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 23, 2012
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. |
5.02(d): On February 23, 2012, the Board of Trustees (the “Board”) of Ramco-Gershenson Properties Trust (the “Trust”) was expanded to nine members and David J. Nettina was appointed to fill the new vacancy on the Board. The Board has determined, after considering all of the relevant facts and circumstances known as of the date hereof, that Mr. Nettina is an independent trustee 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. Mr. Nettina previously served on the Board from June 3, 2009 through June 1, 2011.
For the upcoming annual meeting of shareholders on June 6, 2012, Mr. Nettina has been nominated for election to a one-year term.
The foregoing is qualified in its entirety by reference to the press release announcing such appointment, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
5.03(a): On February 23, 2012, the Board amended Article XV of the Amended and Restated Bylaws of the Trust by deleting such Article in its entirety and adding a new provision to permit remote participation at the Trust’s shareholder meetings. The full text of the amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
|
Item 9.01 |
Financial Statements and Exhibits |
|
|
9.01(d) |
Exhibits. |
|
| 3.1 | First Amendment to the Amended and Restated Bylaws of Ramco-Gershenson Properties Trust | |
| 99.1 | Press Release dated February 28, 2012 | |
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 29, 2012 |
By: /s/ Gregory R. Andrews |
|
Gregory R. Andrews |
||
|
Chief Financial Officer and Secretary |
EXHIBIT INDEX
|
Exhibit |
Description |
|
3.1 |
First Amendment to the Amended and Restated Bylaws of Ramco-Gershenson Properties Trust |
|
99.1 |
Press Release dated February 28, 2012 |
Exhibit 3.1
FIRST AMENDMENT TO
AMENDED AND RESTATED BYLAWS OF
RAMCO-GERSHENSON PROPERTIES TRUST
Effective as of February 23, 2012, Article XV of the Amended and Restated Bylaws of Ramco-Gershenson Properties Trust is deleted in its entirety and the following is inserted in lieu thereof:
ARTICLE XV
MISCELLANEOUS
Section 1. USE OF REMOTE COMMUNICATION. Subject to any guidelines and procedures adopted by the Board of Trustees, the Board of Trustees may authorize shareholders and proxy holders not physically present at an annual meeting of the shareholders to participate in such annual meeting by means of remote communication. If authorized by the Board of Trustees and subject to such guidelines and procedures, such shareholders and proxy holders shall be considered present in person and permitted to vote at the annual meeting of the shareholders, provided that (i) the Trust implements reasonable measures to verify that each person considered present and authorized to vote at the annual meeting by means of remote communication is a shareholder or proxy holder; (ii) the Trust implements reasonable measures to provide such shareholders and proxy holders a reasonable opportunity to participate in the annual meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and (iii) in the event any shareholder or proxy holder votes or takes other action at the annual meeting by means of remote communication, a record of such vote or other action is maintained by the Trust.
Section 2. REFERENCE TO DECLARATION OF TRUST. All references to the Declaration of Trust shall include any amendments thereto.
Exhibit 99.1
Ramco-Gershenson Announces the Appointment of David Nettina to Its Board of Trustees
FARMINGTON HILLS, Mich.--(BUSINESS WIRE)--February 28, 2012--Ramco-Gershenson Properties Trust (NYSE:RPT) announced today the appointment of David J. Nettina to its Board of Trustees. Mr. Nettina had previously served on the Board of Trustees for Ramco-Gershenson Properties Trust from June 2009 through June 2011.
“We are pleased to welcome David Nettina back on our Board of Trustees,” said Dennis Gershenson, President and Chief Executive Officer. “David’s extensive real estate and REIT experience combined with his broad financial and capital markets background provide a learned perspective that will continue to benefit of our Company and its shareholders.”
Mr. Nettina has been the Managing Director of MRC Capital Group, a middle market private equity investment firm with an investment focus on micro-cap companies and real estate, since 2010. Mr. Nettina has also served as the Managing Principal of Briarwood Capital Group, an affiliate of MRC Capital, since 2001 and as the Co-Chief Executive Officer of Career Management, LLC, since 2009.
Mr. Nettina served as a senior executive with American Financial Realty Trust, a publicly traded real estate investment trust, from March 2005 to April 2008, most recently as its President and Chief Financial Officer. Mr. Nettina also served as an executive officer of SL Green Realty Corp., a publicly traded real estate investment trust from 1997 to 2001, including as its President, Chief Financial Officer and Chief Operating Officer. Prior to his service at SL Green Realty Corp., Mr. Nettina held various executive management positions for more than 10 years with The Pyramid Companies, a developer, owner and operator of 20 regional malls in the Northeast, including as the Chief Financial Officer and a development partner. Prior to his service at the Pyramid Companies he was the President of a community bank subsidiary of Citibank and served on active duty as an officer in the Army's 101st Airborne Division. From September 2002 to January 2005, he served as an adjunct professor of finance at Siena College. Mr. Nettina earned a Bachelor of Science degree in Accounting and a Master of Business Administration degree in Finance from Canisius College along with a Certificate in Management Accounting. Mr. Nettina serves as the Albany, New York Chair for Vistage International, a CEO organization with over 15,000 members worldwide. In addition, Mr. Nettina is currently a member of the National Association of Corporate Directors.
About Ramco-Gershenson Properties Trust
Ramco-Gershenson Properties Trust (NYSE:RPT) is a fully integrated, self-administered, publicly-traded real estate investment trust (REIT) based in Farmington Hills, Michigan. Our primary business is the ownership and management of shopping centers in targeted metropolitan markets in the Eastern and Midwestern United States. At December 31, 2011, the Company owned and managed a portfolio of 83 shopping centers and one office building with approximately 15.2 million square feet of gross leasable area owned by the Company or its joint ventures. The properties are located in Michigan, Florida, Ohio, Georgia, Missouri, Wisconsin, Illinois Indiana, New Jersey, Virginia, Maryland, and Tennessee. For additional information regarding Ramco-Gershenson Properties Trust visit the Company's website at www.rgpt.com.
This press release may contain forward-looking statements that represent the Company’s expectations and projections for the future. 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, 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.
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CONTACT:
Ramco-Gershenson Properties Trust:
Dawn Hendershot,
248-592-6202
Director of Investor Relations and Corporate
Communications