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): October 21, 2008

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland
(State of other jurisdiction of incorporation)

1-12928
(Commission file number) 38-3148187
(I.R.S. Employer Identification No.)

31850 Northwestern Highway
Farmington Hills, MI
(Address of principal executive offices) 48334
(Zip code)

(Registrant’s telephone number, including area code) (248) 737-4190

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

EX-99.2

Item 7.01. Regulation FD Disclosure

     On October 21, 2008, Agree Realty Corporation issued a press release announcing that its Board of Directors had unanimously rejected an unsolicited acquisition proposal from Compson Holding Corporation to acquire the Company. A copy of the Compson acquisition proposal is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the Company’s press release in response to the Compton offer is furnished hereto as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Compson acquisition proposal
99.2	Press release, dated October 21, 2008, in response to the Compson offer

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.

AGREE REALTY CORPORATION
 

/s/ Kenneth R. Howe  

Vice President, Finance, Chief Financial Officer 

Date: October 21, 2008

EXHIBIT INDEX

Exhibit	Description
99.1	Compson acquisition proposal
99.2	Press release, dated October 21, 2008, in response to the Compson offer

EX-99.1

Exhibit 99.1

October 13, 2008
Mr. Richard Agree	Sent via e-mail, fax and
President & Chairman of the Board	UPS 1z f5f 225 22 102 578 2
Agree Realty Corporation
31850 Northwestern Highway
Farmington Hills, MI 48334

     RE: Agree Realty Corporation

Dear Mr. Agree:

It has been slightly more than two years since Compson Holding Corporation (“Compson”) formally offered to acquire Agree Realty Corporation (NYSE: ADC) (the “Company”), or its assets, for a price equal to $38.75 per share in cash. The Board of Directors refused to engage Compson in meaningful negotiations notwithstanding our compelling all cash offer that would have provided substantial benefits to ADC’s shareholders. Rather than engaging us, we were met with a dismissive response to the effect that our offer was “not in the best interests of the shareholders.” As of the market close on October 10, 2008, ADC’s stock price was $21.95, 43.3% below our offer.

We believe you and the Board of Directors owe it to the shareholders to immediately and clearly identify a specific roadmap for maximizing shareholder value. One of many alternatives available to the Board of Directors to maximize shareholder value would be to reconsider a sale of the Company. Accordingly, Compson proposes to enter into an all cash transaction with ADC and/or Agree Limited Partnership (the “Operating Partnership”) pursuant to which Compson would directly or indirectly acquire either (i) all of the outstanding common stock of ADC and the outstanding limited partnership interests in the Operating Partnership, (ii) all of the general and limited partnership interests in the Operating Partnership or (iii) all of the real property directly or indirectly owned by the Operating Partnership and/or ADC.

The Acquisition Price would be $328,674,000 (“Acquisition Price”), representing a price of approximately $27.50 per share, a 25.3% premium to the closing price on Friday, October 10, 2008. Our all cash proposal is not subject to any financing contingency. The Acquisition Price, regardless of the transaction structure agreed upon by the parties, would be predicated upon the Operating Partnership delivering clear and marketable title to all the properties free and clear of debt and liens. In addition, it assumes that there are no more than 8,346,047 outstanding common shares and other securities convertible into common shares (including Operating Partnership units) and that our due diligence will not result in any unforeseen acquisition costs.

Due to the relatively low trading volume of the stock, our offer represents an extraordinary opportunity for large shareholders of ADC to monetize their shares without materially impacting the stock price, as might happen if they attempted to sell their shares on the open market. Our proposed transaction, depending on the agreed structure, can be completed either by (i) a merger between Compson and the Operating Partnership which will cash out the general partner and all of the limited partners in the Operating Partnership, (ii) a merger among Compson, ADC and the Operating Partnership which will cash out all of the current shareholders of ADC and the limited

Compson Holding Corp. 225 N.E. Mizner Blvd., Suite 730, Boca Raton, FL 33432 | phone (561) 391-1737 fax (561) 391-8494

www.compsonholdingcorp.com

partners in the Operating Partnership or (iii) the direct acquisition of the Operating Partnership’s assets.

This proposal is subject to the execution of a mutually satisfactory acquisition or merger agreement containing customary terms and conditions, and this proposal is not binding on any party until the execution of such a definitive agreement. Any transaction would be subject to closing conditions customary for similar transactions and to the satisfactory completion of our due diligence, which we expect can be completed while we are negotiating the terms of the definitive agreement. As we have already conducted an extensive analysis of ADC based on publicly available information, we are confident that we can complete our due diligence in a timely manner.

Again, I reiterate that Compson and its team of advisors would welcome the opportunity to sit down with you and/or your representatives to work out the terms of a mutually acceptable transaction. We respectfully request a written response from the Board of Directors no later than 6:00 pm, Wednesday, October 15, 2008.

Sincerely,

COMPSON HOLDING CORPORATION

By: /s/ Michael Comparato                    

Name: Michael Comparato
Title: President

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Contact: Kenneth R. Howe
Chief Financial Officer
(248) 737-4190

AGREE REALTY CORPORATION REJECTS
COMPSON HOLDING CORPORATION’S
UNSOLICITED ACQUISITION PROPOSAL

FARMINGTON HILLS, Michigan (October 21, 2008) — Agree Realty Corporation (NYSE: ADC) today announced that its Board of Directors has unanimously rejected an unsolicited acquisition proposal from Compson Holding Corporation to acquire the Company. The Board determined that the Compson proposal was inadequate and that continuing to implement the Company’s long-term business plan would maximize stockholder value. The Board therefore concluded that the Compson offer was not in the best interests of the Company’s stockholders. The Board further noted that they would not be pursuing this matter further.

Agree Realty Corporation is engaged in the ownership, management and development of properties which are primarily single tenant properties leased to major retail tenants and neighborhood community shopping centers. Agree Realty owns and operates a portfolio of 68 properties, located in 16 states and containing 3.4 million square feet of leasable space. For additional information, visit the Company’s website at http://www.agreerealty.com.