$	4,322		$	2,634		$	6,759		$	8,970
Add:
	Depreciation and amortization expense			4,597			4,101			8,569			8,083
	Minority interest in partnership:
		Continuing operations		590			1,032			1,573			3,614
		Discontinued operations		(2	)		74			61			149
Less:
	Discontinued operations, gain on sale of property			(2,164	)		—			(2,164	)		—
	Gain on sale of real estate			—			(195	)		—			(5,212	)
Funds from operations — diluted				7,343			7,646			14,798			15,604
Less:
	Preferred share dividends			—			(838	)		(828	)		(1,666	)
Funds from operations — basic			$	7,343		$	6,808		$	13,970		$	13,938
Weighted average equivalent shares outstanding: (1)
		Basic		13,373			10,047			11,713			10,056
		Diluted		14,674			12,065			13,392			12,067
Supplemental disclosure:
		Straight-line rental income	$	1,090		$	606		$	1,447		$	1,233

(1)  For basic FFO, represents the weighted average total shares outstanding, assuming the redemption of all Operating Partnership Units for Common Shares. For diluted FFO, represents the weighted average total shares outstanding, assuming the redemption of all Operating Partnership Units for Common Shares, the Series A Preferred Shares converted to Common Shares, and the common shares issuable under the treasury stock method upon exercise of stock options.

Capital Expenditures

      During the six months ended June 30, 2002, we spent approximately $1,599 on revenue generating capital expenditures including tenant allowances, leasing commissions paid to third-party brokers, legal costs relative to lease documents, and capitalized leasing and construction costs. These types of costs generate a return through rents from tenants over the term of their leases. Revenue enhancing capital expenditures, including expansions, renovations or repositionings, were approximately $18,135. Revenue neutral capital expenditures, such as roof and parking lot repairs which are anticipated to be recovered from tenants, amounted to approximately $80.

      In addition, during the first six months of 2002, we acquired three shopping centers at an aggregate cost of $45,500, and we assumed debt in the amount of $6,840. We also purchased an additional interest in RPT/INVEST, LLC, an unconsolidated joint venture, at a net cost of $7,887 plus the assumption of $22,000 of debt. As a result of this purchase, we became the 100% owner of two community centers owned by the joint venture.

18

Forward Looking Statements

      This Form 10-Q contains forward-looking statements with respect to the operation of certain of our properties. We believe the expectations reflected in the forward-looking statements made in this document are based on reasonable assumptions. Certain factors could occur that might cause actual results to vary. These include general economic conditions, the strength of key industries in the cities in which our properties are located, the performance of tenants at our properties and elsewhere, and other factors discussed in this report and other reports we have filed with the Securities and Exchange Commission.

PART II — OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

      The Annual Meeting of Shareholders of the Company was held on June 6, 2002. At the Annual Meeting, Selwyn Isakow, Arthur H. Goldberg and Mark K. Rosenfeld were re-elected as trustees of the Company to serve until the 2005 Annual Meeting of Shareholders or until their successors are elected and qualified. The following votes were cast for or were withheld from voting with respect to the election of each of the following persons:

	Votes		Authority
Name	For		Withheld
Selwyn Isakow		7,565,477		54,606
Arthur H. Goldberg		7,365,066		255,017
Mark K. Rosenfeld		7,565,477		54,606

      There were no broker non-votes or abstentions in connection with the election of the trustees at the Annual Meeting.

      The following votes were cast for, against or withheld regarding the ratification of Deloitte & Touche LLP as the independent auditors for the Company for the fiscal year commencing January 1, 2002:

For	Against		Abstain
7,194,390		400,739		24,954

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

      See Exhibit Index immediately preceding the exhibits.

(b) Reports on Form 8-K

      Not applicable

19

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.

		RAMCO-GERSHENSON PROPERTIES TRUST
Date: August 2, 2002	By:	/s/ DENNIS E. GERSHENSON Dennis E. Gershenson President and Trustee (Chief Executive Officer)
Date: August 2, 2002	By:	/s/ RICHARD J. SMITH Richard J. Smith Chief Financial Officer (Principal Accounting Officer)

20

EXHIBIT INDEX

Exhibit No.		Description
	10.43	Mortgage and Security Agreement, dated April 17, 2002 in the principal amount of $13,000,000 between Ramco-Gershenson Properties, L.P. and Nationwide Life Insurance Company.
	10.44	Assumption and Modification Agreement of a secured note dated May 16, 2002 between Phoenix Life Insurance Company, Horizon Village Associates and Ramco-Gershenson Properties, L.P. in the amount of $6,840,672.
	10.45	Mortgage dated June XX, 2002 between Ramco and Key Bank relating to a $10,273,000 loan.
	10.46	Promissory Note dated June XX, 2002 in the principal amount of $10,272,000 made by Ramco in favor of Key Bank.
	10.47	Purchase and Sale Agreement, dated May 21, 2002 between Ramco-Gershenson Properties, L.P. and Shop Invest, LLC.
	99.1	Certification pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

21