-----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, MuC3yEF0yg9y9BRnQ7ZPLTPGE2TAhfVQAjF/e+gLPK2qzaE8AXlGVBVlm4oaWw9X slldbX+euyozSfrd4orHZw== 0001157523-09-004337.txt : 20090604 0001157523-09-004337.hdr.sgml : 20090604 20090604124123 ACCESSION NUMBER: 0001157523-09-004337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090603 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090604 DATE AS OF CHANGE: 20090604 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: 09873570 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 a5980331.htm 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):  June 3, 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:

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 (17 CFR 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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)       On June 3, 2009, the Board of Trustees of Ramco-Gershenson Properties Trust (the “Trust”) was expanded to nine members and David J. Nettina and Matthew L. Ostrower were appointed to fill the new vacancies on the Board.  The Board has determined, after considering all of the relevant facts and circumstances known as of the date hereof, that Messrs. Nettina and Ostrower are independent Trustees in accordance with the NYSE listing standards and the Trust’s Corporate Governance Guidelines. Mr. Nettina has been appointed to the Audit Committee of the Board and Mr. Ostrower has been appointed to the Compensation Committee and to the Nominating and Governance Committee of the Board.

For the upcoming annual meeting of shareholders on June 10, 2009, Mr. Ostrower has been nominated for election to a three-year term ending at the 2012 annual meeting of shareholders (Class III Trustee) and Mr. Nettina has been nominated for a two-year term ending at the 2011 annual meeting of shareholders (Class II Trustee).

The foregoing appointments and nominations were made in accordance with the support agreement entered into on May 12, 2009 between the Trust and Equity One, Inc. in connection with the Trust’s 2009 annual meeting of shareholders.  The foregoing is qualified in its entirety by reference to the support agreement and the press release announcing such appointments, copies of which are attached hereto as Exhibits 10.1 and 99.1, respectively, and are incorporated herein by reference.


Item 9.01     Financial Statements and Exhibits.

(d)

Exhibits.

 
10.1 Support Agreement, dated May 12, 2009, by and between the Trust and Equity One (incorporated by reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K, filed May 13, 2009).
 
99.1 Press Release dated June 4, 2009.
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: June 4, 2009

By: /s/ Richard J. Smith

 

Richard J. Smith

Chief Financial Officer

3

EXHIBIT INDEX

Exhibit

Description

 
10.1 Support Agreement, dated May 12, 2009, by and between the Trust and Equity One (incorporated by reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K, filed May 13, 2009).
 
99.1 Press Release dated June 4, 2009.



4

EX-99.1 2 a5980331-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Ramco-Gershenson Properties Trust Announces New Board of Trustee Appointments

FARMINGTON HILLS, Mich.--(BUSINESS WIRE)--June 4, 2009--Ramco-Gershenson Properties Trust (NYSE: RPT) ("Ramco-Gershenson") announced today that its Board of Trustees (the “Board”) has authorized the expansion of its Board to nine members and has appointed Mr. David J. Nettina and Mr. Matthew L. Ostrower to serve on the Board. In addition, Mr. Ostrower has been appointed to the Compensation Committee and to the Nominating and Governance Committee of the Board and Mr. Nettina has been appointed to the Audit Committee of the Board, each to serve in such capacity until the next Annual Meeting of the Board. For the upcoming annual meeting of shareholders on June 10, 2009, Mr. Ostrower and Mr. Nettina have been nominated for election to three-year and two-year terms, respectively.

“We are pleased to welcome Mr. David Nettina and Mr. Matthew Ostrower to our Board of Trustees,” said Dennis E. Gershenson, Chairman, President and Chief Executive Officer of Ramco-Gershenson. “Both gentlemen have a breadth of real estate knowledge and experience that is certain to benefit our shareholders. We look forward to their positive contributions to our Company over the next several years.”

David J. Nettina

David J. Nettina, 56, was a senior executive with American Financial Realty Trust, a publicly-traded real estate investment trust, from March 2005 to April 2008, serving most recently as its president and chief financial officer where he managed the strategic alternative process that ultimately led to a successful sale of the company to Gramercy Capital Corp. in a deteriorating market in April 2008. From September 2002 to January 2005, Mr. Nettina served as an adjunct professor of finance at Siena College. From 1997 to 2001, Mr. Nettina was an executive officer, most recently the president and chief operating officer, of SL Green Realty Corp., a publicly-traded real estate investment trust, which owns and operates a portfolio of office properties in New York City. Prior to SL Green, Mr. Nettina held various executive management positions for more than 10 years with The Pyramid Companies, including positions as the chief financial officer and as a development partner. Mr. Nettina is currently the president and co-chief executive officer of Career Management, LLC, an emerging technology company, and is a principal of Briarwood Capital Group, LLC, which he founded in July 2001 to manage his family investment activities. Mr. Nettina received a B.S. in 1974 and a Masters of Business Administration in 1976 from Canisius College. He is also a member of the National Association of Corporate Directors.

Matthew L. Ostrower


Matthew L. Ostrower, 38, was a member of Morgan Stanley’s Equity Research department from July of 2000 until April of 2008, serving as a Vice President, Executive Director and, most recently, a Managing Director. He was responsible for coverage of retail real estate investment trusts (REITs), publishing research opinions and investment recommendations from 2000 until 2006, when he assumed leadership of the REIT research group and initiated coverage for a wider range of companies. Mr. Ostrower left Morgan Stanley in 2008 to pursue opportunities in the commercial real estate industry. Mr. Ostrower has a Masters of Science in Real Estate and a Masters in City Planning from the Massachusetts Institute of Technology and a B.A. from Tufts University. He is also a chartered financial analyst.

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 Company owns interests in 89 shopping centers totaling approximately 19.8 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 Company's website at www.rgpt.com.

CONTACT:
Ramco-Gershenson Properties Trust:
Dawn Hendershot
Director of Investor Relations and Corporate Communications
248-592-6202

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