-----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, MXVC5eiPgv24uVcYYjvo+NR6cLSrBmCo0cZaWEPMGz/zhHnW59ylmvnZgUNvViCm /Ffcp1lnB6htCuwOh2eqsg== 0001157523-06-001639.txt : 20060215 0001157523-06-001639.hdr.sgml : 20060215 20060215171113 ACCESSION NUMBER: 0001157523-06-001639 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060215 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060215 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: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10093 FILM NUMBER: 06622647 BUSINESS ADDRESS: STREET 1: 31500 NORTHWESTERN HWY STREET 2: SUITE 300 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 2483509900 MAIL ADDRESS: STREET 1: 31500 NORTHWESTERN HWY STREET 2: SUITE 300 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 FORMER COMPANY: FORMER CONFORMED NAME: RPS REALTY TRUST DATE OF NAME CHANGE: 19920703 8-K 1 a5081899.txt RAMCO-GERSHENSON PROPERTIES TRUST 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): February 15, 2006 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 --------------------- 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On February 15, 2006, Ramco-Gershenson Properties Trust (the "Trust") issued a press release with respect to its results of operation and financial condition for the three months and year ended December 31, 2005. A copy of such press release is filed herewith as Exhibit 99.1. The information under this caption is furnished by the Trust in accordance with Securities and Exchange Commission Release No. 33-8219. 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 February 15, 2006, issued by Ramco-Gershenson Properties Trust 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: February 15, 2006 By: /s/ Richard J. Smith ----------------------------- Richard J. Smith Chief Financial Officer 3 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release, dated February 15, 2006, issued by Ramco-Gershenson Properties Trust 4 EX-99.1 2 a5081899ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Ramco-Gershenson Properties Trust Reports Results for Fourth Quarter and Year-End 2005 FARMINGTON HILLS, Mich.--(BUSINESS WIRE)--Feb. 15, 2006-- Ramco-Gershenson Properties Trust (NYSE:RPT) announced today results for the fourth quarter and twelve months ended December 31, 2005. Financial Information for Fourth Quarter 2005: -- Diluted FFO per share of $0.60 -- Diluted FFO of $11.8 million -- Total revenues of $35.4 million -- Diluted EPS of $0.18 -- Quarterly dividend of $0.4375 per common share Financial Information for Year-End 2005: -- Diluted FFO per share of $2.42, a 16.9% increase over last year -- Diluted FFO of $47.9 million, a 15.7% increase over last year -- Total revenues of $141.6 million, a 15.4% increase over last year -- Diluted EPS of $0.70, a 16.7% increase over last year -- Annual dividend of $1.75 per common share Company Highlights in 2005: -- Acquired 9 shopping centers for Joint Venture with ING Clarion completing over $378 million of the $450 million venture commitment -- Signed six anchor leases for the River City Marketplace development in Jacksonville, Florida -- Commenced the development of Rossford Pointe in Rossford, Ohio and The Shoppes of Fairlane Meadows in Dearborn, Michigan -- Entered into new $250 million unsecured credit facility -- Refinanced $99 million of high interest rate long term debt -- Replaced vacant Kmart with Home Depot in Taylor, Michigan -- Raised annual dividend over 4.0% to $1.75 per share -- Won Master Planning Award for River City Marketplace Development in Jacksonville, Florida -- Opened 105 new non-anchor and 8 new anchor stores -- Renewed 144 non-anchor leases, at an average increase of 4.2% over prior rental rates -- Increased overall average portfolio base rental rates to $9.55, compared to $8.83 in 2004 -- Portfolio occupancy of 93.7%, up from 92.9% in 2004 Financial Results For the three months ended December 31, 2005, diluted Funds from Operations (FFO) decreased 3.3% or $0.4 million to a total of $11.8 million compared with $12.2 million for the three months ended December 31, 2004. On a per share basis, diluted FFO decreased 1.6%, or $0.01, to $0.60 in the fourth quarter of 2005, compared with $0.61 in the fourth quarter of 2004. Total revenues for the three months ended December 31, 2005, increased 2.3% or $.8 million, to a total of $35.4 million, compared with $34.6 million in 2004. Net income decreased 17.9% or $1.0 million to a total of $4.6 million, compared with $5.6 million in 2004. Diluted earnings per share decreased $0.06, to $0.18, compared to $0.24 in 2004. For the twelve months ended December 31, 2005, diluted FFO increased 15.7% or $6.5 million to a total of $47.9 million compared with $41.4 million for the twelve months ended December 31, 2004. On a per share basis, diluted FFO increased 16.9% or $0.35 to $2.42 in 2005 compared with $2.07 in 2004. Total revenues for the twelve months ended December 31, 2005, increased 15.4% or $18.9 million, to a total of $141.6 million compared with $122.7 million in 2004. Net income increased 22.5% or $3.4 million to a total of $18.5 million, compared with $15.1 million in 2004. Diluted earnings per share increased 16.7%, or $0.10, to $0.70, compared to $0.60 in 2004. "2005 was one of our busiest years to date. We met our key financial objective, achieving 16.9% FFO per share growth, which was driven by superior results in our three core disciplines; acquisitions, development and asset management," said Dennis Gershenson, President and Chief Executive Officer. "We purchased nine shopping centers for our Joint Venture with ING Clarion, completing over 84% of the $450 million joint venture commitment in less than one year. We substantially completed the mid-box leasing for our River City Marketplace development in Jacksonville, Florida and commenced the construction of two new development projects; one in Michigan and one in Ohio. Our redevelopment program continued on a healthy pace. The Company initiated four new core shopping center value-added redevelopments and identified a number of additional improvement opportunities in our portfolio. Looking ahead, we would expect to continue this accelerated pace to achieve an increase in FFO per share of over 6.0% in 2006." Operating Highlights Acquisitions/Dispositions The Company made substantial progress in fulfilling its $450 million commitment for its Joint Venture (the Venture) with the Clarion Lion Properties Fund, a private equity real estate fund advised by ING Clarion Partners. During the year, the Company acquired nine shopping centers for the Venture bringing the total centers purchased to date to twelve, with an aggregate purchase price of $378.4 million and comprising over 2.4 million square feet of gross leasable area. Of the twelve, six are located along the "gold coast" of Florida. Four of the five Michigan centers are located in the counties of Oakland and Macomb, which both exceed national and state statistics for population growth and income levels. In December, the Company purchased on balance-sheet Kissimmee West, a 300,186 square foot community shopping center located in Kissimmee, Florida. The Center is shadow anchored by a 184,600 square foot Super Target. The center is also anchored by a 35,000 square foot JoAnn Fabrics and a 32,000 square foot Marshall's. Subsequent to year-end, the Company sold seven shopping centers for the aggregate sale price of $47.0 million. The seven centers were sold as a portfolio to Phillips Edison & Company and comprised approximately 935,000 square feet and include Cox Creek in Florence, Alabama; Crestview Corners in Crestview, Florida; Cumberland Gallery in New Tazewell, Tennessee; Holly Springs Plaza in Franklin, North Carolina; Indian Hills in Calhoun, Georgia; Edgewood Square in North Augusta, South Carolina and Tellico Plaza in Lenoir City, Tennessee. All of the shopping centers were located in tertiary markets. The proceeds from the sale were used to pay down the Company's unsecured revolving credit facility. The Company will continue to evaluate its portfolio for potential future sales. Development During the year, the Company commenced two new development projects, Rossford Pointe in Rossford, Ohio and The Shoppes of Fairlane Meadows in Dearborn, Michigan. Rossford Pointe is situated on a ten acre site adjacent to the Company's 480,000 square foot Crossroads Centre. The Shoppes of Fairlane Meadows is being developed on 2.2 acres to complement the Company's 313,000 square foot Fairlane Meadows shopping center. Both the Rossford and Dearborn developments demonstrate the viability of the existing centers' locations and drawing power. At year-end, the Company also had a number of substantial development projects in process that encompass over 1.6 million square feet of retail space. Beacon Square in Grand Haven, Michigan and Gaines Marketplace in Gaines Township, Michigan are developments that are substantially complete and are at a stage where only some of the ancillary retail space needs to be leased. All of the anchors are open and operating. The third development project, River City Marketplace, in Jacksonville, Florida is the largest center presently under construction. During the year, the Company leased over 230,000 square feet of retail space. Recently announced anchor commitments include Ross Dress for Less, PetSmart, Michaels, Old Navy, OfficeMax as well as an eighteen screen Wallace (Hollywood) Theater. The Company previously announced that it sold a 19 acre parcel of land to Wal-Mart for the construction of a 204,000 square foot supercenter. A majority of the anchor retailers, including Wal-Mart, are scheduled to open in the second quarter of 2006. As of December 31, 2005, the Company had spent $64.5 million on the developments in progress, which have an estimated total project cost of $116.4 million. Asset Management During 2005, the improvement of core shopping centers remained a vital part of the Company's business plan. The Company completed value-added redevelopments of three shopping centers: Jackson Crossing in Jackson, Michigan; New Towne Plaza in Canton, Michigan; and Spring Meadows in Holland, Ohio. Each of the projects involved the addition or expansion of a national anchor retailer eager to increase its presence in the local market. The aggregate project cost for the redevelopments was $6.9 million, producing a 9.4% return on new dollars invested. In addition, the Company continued to identify areas within its core portfolio to add value. In 2005, the Company commenced the following redevelopment projects: -- Tel-Twelve in Southfield, Michigan: The Company terminated both the Media Play and Circuit City leases with the expectation of replacing them with new national retail anchor draws. -- Northwest Crossing in Knoxville, Tennessee: A lease has been signed for a 35,000 square foot H.H. Gregg. This is the second repositioning undertaken at the center in a little over a year. Wal-Mart was recently expanded to a 201,000 square foot supercenter. -- Taylor Plaza in Taylor, Michigan: A ground lease was signed for 11.64 acres with Home Depot for a 102,000 square foot store to replace the demolished Kmart at the site. -- Clinton Valley shopping center in Sterling Heights, Michigan: Big Lots in 30,847 square feet recently opened in the majority of the former Service Merchandise space. A lease has been signed with Save-A-Lot in 19,414 square feet for the balance of the building. At year-end, the Company had 7 redevelopment projects in process with a total project cost of $28.3 million. Leasing/Same Center Operating Results During 2005, the Company opened 105 new non-anchor stores, at an average base rent of $14.63 per square foot. The Company also renewed 144 non-anchor leases, at an average base rent of $13.88, achieving an increase of 4.2% over prior rental rates. Additionally, the Company signed 8 new anchor leases during the year. Overall portfolio average base rents increased to $9.55 per square feet in 2005 from $8.83 in 2004. Same center net operating income increased 2.3% over 2004. At year-end, the portfolio was 93.7% leased, compared to 92.9% for year-end 2004. Financing Activity, Debt and Market Capitalization During the year, the Company repaid early and without penalty $99.3 million in mortgage loans with Lincoln National Life Insurance Company. The loans were secured by ten of the Company's assets and carried a blended interest rate of 8.3%. As part of this refinancing, the Company entered into long term loans for three of the ten shopping centers. These new loans have a ten year maturity, with five years of interest only payments, and carry a blended fixed interest rate of approximately 5.2%. The proceeds from these financings approximated $65.7 million and were used to pay down a portion of a term loan facility entered into with KeyBank for the repayment of the Lincoln loans. In December, the Company entered into a $250 million unsecured credit facility with the Company's bank group led by KeyBank. The new financing is comprised of a three-year $150 million unsecured revolving credit facility, which includes a built-in accordion feature providing for up to $100 million in additional borrowings, as well as a five-year $100 million unsecured term loan. The revolving credit facility can be extended for up to an additional two years at the Company's option. Pricing on the facility depends on the Company's leverage and is set at LIBOR plus 115 to 150 basis points for the revolver and LIBOR plus 130 to 165 basis points for the term loan. Proceeds from the new financings were used to pay off the Company's secured and unsecured revolving credit facilities as well as the balance of the ten property bridge loan and a construction loan that was entered into earlier this year. Total debt at year-end was $724.8 million with an average interest rate of 6.0% and an average maturity of 56 months. Total capitalization for the Company was approximately $1.3 billion at December 31, 2005, with debt to market capitalization of 54.3%. Dividend In March 2005, the Company's Board of Trustees approved a 4% increase in the annual common share dividend paid quarterly in the months of April, July, October and January. The increase raised the 2005 annual dividend from $1.68 to $1.75. On January 3, 2006, the Company paid a fourth quarter dividend of $0.4375 per common share, a fourth quarter dividend of $0.5938 per Series B cumulative redeemable preferred share and a fourth quarter dividend of $0.5664375 per Series C cumulative convertible preferred share, for the period of October 1, 2005 through December 31, 2005 to shareholders of record on December 20, 2005. Earnings Guidance/Conference Call The Company expects 2006 annual diluted FFO per share to be between $2.53 and $2.58, and plans to discuss these estimates as part of its fourth quarter conference call. In addition, the Company expects earnings per diluted common share to be between $0.79 and $0.84. Ramco-Gershenson will host a live broadcast of its fourth quarter/year-end conference call on February 16, 2006 at 10:00 a.m. eastern time, to discuss its financial results and 2006 guidance. The live broadcast will be available online at www.rgpt.com and www.streetevents.com and also by telephone at (800) 539-5010 (passcode 4645689). A replay will be available shortly after the call on the aforementioned websites (for ninety days) or by telephone at (800) 642-1687, passcode 4645689 (for one week). Supplemental financial information is available via e-mail by sending requests to dhendershot@rgpt.com and is also available at the investor section of our web page. Ramco-Gershenson Properties Trust has a portfolio of 77 shopping centers totaling approximately 17.4 million square feet of gross leasable area, consisting of 76 community centers and one enclosed regional mall. The Company's centers are located in Michigan, Florida, Georgia, Ohio, Wisconsin, Tennessee, Indiana, New Jersey, Virginia, South Carolina, North Carolina, and Maryland. 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 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. RAMCO-GERSHENSON PROPERTIES TRUST CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) For the Three Months For the Twelve Months Ended December 31, Ended December 31, -------------------- --------------------- 2005 2004 2005 2004 ---------- --------- ---------- ---------- Revenues Minimum rents $23,354 $23,774 $92,841 $84,719 Percentage rents 195 166 733 810 Recoveries from tenants 9,694 9,617 38,548 33,116 Fees and management income 1,619 407 5,478 2,506 Other income 494 601 4,023 1,590 ---------- --------- ---------- ---------- Total revenues 35,356 34,565 141,623 122,741 ---------- --------- ---------- ---------- Expenses Real estate taxes 4,415 4,893 17,785 16,107 Recoverable operating expenses 6,016 5,524 21,600 18,928 Depreciation and amortization 7,500 7,143 30,211 25,312 Other operating 1,588 597 3,202 1,575 General and administrative 2,930 2,707 13,509 11,145 Interest expense 10,570 10,223 42,421 34,525 ---------- --------- ---------- ---------- Total expenses 33,019 31,087 128,728 107,592 ---------- --------- ---------- ---------- Operating income 2,337 3,478 12,895 15,149 Impairment of investment in unconsolidated entity - - - (4,775) ---------- --------- ---------- ---------- Income from continuing operations before gain on sale of real estate assets, minority interest and earnings from unconsolidated entities 2,337 3,478 12,895 10,374 Gain on sale of real estate assets 510 2,177 1,136 2,408 Minority interest (598) (867) (2,556) (1,988) Earnings from unconsolidated entities 859 39 2,400 180 ---------- --------- ---------- ---------- Income from continuing operations 3,108 4,827 13,875 10,974 Income from discontinued operations 1,531 797 4,618 4,146 ---------- --------- ---------- ---------- Net income 4,639 5,624 18,493 15,120 Preferred stock dividends (1,664) (1,664) (6,655) (4,814) ---------- --------- ---------- ---------- Net income available to common shareholders $2,975 $3,960 $11,838 $10,306 ========== ========= ========== ========== Basic earnings per share: Income from continuing operations $0.09 $0.19 $0.43 $0.37 Income from discontinued operations 0.09 0.05 0.27 0.24 ---------- --------- ---------- ---------- Net income $0.18 $0.24 $0.70 $0.61 ========== ========= ========== ========== Diluted earnings per share: Income from continuing operations $0.09 $0.19 $0.43 $0.36 Income from discontinued operations 0.09 0.05 0.27 0.24 ---------- --------- ---------- ---------- Net income $0.18 $0.24 $0.70 $0.60 ========== ========= ========== ========== Basic weighted average shares outstanding 16,841 16,822 16,837 16,816 ========== ========= ========== ========== Diluted weighted average shares outstanding 16,879 17,032 16,880 17,031 ========== ========= ========== ========== RAMCO-GERSHENSON PROPERTIES TRUST CALCULATION OF FUNDS FROM OPERATIONS (In thousands) (unaudited) Three Months Ended Twelve Months Ended December 31, December 31, ------------------ -------------------- 2005 2004 2005 2004 --------- -------- --------- ---------- Net income $4,639 $5,624 $18,493 $15,120 Add: Depreciation and amortization expense 7,967 7,633 33,335 27,250 Loss on sale of depreciable property 16 (350) (637) 1,115 Minority interest in partnership: Continuing operations 598 867 2,556 1,988 Discontinued operations 267 139 804 720 --------- -------- --------- ---------- Funds from operations 13,487 13,913 54,551 46,193 Less: Preferred stock dividends (1,664) (1,664) (6,655) (4,814) --------- -------- --------- ---------- Funds from operations available to common shareholders (1) $11,823 $12,249 $47,896 $41,379 ========= ======== ========= ========== Weighted average equivalent shares outstanding (2) Basic 19,770 19,752 19,766 19,746 ========= ======== ========= ========== Diluted 19,808 19,991 19,810 19,961 ========= ======== ========= ========== Funds from operations available for common shareholders, per diluted share $0.60 $0.61 $2.42 $2.07 ========= ======== ========= ========== (1) Management considers funds from operations, also known as "FFO," an appropriate supplemental measure of the financial performance of an equity REIT. 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 ("GAAP"), 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. FFO should not be considered an alternative to GAAP net income as an indication of our performance. We consider FFO as a useful measure for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs. However, our computation of FFO may 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. (2) Basic weighted average shares outstanding represents the weighted average total shares outstanding, which includes common shares and assumes the redemption of all Operating Partnership Units for common shares. Diluted weighted average shares outstanding represents the basic weighted average common shares outstanding and the dilutive impact of in-the-money stock options. RAMCO-GERSHENSON PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) December 31, ----------------------- 2005 2004 ----------- ----------- Assets Investment in real estate, net $922,103 $951,176 Real estate assets held for sale 61,995 - Cash and cash equivalents 14,929 15,045 Accounts receivable, net 32,341 26,845 Equity investments in unconsolidated entities 53,398 9,182 Other assets, net 40,509 41,530 ----------- ----------- Total Assets $1,125,275 $1,043,778 =========== =========== Liabilities and Shareholders' Equity Mortgages and notes payable $724,831 $633,435 Accounts payable and accrued expenses 31,353 30,003 Distributions payable 10,316 9,963 Capital lease obligation 7,942 - ----------- ----------- Total Liabilities 774,442 673,401 Minority Interest 38,423 40,364 Shareholders' Equity Preferred Shares of Beneficial Interest, par value $.01, 10,000 shares authorized: 9.5% Series B Cumulative Redeemable Preferred Shares; 1,000 issued and outstanding, liquidation value of $25,000 23,804 23,804 7.95% Series C Cumulative Convertible Preferred Shares; 1,889 issued and outstanding, liquidation value of $53,837 51,741 51,741 Common Shares of Beneficial Interest, par value $.01, 30,000 shares authorized; 16,847 and 16,829 issued and outstanding, as of December 31, 2005 and 2004, respectively 168 168 Additional paid-in capital 343,011 342,719 Accumulated other comprehensive income (loss) (44) 220 Cumulative distributions in excess of net income (106,270) (88,639) ----------- ----------- Total Shareholders' Equity 312,410 330,013 Total Liabilities and Shareholders' Equity $1,125,275 $1,043,778 =========== =========== For more information on Ramco-Gershenson Properties Trust visit our Website: www.rgpt.com CONTACT: Ramco-Gershenson Properties Trust Dennis Gershenson or Richard Smith, 248-350-9900 Fax: 248-350-9925 -----END PRIVACY-ENHANCED MESSAGE-----