-----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, PglUTICDsEUkiGRTDU5mBErDDebecAejZRNr9Qw5BCoi9I+uPri4y2Gh37G3kGJr 9xZbEl51xiVrmqAb99pETA== 0001157523-07-000115.txt : 20070108 0001157523-07-000115.hdr.sgml : 20070108 20070108092811 ACCESSION NUMBER: 0001157523-07-000115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070108 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070108 DATE AS OF CHANGE: 20070108 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: 07516112 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 a5304627.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): January 8, 2007 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 8.01 Other Events. On January 8, 2007, Ramco-Gershenson Properties Trust issued a press release announcing the formation of a $450 million joint venture. A copy of such press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Description ------- ----------- 99.1 Press release, dated January 8, 2007, entitled "Ramco-Gershenson Announces $450 Million Joint Venture to Acquire Midwest and Mid-Atlantic Shopping Centers." 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: January 8, 2007 By: /s/ Richard J. Smith ------------------------------------ Richard J. Smith Chief Financial Officer 3 Exhibit Description - ------- ----------- 99.1 Press release, dated January 8, 2007, entitled "Ramco-Gershenson Announces $450 Million Joint Venture to Acquire Midwest and Mid-Atlantic Shopping Centers." 4 EX-99.1 2 a5304627ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Ramco-Gershenson Announces $450 Million Joint Venture to Acquire Midwest and Mid-Atlantic Shopping Centers FARMINGTON HILLS, Mich.--(BUSINESS WIRE)--Jan. 8, 2007--Ramco-Gershenson Properties Trust (NYSE:RPT) announced today that it has formed a joint venture (the Venture) with an investor advised by Heitman LLC. The Venture will acquire up to $450 million of core and core-plus community shopping centers located in the Midwestern and Mid-Atlantic United States. Ramco-Gershenson and the Investor will hold a 20% and 80% equity interest in the Venture, respectively. The leverage on the acquired assets is expected to be 65%. In addition, Ramco will contribute three of its core shopping centers to the Venture for approximately $125.0 million. The Venture has 24 months to acquire the balance of the program commitment. Deutsche Bank Securities Inc. acted as a financial advisor to Ramco for the transaction. Ramco-Gershenson will manage the Venture and its properties and will receive fees for its services. Ramco expects the Venture to enhance its presence and operating efficiencies in the named markets. "We are very excited about the formation of this joint venture, which covers a well defined area of the country and is not in conflict with our other ventures," said Dennis Gershenson, President and Chief Executive Officer. "We know the Midwest and Mid-Atlantic markets well and are positioned to significantly expand our presence there. We are confident that we have staffed our organization appropriately for the successful execution of this transaction as well as our other partnership commitments." About Ramco-Gershenson Properties Trust Ramco-Gershenson Properties Trust owns interests in 81 shopping centers totaling approximately 18.3 million square feet of gross leasable area, consisting of 80 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. About Heitman LLC Heitman LLC, founded in 1966 and headquartered in Chicago, manages approximately $16.5 billion in assets invested directly and indirectly in real estate in the US, Europe and Asia. The firm's clients include US and international institutions, pension plans, endowments and foundations, and individual investors. This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and should be reviewed in conjunction with the Company's filings with the U.S. Securities and Exchange Commission and other publicly available information regarding the Company. Management of Ramco-Gershenson believes that expectations reflected in forward-looking statements 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 Company's properties are located, the performance of tenants at the Company's properties as well as other factors. For further information on Ramco-Gershenson Properties Trust visit the Company's Website at www.rgpt.com CONTACT: Ramco-Gershenson Properties Trust Dennis Gershenson, President & CEO or Richard Smith, CFO, 248-350-9900 Fax: 248-350-9925 -----END PRIVACY-ENHANCED MESSAGE-----