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, 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 amendments to its secured revolving and unsecured revolving credit facilities (the "Facilities") with Fleet National Bank, as the Administrative Agent for the lenders and as a lender. In addition to Fleet National Bank, the lenders under the secured Facility are Deutsche Bank Trust Company Americas, JP Morgan Chase Bank, N.A., Standard Federal Bank N.A., Huntington National Bank, U.S. Bank National Association, PNC Bank National Association, and KeyBank National Association. The lenders under the unsecured Facility are Fleet National Bank and KeyBank National Association.

The unsecured Facility allows for revolving borrowings of up to $40,000,000, and the amendment of the secured Facility increased such Facility from $125,000,000 to $160,000,000. Ramco has the right to increase the secured Facilit y to up to $200,000,000, subject to commitments being arranged with additional lenders. Borrowings under the secured Facility are secured by certain real properties owned by Ramco and its subsidiaries, and the Trust and its subsidiaries guarantee the Facilities. The Facilities expire on December 29, 2005, but Ramco has the option to extend the maturity date of the secured Facility to December 29, 2006, subject to certain conditions and payment of an extension fee.

The amendments lowered the interest rates payable under the Facilities. As amended, borrowings under the secured Facility bear interest at a variable rate equal to LIBOR plus 1.15% to 1.55%, compared to the previous rates of LIBOR plus 1.50% to 2.00%, and borrowings under the unsecured Facility bear interest at a variable rate equal to LIBOR plus 1.85% to 2.25%, compared to the previous rates of LIBOR plus 3.25% and 3.75%, in each case depending on Ramco’s ratio of liabilities to assets. Interest on the borrowings is payable mon thly, and principal is payable in full at maturity.

Ramco has other relationships with several of the lenders under the Facilities. KeyBank National Association is the lender to Ramco/Lion Venture LP, a subsidiary of Ramco, and Huntington National Bank is a lender to subsidiaries of the Trust with respect to Gaines Marketplace and Beacon Square. From time to time, affiliates of Deutsche Bank Trust Company Americas and KeyBank National Association have acted as underwriters of public offerings of the Trust’s equity securities, and an affiliate of Deutsche Bank Trust Company Americas recently acted as a financial advisor to Ramco in connection with a joint venture arrangement.

Item 9.01. Financial Statements and Exhibits.

Press Release, dated January 5, 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 5, 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

RACMOC-GERSHENSON ANNOUNCES
AMENDMENTS TO SECURED AND UNSECURED
REVOLVING CREDIT FACILITIES

FARMINGTON HILLS, Mich., – Ramco-Gershenson Properties Trust (NYSE:RPT) announced today that it has amended its secured revolving credit facility with Fleet National Bank. Under the terms of the agreement, the Company increased its secured revolving credit facility from $125 million to $160 million with a built in accordion feature allowing up to a $40 million increase for a total of $200 million. Pricing on the amended secured revolver is LIBOR plus 1.15% to 1.55%, compared to the previous rate of LIBOR plus 1.50% to 2.00%. The amended facility expires on December 29, 2005. Ramco has the option to extend the maturity date for one year, subject to certain conditions. In addition to Fleet National Bank, the lenders under the secured facility are Deutsche Bank Trust Company Americas, JP Morgan Chase Bank, N.A., Standard Federal Bank N.A., Huntington National Bank, U.S. Bank National Association, PNC Bank National Association and KeyBank National Association.

The Company has also amended its $40 million unsecured revolving credit facility. The facility bears interest at LIBOR plus 1.85% to 2.25% compared to the previous rates of LIBOR plus 3.25% to 3.75%, in each case depending on the Company’s total leverage. The lenders under the unsecured credit facility are Fleet National Bank and KeyBank National Association.

“The increase to our secured revolving line of credit as well as the positive pricing change in both credit facilities provide us with even greater financial flexibility to execute our business plan”, said Dennis Gershenson, President and Chief Executive Officer. “We are pleased with the continued confidence our Bank Group has shown in us.”

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.

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