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): May 12, 2005

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 8.01. Other Events.

On April 13, 2005, the Internal Revenue Service (the "IRS"), issued two examination reports to Ramco-Gershenson Properties Trust (the "Company"). The reports seek to disallow certain deductions and losses of the Company taken in its 1996 tax year and to disqualify the Company as a REIT for the years 1996 through 2004. The Company disputes the disallowance of certain deductions and losses for 1996 and believes that amounts which may be assessed against the Company with respect to any such disallowance would constitute items covered under a tax agreement between the Company and Atlantic Realty Trust dated as of May 10, 1996. Insofar as the reports seek the disqualification of the Company as a REIT, the Company has been advised by legal counsel that the positions set forth in the reports with respect to the disqualification of the Company as a REIT are unsupported by the facts and applicable law. The Company intends to contest the reports by filing a protest with the Appeals Office of the IRS. Although Atl antic Realty Trust has filed a Form 8-K with the Securities and Exchange Commission stating that it has been advised by counsel that it would not have any obligation to indemnify the Company with respect to such amounts, the Company disagrees with such position and, if the need arises, intends to pursue collection of amounts related to the 1996 tax year from Atlantic Realty Trust under the tax agreement.

A more detailed discussion of the matters set forth in the examination reports and our disagreements with such matters will be included in the Form 10-Q for the quarter ended March 31, 2005 that we will file with the Securities and Exchange Commission.

A copy of the press release, dated May 12, 2005, issued by the Company with respect to the examination reports is filed as Exhibit 99.1 to this report.

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
May 12, 2005	By:	Richard J. Smith
		Name: Richard J. Smith
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated May 12, 2005

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

RAMCO-GERSHENSON ANNOUNCES ISSUANCE
OF IRS EXAMINATION REPORTS

FARMINGTON HILLS, Mich., May 12, 2005– Ramco-Gershenson Properties Trust (NYSE:RPT) announced today that the Internal Revenue Service has issued two examination reports to the Company.

The reports seek to disallow certain deductions and losses of the Company taken in its 1996 tax year and to disqualify the Company as a REIT for the years 1996 through 2004. The Company disputes the disallowance of certain deductions and losses for 1996 and believes that amounts which may be assessed against the Company with respect to any such disallowance would constitute items covered under a tax agreement between the Company and Atlantic Realty Trust, dated as of May 10, 1996. Although Atlantic Realty Trust has filed a Form 8-K with the Securities and Exchange Commission stating that it has been advised by counsel that it would not have any obligation to indemnify the Company under the tax agreement with respect to such amounts, the Company disagrees with such position. Insofar as the reports seek the disqualification of the Company as a REIT, the Company has been advised by legal counsel that the positions set forth in the reports with respect to the disqualification of the Company as a REIT are unsupported by the facts and applicable law.

“We vigorously contest the matters raised by the IRS in their examination reports, and we intend to file a protest with the IRS Appeals Office,” said Dennis Gershenson, the Company’s President and CEO. “Additionally, if the need arises, we intend to pursue collection of amounts related to the 1996 tax year from Atlantic Realty Trust under the Tax Agreement.”

Ramco-Gershenson Properties Trust has a portfolio of 80 shopping centers totaling approximately 16.8 million square feet of gross leasable area, consisting of 79 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 may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and should be reviewed in conjunction with the Company’s filings with the U.S. Securities and Exchange Commission and other publicly available information regarding the Company. Management of the Company believes that expectations reflected in forward-looking statements 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 Company’s properties are located, the performance of tenants at the Company’s properties as well as other factors.

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