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): November 19, 2004

RAMCO-GERSHENSON PROPERTIES TRUST

(Exact name of registrant as specified in its Charter)

Maryland	1-10093	13-6908486
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

Not applicable
(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 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Press Release, Dated November 24, 2004

Item 1.01 Entry into a Material Definitive Agreement.

     On November 19, 2004, Ramco-Gershenson Properties, L.P. (“Ramco”), the operating partnership of Ramco-Gershenson Properties Trust (the “Trust”) and of which the Trust is the general partner, entered into Purchase and Sale Agreements (the “Purchase Agreements”) with the sellers set forth below (the “Sellers”) and the owners of the Sellers with respect to the acquisition by Ramco or affiliated entities of the seven community shopping centers listed below (the “Centers”).

Seller	Name of Center
Marketplace of Delray, Ltd.	Marketplace of Delray
Oriole Plaza, L.L.C.	Village of Oriole Plaza
Vista Plaza Ltd.	Vista Plaza
Sleepy Hill 98 LLC	Village Plaza
Stuart Retail Partners	Martin Square
SRG/Treasure I Limited Partnership	Treasure Coast Commons
West Broward Retail Partners Limited Partnership	West Broward Shopping Center

     The location and aggregate square footage of the Centers are set forth in the table below:

Center	Location	Square Feet
Marketplace of Delray	Delray Beach, Florida		247,023
Village of Oriole Plaza	Delray Beach, Florida		155,752
Vista Plaza	Jenson Beach, Florida		109,728
Village Plaza	Lakeland, Florida		135,000
Martin Square	Stuart, Florida		333,356
Treasure Coast Commons	Jenson Beach, Florida		92,979
West Broward Shopping Center	Plantation, Florida		155,809

     The aggregate purchase price for the Centers is to consist of a cash payment by Ramco to the Sellers of approximately $83.8 million and the assumption of existing debt for four of the Centers of approximately $54.5 million in the aggregate.

     The purchase of the Centers under the Purchase Agreements is subject to obtaining lender consents and satisfactory estoppel letters from tenants. In connection with the execution of the Purchase Agreements, Ramco paid a deposit of approximately $2.8 million to the Sellers which will be applied to the purchase price. The acquisitions of the Centers may be completed separately, and if Ramco elects to terminate the Purchase Agreements with respect to one or more Centers, the Sellers may elect to terminate the Purchase Agreements for all, but not less

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than all, of the Centers which have not been acquired by Ramco as of the time of such termination.

     The Purchase Agreements contain customary representations and warranties and customary indemnification provisions. The performance of the Sellers’ indemnification obligations under the Purchase Agreements is guaranteed by a management company affiliated with the Sellers.

     There are no material relationships between Ramco and the Sellers. Ramco provides no assurance that it will complete the purchase of the Centers under the Purchase Agreements. Ramco may assign its rights to purchase the Centers to joint ventures in which Ramco may not own a majority of the ownership interests and which may be accounted for by the Trust under the equity method.

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

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

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

Exhibit	Description
99.1	Press release, dated November 24, 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: November 24, 2004	By:	/s/ Dennis Gershenson
		Dennis Gershenson
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release, dated November 24, 2004, issued by Ramco-Gershenson Properties Trust

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EX-99.1

Exhibit 99.1

Ramco-Gershenson Properties Trust
31500 Northwestern Highway, Suite 300
Farmington Hills, MI 48334
(248) 350-9900
FAX: (248) 350-9925
NYSE: RPT

Contact:	Dennis Gershenson, President & CEO or Richard Smith, CFO	FOR IMMEDIATE RELEASE
PHONE:	(248) 350-9900
FAX:	(248) 350-9925

RAMCO-GERSHENSON AGREES TO PURCHASE
SEVEN FLORIDA SHOPPING CENTERS

FARMINGTON HILLS, Mich., November 24, 2004— Ramco-Gershenson Properties Trust (NYSE:RPT) announced today that it has entered into an agreement to purchase seven Florida shopping centers totaling approximately 1.2 million square feet with an aggregate value of $138.3 million. The Company expects to close on three of the assets, which are unencumbered, during the fourth quarter of 2004. The other shopping centers will be acquired in the first quarter of 2005 as the Company secures lender approval on the existing financing. The completion of the transaction is also subject to due diligence and standard closing conditions. In addition to assuming $54.5 million in debt, the Company plans to fund the remainder of the transaction through a variety of sources, which may include the formation of an off-balance sheet joint venture.

The shopping centers include Treasure Coast Commons (92,979 square feet) in Jensen Beach, Vista Plaza (109,728 square feet) in Jensen Beach, Martin Square (333,356 square feet) in Stuart, Marketplace of Delray (247,023 square feet) in Delray Beach, Village of Oriole Plaza (155,752 square feet) in Delray Beach, West Broward Shopping Center (155,809 square feet) in Plantation and Village Plaza (135,000 square feet) in Lakeland. Major tenants include: Bed, Bath & Beyond, Barnes & Noble, Circuit City, Michaels, Publix, Staples, The Sports Authority and Winn Dixie.

“We are very pleased to announce these pending acquisitions. The majority of the seven shopping centers are located in demographically strong trade areas with significant barriers to entry. The centers will complement our existing Florida portfolio and will allow us to capitalize on operating efficiencies and leasing synergies”, said Dennis Gershenson, President and Chief Executive Officer. “The Company is pursuing a number of alternative forms of financing for the acquisition, including an off-balance sheet joint venture, which will allow us to leverage our capital to produce a significant shareholder return.”

Ramco-Gershenson Properties Trust has a portfolio of 70 shopping centers totaling approximately 15.0 million square feet of gross leasable area, consisting of 69 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 Farmington 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

RAMCO-GERSHENSON PROPERTIES TRUST
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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 at www.rgpt.com

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