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): March 25, 2009

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:

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 (17 CFR 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 7.01 Regulation FD Disclosure.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1
EX-99.2

Item 7.01 Regulation FD Disclosure.

On March 25, 2009, the Trust issued the Press Release attached hereto as Exhibit 99.1. Such press release related to the Trust’s determination to review strategic and financial alternatives and adoption of a shareholder rights plan; such press release also referred to a letter received by the Trust from Equity One, Inc. A copy of that letter is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1	Press Release dated March 25, 2009.
99.2	Letter from Equity One, Inc.

2

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: March 25, 2009	By:	/s/ Richard J. Smith
		Richard J. Smith
		Chief Financial Officer

3

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated March 25, 2009.
99.2	Letter from Equity One, Inc.

4

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

RAMCO-GERSHENSON ANNOUNCES INTENTION TO REVIEW STRATEGIC
AND FINANCIAL ALTERNATIVES AND ADOPTION OF
LIMITED DURATION SHAREHOLDER RIGHTS PLAN

FARMINGTON HILLS, Mich., March 25, 2009— Ramco-Gershenson Properties Trust (NYSE:RPT) announced today that it is undertaking a review of potential strategic and financial alternatives to enhance shareholder value. The range of alternatives which may be considered includes potential financing and restructuring transactions, assets sales, and strategic transactions with third parties. Merrill Lynch & Co., the Company’s financial advisor, has been requested to assist in this process.

Ramco-Gershenson noted that it has received indications of interest from third parties regarding certain potential transactions, including a letter from Equity One, Inc., a copy of which is included as an exhibit to the Company’s recently filed current report on Form 8-K. In light of the decision of the Board of Trustees of the Company to undertake a review of alternatives, and potential conflicts between the interests of Equity One and the interests of the shareholders of the Company generally, the Board of Trustees determined to take no action at this time in respect of the requests contained in Equity One’s letter regarding board representation, access to confidential information, and the waiver of the ownership limitation prescribed in Ramco-Gershenson’s Declaration of Trust.

The Company intends to complete its review of potential alternatives as promptly as practicable. However, there can be no assurances that any particular alternative will be pursued or that any transaction will occur, or on what terms. The Company does not plan to release additional information about the status of its review until the review process is completed or terminated.

In order to protect the interests of all Ramco-Gershenson shareholders during its review, the Board of Trustees has adopted a limited duration shareholder rights plan, pursuant to which a dividend distribution of one preferred share purchase right will be made for each outstanding common share. The rights will not be exercisable unless a person or group becomes, or launches a tender offer to become, the beneficial owner of 15% or more of the Company’s outstanding common shares (including derivative positions), subject to certain exceptions.

Each right will entitle shareholders to buy one one-thousandth of a share of a new series of junior participating preferred shares at a purchase price of $30, subject to adjustment. The distribution will be made on or after April 10, 2009, payable to shareholders of record as of the close of business on that date, and is not taxable to shareholders.

If a person or group acquires 15% or more of the Company’s outstanding common shares, the rights plan will entitle the Company’s shareholders, other than the acquirer, to purchase for each common share owned, common shares of the Company having a market value of twice the purchase price. The rights under the rights plan are not transferable unless the rights have become exercisable. Once triggered, the rights may be sold by shareholders (other than the acquirer).

The Board of Trustees of the Company may redeem the rights for $0.001 per right at any time prior to the time when the rights become exercisable. Unless the rights plan is extended, it will expire on March 25, 2010.

RAMCO-GERSHENSON PROPERTIES TRUST
ADD 1

Further details concerning the rights plan will be contained in a Form 8-K to be filed with the Securities and Exchange Commission by the Company.

About Ramco-Gershenson Properties Trust

Ramco-Gershenson Properties Trust, headquartered in Farmington Hills, Michigan, 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. The Trust owns interests in 89 shopping centers totaling approximately 20.1 million square feet of gross leasable area in Michigan, Florida, Georgia, Ohio, Wisconsin, Tennessee, Indiana, New Jersey, Virginia, South Carolina, North Carolina, Maryland and Illinois. For additional information regarding Ramco-Gershenson Properties Trust visit the Trust’s website at www.rgpt.com.

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 press release 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.

Media Contact:
Dawn Hendershot, Director of Investor Relations and Corporate Communications
PHONE:	(248) 592-6202
Company Officers:
Dennis Gershenson, President & Chief Executive Officer
Richard Smith, Chief Financial Officer
PHONE:	(248) 350-9900
FAX:	(248) 350-9925

*******

EX-99.2

Exhibit 99.2

March 20, 2009

Mr. Dennis E. Gershenson
Chairman, President, and Chief Executive Officer
Ramco-Gershenson Properties Trust
31500 Northwestern Highway
Farmington Hills, MI 48334

Dear Dennis,

Thank you for meeting with us on Wednesday, March 18, 2009. As you know, Equity One, Inc. (“Equity One”) recently made a significant investment in the common shares of beneficial interest of Ramco-Gershenson Properties Trust (“RPT”). As of the date of this letter, Equity One beneficially owns 1,790,000 common shares of beneficial interest, or approximately 9.63% of the outstanding shares, as set forth in our Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2009. As owners and operators of neighborhood and community shopping centers, Equity One and RPT have common interests and would benefit from developing a closer business relationship. We appreciate you discussing your plans for RPT’s business and our possible participation on its board and acquisition of additional RPT shares. Following our meeting, we have also considered the possibility of a business combination between our two companies.

As a significant investor in RPT, we are also naturally focused on steps that might be taken to improve RPT’s financial condition and maximize shareholder value. We note that RPT has a current equity market capitalization of less than $100 million and a debt-to-total market capitalization of approximately 83.3% (as of 12/31/08). Moreover, RPT’s total shareholder return (based on its closing stock price on 3/19/09) has underperformed the SNL US REIT Retail Shopping Center index by 860 basis points, 1200 basis points, 2600 basis points and 6570 basis points over the last 1-, 3-, 5- and 10-year periods, respectively. In addition, RPT has little remaining availability under its $150 million credit facility and has material future funding needs due to short-term debt maturities and development projects currently underway. These matters should be of concern to all RPT shareholders, particularly in light of the ongoing disruptions in the credit market and the current economic environment.

We believe it would be in the best interests of all RPT shareholders for RPT to promptly undertake an exploration of strategic alternatives to its current business plan, including a possible

1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 • Tel 305-947-1664 • Fax 305-947-1734
Offices in: California • Florida • Georgia • Massachusetts • New York
www.equityone.net

March 20, 2009
Page 2 of 4

business combination with a strategic partner. We believe that such a transaction would deliver an immediate benefit to all RPT shareholders and, in the case of a stock transaction with the right partner, would allow RPT shareholders to participate in the upside of a larger combined business with greater efficiencies and maximize returns in any market environment. Some of the benefits that might result from a business combination with a larger strategic partner include:

• a combined company with reduced overall leverage;

• enhanced credit-worthiness of the combined enterprise, resulting in a lower cost of capital;

• a larger equity market capitalization and, accordingly, a more active trading market for the combined company’s securities;

• greater tenant and operational diversity; and

• significant opportunities for revenue and expense synergies.

In this regard, we note that Equity One may be the optimal partner for a business combination with RPT. Equity One and RPT have overlapping footprints in many of our markets and, by achieving operational synergies across a combined portfolio, Equity One and RPT would benefit from a more efficient leasing and property management platform in these markets. Equity One has an exceptional operating and performance record, with its total shareholder return (based on its closing stock price on 3/19/09) outperforming the SNL US REIT Retail Shopping Center index by 1720 basis points, 2590 basis points, 3250 basis points and 13800 basis points over the last 1-, 3-, 5- and 10-year periods, respectively. Furthermore, Equity One has one of the strongest balance sheets in the shopping center sector, with a current equity market capitalization of approximately $1 billion and a debt-to-total capitalization ratio of approximately 43.9% (as of 12/31/08). Equity One also carries investment grade debt ratings from S&P and Moody’s.

Of course, we recognize that if RPT undertakes to explore strategic alternatives to its current business plan, it may be best served by conducting a process either before or after its enters into a definitive merger agreement whereby other companies would also be considered as possible partners in a business combination transaction.

There are several additional matters we wanted to bring to your attention in connection with Equity One’s investment in RPT:

1. As a significant shareholder in RPT, we respectfully request that Equity One be afforded minority representation on RPT’s Board of Trustees in the form of two members on the current seven-member Board. We would appreciate your agreement to work with us in selecting RPT’s nominees for election as Class III trustees in RPT’s proxy statement to be mailed to RPT shareholders in advance of the June 2009 annual general meeting.

1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 • Tel 305-947-1664 • Fax 305-947-1734
Offices in: California • Florida • Georgia • Massachusetts • New York
www.equityone.net

March 20, 2009
Page 3 of 4

Please note that if we are unable to agree on the nominees to be included in RPT’s annual proxy statement, we intend to exercise our right to propose two nominees for election as Class III trustees in an independent proxy statement mailed directly to RPT’s shareholders in advance of the meeting. In that case, we would provide RPT with complete details on our nominees in compliance with the requirements of RPT’s bylaws and applicable law.

2.

We have already conducted extensive due diligence on RPT, including visits to its properties and a review of the information filed by RPT in its periodic reports, proxy statements and other filings made with the SEC, in addition to other sources of publicly available information with respect to RPT. However, we note that there is potentially material information that we, along with all other shareholders, do not have access to because it has not been filed or furnished with RPT’s SEC reports. This information includes:

• the limited partnership agreement of Ramco-Gershenson Properties, L.P.;

• information with respect to any cross-collateralization provisions under any of RPT’s existing mortgage debt (other than as already filed/disclosed);

• information with respect to any material mortgages (other than the note relating to Ramco Jacksonville LLC); and

• information with respect to cost and expenses to be incurred in connection with a change in control (other than as already disclosed in RPT’s 2008 definitive proxy statement).

Your assistance in making these documents and/or material information publicly available to all RPT shareholders as soon as possible would be greatly appreciated.

3.

In addition, as noted above, Equity One currently beneficially owns approximately 9.63% of RPT’s outstanding common shares of beneficial interest. As you know, RPT’s declaration of trust restricts any person from beneficially owning in excess of 9.8% of the outstanding shares, absent a waiver from RPT’s Board of Trustees. We are optimistic about the value we can add to the business of RPT and, therefore, would like to be able to continue to transact with respect to RPT shares in compliance with RPT’s declaration of trust. Accordingly, we hereby request that the RPT’s Board of Trustees grant a waiver of the ownership limit to Equity One (including its affiliates and transferees) pursuant to Section 7.2.7 of RPT’s declaration of trust. Counsel has advised us that granting the waiver to Equity One would not prevent the continued qualification of RPT as a real estate investment trust under applicable law and related rules and regulations. We would like to formalize this waiver as soon as possible.

1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 • Tel 305-947-1664 • Fax 305-947-1734
Offices in: California • Florida • Georgia • Massachusetts • New York
www.equityone.net

March 20, 2009
Page 4 of 4

We look forward to working with you and RPT to improve the prospects of RPT’s business for all shareholders.

Very truly yours,


Equity One, Inc.
 

 

Jeffrey S. Olson  

Chief Executive Officer 

1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 • Tel 305-947-1664 • Fax 305-947-1734
Offices in: California • Florida • Georgia • Massachusetts • New York
www.equityone.net