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 29, 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 December 29, 2004, affiliates of Ramco-Gershenson Properties Trust (the "Trust") and affiliates of Clarion Lion Properties Fund, LLC ("Clarion"), a fund advised by ING Clarion Partners, entered into an Amended and Restated Limited Partnership Agreement of Ramco/Lion Venture LP (the "Agreement"). Pursuant to the Agreement, the general partners in Ramco/Lion Venture LP (the "Venture") are Ramco Lion LLC and CLPF-Ramco GP, LLC, which are affiliates of the Trust and Clarion, respectively, and the limited partners in the Venture are Ramco-Gershenson Properties, L.P. ("Ramco") and CLPF-Ramco, L.P., which are affiliates of the Trust and Clarion, respectively. Ramco Lion LLC is the managing general partner of the Venture.

The Venture is 30% owned by the Ramco affiliates and 70% owned by the CLPF affiliates. Prior to the execution of the Agreement, the Venture was wholly-owned by the Ramco affiliates. The Ramco affiliates have contributed an aggregate of approximately $6.1 million to the Venture, and t he CLPF affiliates have contributed an aggregate of approximately $14.3 million to the Venture. Pursuant to the Agreement, the Ramco affiliates have committed to contribute up to an aggregate of $54 million of equity capital to the Venture, and the CLPF affiliates have committed to contribute up to an aggregate of $126 million of equity capital to the Venture. Such capital is to be contributed over the next 24 months as needed in connection with the acquisition of shopping center properties.

The Venture acquired three shopping centers (Village Plaza, Treasure Coast Commons and Vista Plaza) in December 2004 for an aggregate purchase price of $48 million, and Ramco has made available to the Venture its rights to acquire six additional shopping centers for an aggregate purchase of $218.3 million to the Venture. The Agreement provides that the Venture will have a right of first refusal with respect to the purchase of neighborhood, community and power shopping centers in Florida, Michigan, Georgia, Nor th Carolina and South Carolina by Ramco and its affiliates which fall within certain parameters set forth in the Agreement.

Pursuant to the Agreement, Ramco and its affiliates will manage the Venture and its properties and will receive fees for acquisitions, financings, property management, leasing, construction management and dispositions of assets and has the opportunity to receive performance-based incentives. Certain actions, as specified in the Agreement, may be taken by Ramco Lion LLC as managing general partner of the Venture only if approved by CLPF-Ramco GP, LLC. In the event of certain defaults, Ramco Lion LLC may be removed as the managing general partner of the Venture.

After December 29, 2007 (or earlier in the event of a default), each of Ramco Lion LLC and CLPF-Ramco GP, LLC has the right to make a binding buy/sell offer with respect to the interests of the CLPF affiliates or the Ramco affiliates, respectively, in the Venture. The party receiving such an offer would have the option to purchase the offering party’s (and its affiliates) interests in the Venture at the price stated in the buy/sell notice (adjusted as appropriate to reflect the percentage interests being acquired), the offering party will have the right to buy the receiving party’s interests in the Venture at the price stated in the buy/sell notice. In addition, after December 29, 2007 (or earlier in the event of a default), each of Ramco Lion LLC and CLPF-Ramco GP, LLC has the right to make a binding buy/sell offer with respect to any property owned by the Venture. In such event, the other general partner would have the option to purchase such property at the price stated in the buy/sell notice, and if the other general partner does not exercise such option, the offering general partner will have the right to buy the property at such price.

Item 9.01. Financial Statements and Exhibits.

Press release, dated January 4, 2005, 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
January 5, 2005	By:	Richard J. Smith
		Name: Richard J. Smith
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated January 4, 2005, issued by Ramco-Gershenson Properties Trust

EX-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 ANNOUNCES $450 MILLION
JOINT VENTURE WITH ING CLARION PARTNERS’
CLARION LION PROPERTIES FUND

FARMINGTON HILLS, Mich., – Ramco-Gershenson Properties Trust (NYSE:RPT) announced today that it has formed a joint venture (the Venture) with Clarion Lion Properties Fund, a private equity real estate fund advised by ING Clarion Partners. The Venture will acquire up to $450 million of stable, well-located community shopping centers in the Southeastern and Midwestern United States. Ramco-Gershenson Properties Trust and Clarion Lion Properties Fund have committed to contribute equity capital of $54 million and $126 million, respectively to the Venture. Deutsche Bank Securities Inc. acted as a financial advisor to Ramco for the transaction.

As previously announced, Ramco recently entered into purchase agreements for nine shopping centers in Florida and Michigan with an aggregate purchase price of $266.3 million. These centers will be the first acquisition made by the Venture. To date three of the centers have been purchased with a total purchase price of $48 million. The remaining six shopping centers are expected to close by the end of the first quarter. The Venture has 24 months to invest the balance of the $450 million program capital.

Ramco will manage the Venture and its properties and will receive fees for acquisitions, financing, property management, leasing, construction management and disposition of the assets as well as have the opportunity to receive performance based incentives. Ramco expects the Venture will be accretive to earnings and enhance its management and operating efficiencies in its core markets.

“We are excited about the opportunity to work with ING Clarion through their Clarion Lion Properties Fund on a joint venture of this magnitude. We are also pleased to be able to initially establish the Venture with new acquisitions representing approximately 60% of its total size in lieu of contributing a number of assets from our existing portfolio to seed the relationship”, said Dennis Gershenson, President and Chief Executive Officer. “In addition to the immediate accretive benefit of the transaction, Ramco’s history of being able to add value to core assets will further benefit both Venture partners.”

Stephen Hansen, Managing Director and Portfolio Manager for the Lion Properties Fund added “This joint venture affords us the opportunity to co-invest with a major shopping center operator in their core markets. We benefit from having a specified portfolio of properties and the ability to add new investments to the Venture.”

About Ramco-Gershenson Properties Trust

Ramco-Gershenson Properties Trust has a portfolio of 74 shopping centers totaling approximately 15.2 million square feet of gross leasable area, consisting of 73 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.

About ING Clarion Partners

Founded in 1982, ING Clarion and its affiliates manage $18 billion in assets in the private equity, public equity and public debt sectors of the real estate markets. ING Clarion is headquartered in New York with more than 600 employees located in major markets throughout the United States. The firm is the U.S. real estate investment management affiliate of the ING Group, one of the world’s largest financial services companies. ING has more than $600 billion in global assets under management, including $57 billion of real estate assets.

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