-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ChafDhSh8hneP842/6Tscu96RqatwTKt5koSVR5yX7WYCDtP1tr8iYzK8AbXBzf0 m3b0ePhVQpz4FJkwTMTwcQ== 0000950124-04-002559.txt : 20040526 0000950124-04-002559.hdr.sgml : 20040526 20040525182657 ACCESSION NUMBER: 0000950124-04-002559 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAMCO GERSHENSON PROPERTIES TRUST CENTRAL INDEX KEY: 0000842183 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 136908486 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10093 FILM NUMBER: 04830815 BUSINESS ADDRESS: STREET 1: 27600 NORTHWESTERN HWY STREET 2: SUITE 200 CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483509900 MAIL ADDRESS: STREET 1: 27600 NORTHWESTERN HWY STREET 2: SUITE 200 CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: RPS REALTY TRUST DATE OF NAME CHANGE: 19920703 10-K/A 1 k85832e10vkza.htm AMENDMENT TO ANNUAL REPORT DATED 12/31/03 e10vkza
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
________________

Form 10-K/A

Amendment No.1
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

OR

     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 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
(State or Other Jurisdiction of
Incorporation or Organization) 		  13-6908486
(I.R.S. Employer
Identification No.)
     
27600 Northwestern Highway
Southfield, Michigan
(Address of Principal Executive Offices) 		  48034
(zip code)

Registrant’s telephone number, including area code: 248-350-9900

Securities Registered Pursuant to Section 12(b) of the Act:

     
    Name of Each Exchange
Title of Each Class
   On Which Registered
Common Shares of Beneficial Interest,
  New York Stock Exchange
$0.01 Par Value Per Share
    
Series B Cumulative Preferred Shares
    
$0.01 Par Value Per Share
  New York Stock Exchange

Securities Registered Pursuant to Section 12 (g) of the Act: None

     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. Yesþ Noo

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o

     Indicate by check mark whether the registrant is an accelerated filer ( as defined in Rule 12b-2 of the Act). Yesþ Noo

     The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recent completed second fiscal quarter was $337,071,570.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

16,794,591 common shares outstanding as of March 11, 2004.

DOCUMENT INCORPORATED BY REFERENCE

     Portions of the 2004 Ramco-Gershenson Properties Trust Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the end of the year covered by this Form 10-K with respect to the annual meeting of shareholders to be held on June 10, 2004 are incorporated by reference into Part III.

Website access to Company’s Reports

     Ramco-Gershenson Properties Trust website address is www.ramco-gershenson.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15 (d) of the Exchange Act are available free of charge through our website as soon as reasonably possible after they are electronically filed with, or furnished to, the Securities and Exchange Commission.

 

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Securities Registered Pursuant to Section 12 (g) of the Act: None
Explanatory Note
SIGNATURES
EXHIBIT INDEX
Computation of Ratio of Earnings
Section 302 Certification of CEO
Section 302 Certification of CFO
Section 906 Certification
Section 906 Certification

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Explanatory Note

     This Amendment No.1 to the registrant’s annual report on Form 10-K for the year ended December 31, 2003 is being filed pursuant to Rule 12b-15 for the sole purpose of correcting Exhibit 12.1, Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. As originally filed, the ratios reflected in Exhibit 12.1 included income from discontinued operations in Income before Minority Interests and gain on sale of real estate related to discontinued operations. Accordingly, Exhibit 12.1 is restated in its entirety to exclude discontinued operations. All information in this Amendment No.1 is as of December 31, 2003 and does not reflect any subsequent information or events other than the changes referred to above.

 

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     
  Ramco-Gershenson Properties Trust
 
    
Dated: May 24, 2004
  By: /s/ Richard J. Smith
 
 
  Richard J. Smith,
  Chief Financial Officer

 

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EXHIBIT INDEX

     
EXHIBIT NO.
   DESCRIPTION
EX-12.1
  Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
 
EX-31.1
  Certification of Chief Executive Officer pursuant to Section 302
 
EX-31.2
  Certification of Chief Financial Officer pursuant to Section 302
 
EX-32.1
  Certification pursuant to 18 U.S.C. Section 1350, as adopted
  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
EX-32.2
  Certification pursuant to 18 U.S.C. Section 1350, as adopted
  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

EX-12.1 2 k85832exv12w1.txt COMPUTATION OF RATIO OF EARNINGS EXHIBIT 12.1 COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (In thousands, except ratio data)
Year ended December 31, -------------------------------------------------------------- 2003 2002 2001 2000 1999 -------------------------------------------------------------- Income Before Minority Interests $12,058 $10,990 $18,396 $16,731 $15,545 Add: Distributed Income of Equity Investees 656 719 803 302 287 Fixed Charges and Preferred Dividends Excluding 31,947 27,724 29,866 31,289 28,983 Capitalized Interest Amortization of Capitalized Interest 111 79 53 39 8 Equity in Loss of Equity Investees - - - - 204 Deduct: Gain on Sale of Real Estate (263) - (5,550) (3,795) (974) Preferred Dividends (2,375) (1,151) (3,360) (3,360) (3,407) Equity in Earnings of Equity Investees (252) (790) (813) (198) - ------------ ----------- ----------- ---------- ---------- $41,882 $37,571 $39,395 $41,008 $40,646 ============ =========== =========== ========== ========== Fixed Charges: Interest Expense including Amortization of Debt Costs $29,432 $26,429 $26,332 $27,756 $25,421 Capitalized Interest 586 1,243 348 1,310 1,694 Interest Factor in Rental Expense 140 144 174 173 155 ------------ ----------- ----------- ---------- ---------- Total Fixed Charges $30,158 $27,816 $26,854 $29,239 $27,270 Preferred Stock Dividends 2,375 1,151 3,360 3,360 3,407 ------------ ----------- ----------- ---------- ---------- Total Fixed Charges and Preferred Dividends $32,533 $28,967 $30,214 $32,599 $30,677 ============ =========== =========== ========== ========== Ratio of Earnings to Combined Fixed Charges 1.4 1.4 1.5 1.4 1.5 Ratio of Earnings to Combined Fixed Charges and Preferred 1.3 1.3 1.3 1.3 1.3 Dividends
EX-31.1 3 k85832exv31w1.txt SECTION 302 CERTIFICATION OF CEO EXHIBIT 31.1 CERTIFICATIONS CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, Dennis E. Gershenson, certify that: 1. I have reviewed this annual report on Form 10-K, as amended, of Ramco-Gershenson Properties Trust; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based upon such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of trustees (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 24, 2004 /s/ Dennis E. Gershenson ----------------------------------- Dennis E. Gershenson President and Chief Executive Officer EX-31.2 4 k85832exv31w2.txt SECTION 302 CERTIFICATION OF CFO EXHIBIT 31.2 CERTIFICATIONS CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Richard J. Smith, certify that: 1. I have reviewed this annual report on Form 10-K, as amended, of Ramco-Gershenson Properties Trust; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based upon such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of trustees (or persons performing the equivalent function): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 24, 2004 /s/ Richard J. Smith ----------------------------- Richard J. Smith Chief Financial Officer EX-32.1 5 k85832exv32w1.txt SECTION 906 CERTIFICATION EXHIBIT 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 I, Dennis E. Gershenson, President and Chief Executive Officer of Ramco-Gershenson Properties Trust (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: 1. The Annual Report on Form 10-K of the Company, as amended, for the period ended December 31, 2003 (the "Report') which this certification accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Dennis E. Gershenson --------------------------------- Dennis E. Gershenson President and Chief Executive Officer May 24, 2004 EX-32.2 6 k85832exv32w2.txt SECTION 906 CERTIFICATION EXHIBIT 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 I, Richard J. Smith, Chief Financial Officer Ramco-Gershenson Properties Trust (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: 1. The Annual Report on Form 10-K of the Company, as amended, for the period ended December 31, 2003 (the "Report') which this certification accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Richard J. Smith ------------------------------- Richard J. Smith Chief Financial Officer May 24, 2004 -----END PRIVACY-ENHANCED MESSAGE-----