-----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, F7xtLvv2w2W9IAZtzrCmQ2knrTchlzY//BpaSdLA3i9WYLW3mAjw4UL3Jl0ymshj BWoWLBK72Qg4qf0lgp3ijw== 0001157523-09-008198.txt : 20091119 0001157523-09-008198.hdr.sgml : 20091119 20091119172417 ACCESSION NUMBER: 0001157523-09-008198 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091116 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: 20091119 DATE AS OF CHANGE: 20091119 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: 091196592 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 a6103744.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):  November 16, 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.

On November 16, 2009, Richard J. Smith resigned as the Chief Financial Officer and Secretary of Ramco-Gershenson Properties Trust.  In connection with Mr. Smith’s departure from the Trust, Mr. Smith will consult with the Trust for a transition period.  The financial terms of Mr. Smith’s departure have not yet been finalized.

On November 17, 2009, the Trust appointed Mr. J. H. (Jim) Smith, age 56, to serve as Interim Chief Financial Officer.  Mr. J. H. Smith is the founder of CFO Synergy, Inc., a consulting company providing part-time and interim chief financial officer expertise to companies.  The Trust will pay CFO Synergy, Inc. $275 per hour for Mr. J. H. Smith’s services.

Prior to founding CFO Synergy, Inc., Mr. J. H. Smith served as the chief financial officer of the Automotive Group of Leggett & Platt, an automotive seating component manufacturer headquartered in Troy, Michigan from February, 2005 to May, 2007, and as the chief financial officer of The Colson Group Inc., a manufacturer of casters, from June, 2000 to February, 2005.  

The Trust is engaged in a search for a new chief financial officer.  A copy of the Trust’s press release announcing Mr. Richard J. Smith’s departure and Mr. J. H. Smith’s appointment is attached hereto as Exhibit 99.1.

A copy of the Engagement Letter between Ramco-Gershenson Properties Trust and CFO Synergy, Inc. is attached hereto as Exhibit 99.2.

Item 9.01

 

Financial Statements and Exhibits.

(d)

 

Exhibits.

 
99.1 Press Release dated November 18, 2009.
 
99.2 Engagement Letter between Ramco-Gershenson Properties Trust and CFO Synergy, Inc., dated November 17, 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:

November 19, 2009

By: /s/ Dennis Gershenson

 

President and Chief Executive Officer

3

EXHIBIT INDEX

Exhibit

 

Description

 
99.1

Press Release dated November 18, 2009.

 
99.2 Engagement Letter between Ramco-Gershenson Properties Trust and CFO Synergy, Inc., dated November 17, 2009.










4

EX-99.1 2 a6103744ex991.htm EXHIBIT 99.1

Exhibit 99.1

Ramco-Gershenson Announces the Resignation of Its Chief Financial Officer Richard J. Smith, Names Interim Replacement and Commences Search for Successor

FARMINGTON HILLS, Mich.--(BUSINESS WIRE)--November 18, 2009--Ramco-Gershenson Properties Trust (NYSE:RPT) today announced that Mr. Richard J. Smith has resigned as Chief Financial Officer (“CFO”) and Secretary, to pursue other business opportunities. Mr. Richard Smith will continue to assist the Company as it relates to certain financing transactions, including the closing of its new revolving line of credit as well as other matters as requested by the Company. Mr. James H. Smith has been retained to serve as the Company’s interim Chief Financial Officer. Mr. James Smith will be responsible for the day-to-day operations of the office of the CFO until a permanent CFO is hired. Mr. James Smith is the founder of CFO Synergy, Inc. a consulting service aimed at providing interim financial expertise to companies. The Company has retained DHR International to search for Mr. Richard Smith’s permanent replacement.

“We want to thank Rich for his many positive contributions to our Company during his long tenure and wish him well in his future endeavors,” said Dennis E. Gershenson, President and Chief Executive Officer of Ramco-Gershenson. “As the Company assessed its plans going forward Rich decided his interests lay elsewhere, so after helping the Company successfully complete its recent equity offering and secure the bank commitments for the new credit facility, he has elected to move on to pursue those interests. We will work to locate and hire a capable successor and we are confident in Mr. James Smith’s ability to oversee, on an interim basis, the financial operations of 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 88 shopping centers totaling approximately 19.3 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, including the ongoing U.S. recession, the existing global credit and financial crisis and other changes in general economic and real estate conditions, changes in the interest rate environment and the availability of financing, adverse changes in the retail industry, our continuing to qualify as a REIT and other factors discussed in the Trust's reports filed with the Securities and Exchange Commission.

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

EX-99.2 3 a6103744ex992.htm EXHIBIT 99.2

Exhibit 99.2

November 17, 2009

Ramco-Gershenson Properties Trust
31500 Northwestern Highway
Suite 100
Farmington Hills, Michigan 48334

Re:       Engagement of CFO Synergy, Inc.

Ladies and Gentlemen:

          This letter sets forth the agreement between CFO Synergy, Inc., a Michigan corporation (“CFO Synergy”), and Ramco-Gershenson Properties Trust, a Maryland real estate investment trust (“Ramco”), with respect to the engagement of CFO Synergy to provide certain consulting services to Ramco as discussed below.

          CFO Synergy will provide Mr. J. H. (Jim) Smith to serve as the Interim Chief Financial Officer of Ramco, reporting to the CEO of Ramco.  Mr. Smith will oversee the management of the financial affairs of Ramco, including its finance and capital management, fiduciary accounting, financial and SEC reporting, treasury function, tax management and compliance, internal controls and auditor management.  He will have all of the responsibility and authority normally associated with a chief financial officer of a publicly-traded real estate investment trust.  He will not be a member of Ramco’s Board of Trustees.  CFO Synergy will make Mr. Smith available to the Trust as requested by the Trust, provided that Mr. Smith shall not be required to perform services for the Trust for more than three days per work week.

          The description and scope of the services may be amended from time to time upon the written agreement of Client and CFO Synergy, and as used herein the term “Services” will refer to the description of Services contained herein or as modified by any such amendment.

          In consideration for the Services, Ramco will pay CFO Synergy $275 per hour spent by Mr. Smith which will be invoiced semi-monthly, and paid within fifteen (15) days of receipt of invoice.  All payments to CFO Synergy will be in United States Dollars.

          In addition to the compensation set forth herein, Ramco will reimburse CFO Synergy for all out of pocket expenses incurred by Mr. Smith in accordance with Ramco’s policies in performing the Services, including, without limitation, transportation, meals and lodging if Mr. Smith is required to leave the Detroit, Michigan metropolitan area in performing the Services.

          Ramco’s engagement of CFO Synergy will commence on November 17, 2009.  Ramco’s engagement of CFO Synergy will terminate upon ten (10) days prior written notice from either party to the other, with or without cause.  Upon termination, Ramco will pay CFO Synergy all amounts due hereunder through the termination date, within ten (10) days following the termination date.  Within thirty (30) days following the termination date, CFO Synergy will return to Ramco all documents and equipment which are the property of Ramco which are in CFO Synergy’s possession.


          CFO Synergy agrees that in the course of performing the Services, CFO Synergy will adhere to all policies and procedures of Ramco of which Ramco gives CFO Synergy written notice, including, without limitation, all policies and procedures regarding the protection of confidential information of Ramco.  CFO Synergy agrees that it will maintain all non-public proprietary or confidential information that Ramco provides it in trust for the sole benefit of Ramco during the term of this engagement and following termination of CFO Synergy’s engagement hereunder, provided that such prohibition will not apply to any information which (i) CFO Synergy obtains from a source other than Ramco, (ii) CFO Synergy had prior to the date of its engagement with Ramco, (iii) CFO Synergy develops on its own, without the use of any confidential information, personnel or assets of Ramco, or (iv) CFO Synergy is required to disclose under any applicable law or pursuant to a subpoena or court order.  

          If during the course of CFO Synergy’s performance of Services or after termination of CFO Synergy’s engagement hereunder CFO Synergy is required or requested to participate in any litigation, arbitration, governmental investigation or hearing or other similar proceeding on behalf of Ramco, Ramco shall pay CFO Synergy its then current hourly rate for each hour or part thereof which CFO Synergy spends participating in or preparing for such proceeding.

          Ramco shall indemnify, hold harmless and defend CFO Synergy and its directors, officers, employees and agents (collectively, the “indemnitees”) from and against all claims, liabilities, losses, expenses and damages to the same extent that Ramco indemnifies its executive officers.  Ramco shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of a single firm of counsel and the costs of CFO Synergy’s professional time, relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party.  

          Ramco shall use its best efforts to include and cover CFO Synergy and Mr. Smith with direct coverage as additional insureds under Ramco’s policy for directors’ and officers’ insurance.  

          CFO Synergy is not responsible for any third-party products or services.  CFO Synergy shall not be liable to Ramco except for actual damages resulting from gross negligence, bad faith, self-dealing or intentional misconduct.

          The terms and conditions contained herein may not be modified except in a written document, signed by an officer of CFO Synergy and Ramco, which specifically references the parties’ intent to modify these terms and conditions.  

          The terms and conditions set forth herein shall be interpreted and enforced in accordance with Michigan law, without regard to any choice of law provision that would require the application of the laws of any other jurisdiction.  Venue over any action arising out of Ramco’s engagement of CFO Synergy hereunder shall reside exclusively in the state and federal courts located in Oakland County, Michigan.

          If the foregoing represents your understanding of the agreement between Ramco and CFO Synergy, please evidence your agreement by signing a duplicate of this letter on the signature line below and returning the same to me.  If you have any questions, please feel free to call me.

Sincerely,

CFO Synergy, Inc.
/s/ J. H. SMITH
J. H. Smith, President

The above is agreed and authorized:

Ramco-Gershenson Properties Trust
/s/ DENNIS GERSHENSON
By:  Dennis Gershenson, CEO and President

DETROIT.3935579.2

-----END PRIVACY-ENHANCED MESSAGE-----