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): June 9, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 9, 2005 Ramco Gershenson Properties Trust (the "Trust") filed Articles of Amendment to the Trust’s Declaration of Trust with the State of Maryland’s Department of Assessment and Taxation to increase the number of the Trust’s authorized common shares of beneficial interest, par value $.01, from 30,000,000 to 45,000,000 shares.

On June 9, 2005, the Trust also filed Articles Supplementary to the Trust’s Declaration of Trust reclassifying 1,400,000 shares of Series A Convertible Preferred of Beneficial Interest as preferred shares of beneficial interest without designation. All of the shares of Series A Convertible Preferred of Beneficial Interest were reacquired by the Trust during 2002.

A copy of the Articles of Amendment dated June 8, 2005 is filed as Exhibit 3.1. In addition, a copy of Articles Supplementary reclassifying 1,400,000 shares of Series A Convertible Preferred of Beneficial Interest as preferred shares of beneficial interest without designati on, dated June 8, 2005 is filed as Exhibit 3.2.

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
June 13, 2005	By:	Richard J. Smith
		Name: Richard J. Smith
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
3.1	Articles of Amendment, dated June 8, 2005
3.2	Articles Supplementary reclassiifying of 1,400,000 Shares of Series A Convertible Preferred of Benefical Interest as Preferred Shares of Benefical Interest without further designation, dated June 8, 2005.

EX-3.1

RAMCO-GERSHENSON PROPERTIES TRUST

ARTICLES OF AMENDMENT

RAMCO-GERSHENSON PROPERTIES TRUST a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: The Declaration of Trust of the Trust (the “Declaration of Trust”) is hereby amended by deleting existing Section 6.1 of Article VI in its entirety and substituting in lieu thereof a new Section 6.1 to read as follows:

“SECTION 6.1 Authorized Shares. The beneficial interest of the Trust shall be divided into shares of beneficial interest (the “Shares”). The Trust has the authority to issue 45,000,000 common shares of beneficial interest, par value $.01 per share (“Common Shares”), and 10,000,000 preferred shares of beneficial interest, par value $.01 per share (“Preferred Shares”).

The Board of Trustees, without the approval of the shareholders of the Trust, may amend the Declaration of Trust from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any class that the Trust has authority to issue.”

SECOND: The amendment to the Declaration of Trust as set forth above has been duly advised and approved by the Board of Trustees of the Trust, and is limited to a change which, under Section 8-203(a)(7) of the Maryland REIT Law and Section 6.1 of the Declaration of Trust, does not require approval by the shareholders of the Trust.

THIRD: The total number of shares of beneficial interest of all classes which the Trust had authority to issue immediately prior to this amendment was 40,000,000 shares, consisting of 30,000,000 Common Shares, par value $.01 per share, and 10,000,000 Preferred Shares, par value $.01 per share, of which (i) 1,150,000 shares were designated as 9.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share, and (ii) 2,018,250 shares were designated as 7.95% Series C Cumulative Convertible Preferred Shares of Beneficial Interest, par value $.01 per share. The aggregate par value of all such authorized shares of beneficial interest having par value is $400,000.

FOURTH: The total number of shares of beneficial interest of all classes which the Trust has authority to issue pursuant to the foregoing amendment is 55,000,000 shares, consisting of 45,000,000 Common Shares, par value $.01 per share, and 10,000,000 Preferred Shares, par value $.01 per share, of which (i) 1,150,000 shares are designated as 9.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share, and (ii) 2,018,250 shares are designated as 7.95% Series C Cumulative Convertible Preferred Shares of Beneficial Interest, par value $.01 per share. The aggregate par value of all such authorized shares of beneficial interest having par value is $550,000.

FIFTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law was not changed by the amendment.

SIXTH: The undersigned President and Chief Executive Officer of the Trust acknowledges these Articles of Amendment to be the corporate act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to on its behalf by its Secretary on this 8^th day of June, 2005.

RAMCO-GERSHENSON PROPERTIES TRUST

By: Name: Title:	/s/ Dennis Gershenson Dennis Gershenson President and Chief Financial Office
ATTEST
By: Name: Title:	/s/ Richard J. Smith Richard J. Smith Secretary

RAMCO-GERSHENSON PROPERTIES TRUST

ARTICLES SUPPLEMENTARY

RECLASSIFYING OF 1,400,000 SHARES OF SERIES A CONVERTIBLE PREFERRED OF BENEFICIAL INTEREST AS
PREFERRED SHARES OF BENEFICIAL INTEREST WITHOUT FURTHER DESIGNATION

RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust, (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: By or as contemplated by Articles Supplementary filed with the Department on October 2, 1997 (the “October 2, 1997 Articles Supplementary”), the Trust classified 1,400,000 shares of its authorized but unissued Preferred Shares of Beneficial Interest, par value $.01 per share (“Preferred Shares”), as a separate class of Preferred Shares designated as “Series A Convertible Preferred of Beneficial Interest” (the “Series A Shares”), and set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, terms and conditions of redemption and other terms and conditions of such shares, all as set forth in the October 2, 1997 Articles Supplementary.

SECOND: All Series A Shares previously issued have been reacquired by the Trust and no Series A Shares are issued and outstanding.

THIRD: Pursuant to the authority expressly vested in the Board of Trustees of the Trust (the “Board of Trustees”), by Article VI of the Declaration of Trust filed with the Department on October 2, 1997, as amended, modified and supplemented to date (the “Declaration of Trust”), and Section 8-501 of the Maryland REIT Law, the Board of Trustees by resolutions duly adopted on June 7, 2005 (the “Resolutions”), has confirmed the reclassification and redesignation of the 1,400,000 Preferred Shares previously classified and designated as Series A Convertible Preferred of Beneficial Interest pursuant to or as contemplated by the October 2, 1997 Articles Supplementary, to be and become Preferred Shares of the Trust as otherwise authorized for issuance under the Declaration of Trust, without further designation nor any preferences or relative, participating, optional, conversion or other rights appertaining thereto, or voting powers, restrictions, limitations as to dividends, qualifications, terms or conditions of redemption, other than those, if any, applicable to Preferred Shares of the Trust generally, such that the same, as Preferred Shares otherwise authorized for issuance under the Declaration of Trust, shall be available for future reclassification and available for issuance upon proper authorization by the Board of Trustees from time to time.

FOURTH: The 1,400,000 Series A Convertible Preferred of Beneficial Interest, as aforesaid, have been redesignated and reclassified as aforesaid by the Board of Trustees, pursuant to and as contemplated by the Resolutions, under the authority contained in the Declaration of Trust.

FIFTH: These Articles Supplementary have been approved by the Board of Trustees in the manner and by the vote required by law.

SIXTH: The undersigned President and Chief Executive Officer of the Trust acknowledges these Articles Supplementary to be the corporate act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and Chief Executive Officer and attested to by its Secretary on this 8th day of June, 2005.

RAMCO-GERSHENSON PROPERTIES TRUST

By: Name: Title:	/s/ Dennis Gershenson Dennis Gershenson President and Chief Financial Office
ATTEST
By: Name: Title:	/s/ Richard J. Smith Richard J. Smith Secretary