8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): December 3, 2004

RAMCO-GERSHENSON PROPERTIES TRUST
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	1-10093	13-6908486
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. 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:

[  ]  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 1.01. Entry into a Material Definitive Agreement.

On November 29, 2004, Ramco-Gershenson Properties, L.P. ("Ramco") the operating partnership of Ramco-Gershenson Properties Trust (the "Trust") and of which the Trust is the general partner, entered into Shopping Center Purchase Agreements (the "Purchase Agreements") with the sellers set forth below (the "Sellers") with respect to the acquisition by Ramco or affiliated entities of all of the membership interests in HS Holding Associates LLC and WC Holding Associates LLC (the "Interests"), the owners of two community shopping centers listed below:

Hunter’s Square (357,508 square feet) located in Farmington Hills, Michigan, and Winchester Center (313,543 square feet) located in Rochester Hills, Michigan.

Hunter’s Square Company, L.L.C. and Winchester Center, L.L.C. are the sellers of the Interests, respectively.

The aggregate purchase price for the Interests is to consist of a cash payment by Ramco to the Sellers of approximately $55.9 million and the assumption of existin g debt of approximately $72.1 million in the aggregate.

The purchase of the Interests under the Purchase Agreements is subject to obtaining lender consents, completion of due diligence and satisfactory estoppel letters from tenants. In connection with the execution of the Purchase Agreements, Ramco paid a deposit of approximately $250,000 to the Sellers which will be applied to the purchase price. The Purchase Agreements contain customary representations and warranties and customary indemnification provisions.

There are no material relationships between Ramco and the Sellers. Ramco provides no assurance that it will complete the purchase of the Centers under the Purchase Agreements. Ramco may assign its rights to purchase the Interests to joint ventures in which Ramco may not own a majority of the ownership interest and which may be accounted for by the Trust under the equity method.

A copy of the press release issued by the Trust announcing the signing of the agreements is filed he rewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

The following exhibit is filed with this Form 8-K:


99.1 Press Release, dated December 3, 2004, issued by Ramco-Gershenson Properties Trust

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
December 3, 2004	By:	Dennis Gershenson
		Name: Dennis Gershenson
		Title: President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated December 3, 2004, issued by Ramco-Gershenson Properties Trust

EX-99.1

Exhibit 99.1

Ramco-Gershenson Properties Trust
31500 Northwestern Highway, Suite 300
Farmington Hills, MI 48334
(248) 350-9900
FAX: (248) 350-9925
NYSE: RPT

Contact:
PHONE:
FAX: Dennis Gershenson, President & CEO
or Richard Smith, CFO
(248) 350-9900
(248) 350-9925 FOR IMMEDIATE RELEASE

RAMCO-GERSHENSON AGREES TO PURCHASE
TWO MICHIGAN SHOPPING CENTERS

FARMINGTON HILLS, Mich., – Ramco-Gershenson Properties Trust (NYSE:RPT) announced today that it has entered into agreements to purchase two Michigan shopping centers totaling approximately 671,000 square feet with an aggregate value of $128.0 million. The transaction is expected to close during the first quarter of 2005, subject to the completion of due diligence, standard closing conditions and lender approval on the existing financing in the amount of $72.1 million. The Company plans to fund the remainder of the transaction through a variety of sources, which may include the formation of an off-balance sheet joint venture.

The shopping centers are:

• Hunter’s Square in Farmington Hills, Michigan. Tenants at the 357,508 square foot shopping center include Bed, Bath & Beyond, Border’s, the Gap, Marshalls, Michaels, Old Navy, Petco and TJ Maxx.

• Winchester Center in Rochester Hills, Michigan. Tenants at the 313,543 square foot shopping center include Border’s, Cost Plus, Dick’s Sporting Goods, Linen ‘N Things, Marshalls, Michaels, Old Navy, Petsmart and Pier 1 Imports.

“The acquisition of these well-established, extremely successful shopping centers will be a wonderful addition to our portfolio. Both of the centers are primary shopping destinations in their respective trade areas and are tenanted by some of the best known national retailers”, said Dennis Gershenson, President and Chief Executive Officer. “These acquisitions, coupled with our announcement to purchase seven Florida shopping centers, bring the total of new assets to be acquired by the Company by the end of the first quarter of 2005 to over $260 million.”

Ramco-Gershenson Properties Trust has a portfolio of 72 shopping centers totaling approximately 15.2 million square feet of gross leasable area, consisting of 71 community centers and one enclosed regional mall. The Company’s centers are located in Michigan, Ohio, Indiana, Wisconsin, New Jersey, Maryland, Virginia, North Carolina, South Carolina, Tennessee, Georgia, Alabama and Florida. 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.

For further information on Ramco-Gershenson Properties Trust visit the Company’s
Website at www.rgpt.com

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