8-K

UNITED STATES
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): September 9, 2004

RAMCO-GERSHENSON PROPERTIES TRUST

(Exact name of registrant as specified in its Charter)

Maryland	1-10093	13-6908486
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan	48334
(Address of principal executive offices)	(Zip Code)

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

27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.01 Completion of Acquisition or Disposition of Assets.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Press Release Dated September 9, 2004

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On September 9, 2004, Ramco Development, LLC (“Ramco”), a subsidiary of Ramco-Gershenson Properties Trust (the “Trust”), acquired all of the membership interests in Boca Mission, LLC and Linton Delray LLC (collectively, the “Center Owners”) from NWC Glades 441, Inc., Diversified Invest II, LLC, Delray Retail, Inc., and Diversified Invest III, LLC (collectively, the “Sellers”). The Center Owners own certain improved real property commonly known as Mission Bay Plaza and Plaza at Delray, respectively (collectively, the “Centers”). The acquisition was made pursuant to the terms of a Contract of Sale and Purchase (the “Purchase Agreement”) between Ramco and the Sellers.

     Mission Bay Plaza is a 272,231 square foot community shopping center located on the northwest corner of US Highway 441 (State Road 7) and Glades Road, in Boca Raton, Florida. The center is anchored by a 64,000 square foot Albertsons, a 42,000 square foot Toys ‘R’ Us, a 32,000 square foot L.A. Fitness and a 22,000 square foot OfficeMax. Five outlots are also included in the assets owned by Boca Mission, LLC. Plaza at Delray is a 331,496 square foot community shopping center located on the northwest corner of Federal Highway (US Highway 1) and Linton Boulevard. The center is anchored by a 39,000 square foot Publix Supermarket, a 30,000 square foot Linens ‘N Things, a 27,000 square foot Marshalls, a 55,000 square foot Regal Cinemas, a 20,000 square foot Staples and a 20,000 square foot Books-A-Million. Linton Delray LLC also owns four outlots adjacent to this center.

     The purchase price for the membership interests in the Center Owners consisted of a cash payment by Ramco to Sellers of approximately $43 million, and the Centers are subject to existing debt of approximately $84 million. The acquisition was financed by the proceeds of the Trust’s convertible preferred share offering in the second quarter of 2004 and borrowings under the Trust’s existing credit facilities.

     A copy of the press release issued by the Trust announcing the consummation of the acquisition is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

     The financial statements required by Item 9.01(a) are not included herein and will be filed by amendment to this Form 8-K within 71 calendar days after the date that the initial report on Form 8-K with respect to the item reported under Item 2.01 above must be filed.

(b) Pro forma financial information.

     The financial information required by Item 9.01(b) is not included herein and will be filed by amendment to this Form 8-K within 71 calendar days after the date that the initial report on Form 8-K with respect to the item reported under Item 2.01 above must be filed.

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(c) Exhibits.

     The following exhibit is filed with this Form 8-K:

Exhibit	Description
99.1	Press release, dated September 9, 2004, issued by Ramco-Gershenson Properties Trust

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SIGNATURES

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

	RAMCO-GERSHENSON PROPERTIES TRUST
Date: October 21, 2004	By:	/s/ Richard J. Smith
		Richard J. Smith
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release, dated September 9, 2004, issued by Ramco-Gershenson Properties Trust

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EX-99.1

Exhibit 99.1

Ramco-Gershenson Announces the Acquisition of Two Grocery Anchored Shopping Centers in Palm Beach County, Florida.

FARMINGTON HILLS, Mich. — (BUSINESS WIRE) — Sept. 9, 2004 — Ramco-Gershenson Properties Trust (NYSE: RPT) announced today the acquisition of two grocery anchored community shopping centers in Palm Beach County, Florida. Both centers are located in close proximity to a number of shopping centers currently owned by the Company.

• Plaza at Delray in Delray Beach, Florida is a 331,496 square foot community center located on the northwest corner of Federal Highway (US Highway 1) and Linton Boulevard. The center is anchored by a 39,000 Publix Supermarket, a 30,000 square foot Linens ‘N Things, a 27,000 square foot Marshalls, a 55,000 square foot Regal Cinemas and a 20,000 square foot Books-A-Million. Four outlots are also included in the purchase. The average household income for the trade area is $87,815 with a population base of 140,388.

• Mission Bay Plaza in Boca Raton, Florida is a 272,231 square foot community shopping center located on the northwest corner of US Highway 441 (State Road 7) and Glades Road. The center is anchored by a 64,000 square foot Albertsons, a 42,000 square foot Toys ‘R’ Us, a 32,000 square foot L.A. Fitness and a 22,000 square foot OfficeMax. Three outlots are also included in the purchase. The average household income for the trade area is $97,600 with a population base of 186,818.

“The acquisition of Plaza at Delray and Mission Bay enhances our presence on the Gold Coast of Florida and completes the purchase of four shopping centers announced as part of our Convertible Preferred Offering in June. They also represent a strategic fit within our existing portfolio,” said Dennis Gershenson, President and Chief Executive Officer. “Both of the shopping centers are well located, solid performing assets and are part of demographically strong markets. In addition to being anchored by a successful grocer, each center is complemented by a broad range of national and regional retailers.”

Ramco-Gershenson Properties Trust has a portfolio of 69 shopping centers totaling approximately 14.7 million square feet of gross leasable area, consisting of 68 community centers and one enclosed regional mall. The Company’s centers are located in Michigan, Ohio, Indiana, Wisconsin, New Jersey, Maryland, Virginia, North Carolina, South Carolina, Tennessee, Georgia, Alabama and Florida. Headquartered in Farming Hills, Michigan, the Company is a fully integrated, self-administered, publicly-traded real estate investment trust (REIT) which owns, develops, acquires, manages and leases community shopping centers, regional malls and single tenant retail properties, nationally.

This press release contains forward-looking statements with respect to the operation of certain of the Trust’s properties. Management of Ramco-Gershenson believes 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 the Trust’s properties are located, the performance of the Trust’s tenants at the Trust’s properties and elsewhere, and other factors discussed in the Trust’s reports filed with the Securities and Exchange Commission.

For further information on Ramco-Gershenson Properties Trust visit the Company’s Website @ www.rgpt.com.

CONTACT: Ramco-Gershenson Properties Trust, Farmington Hills
Dennis Gershenson or Richard Smith, 248-350-9900
Fax: 248-350-9925

SOURCE: Ramco-Gershenson Properties Trust