<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
RAMCO-GERSHENSON PROPERTIES TRUST
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
RAMCO-GERSHENSON PROPERTIES TRUST
26700 NORTHWESTERN HIGHWAY, SUITE 200
SOUTHFIELD, MICHIGAN 48034
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Ramco-Gershenson Properties Trust (the "Trust") on Tuesday, September 10, 1996
at 11:00 a.m. at the Ritz-Carlton Hotel, 300 Town Center Drive, Dearborn,
Michigan. Your Board of Trustees and management look forward to greeting
personally those Shareholders who are able to attend.
The meeting principally concerns the election of three Trustees for
three-year terms expiring in 1999. The nominees listed in the enclosed proxy
materials are presently Trustees of the Trust.
Your Board of Trustees recommends a vote "FOR" each of the listed nominees.
The accompanying Proxy Statement contains additional information and should be
reviewed carefully by Shareholders. The Trust has previously mailed a copy of
the Trust's Annual Report for fiscal year 1995 to each Shareholder. If you wish
to receive a copy of the Annual Report, please contact Linda Anderson at (810)
350-9900, or write to the Trust at the address indicated above, and a copy of
the Annual Report will be sent to you.
It is important that your shares be represented and voted at the meeting,
whether or not you plan to attend. Please sign, date and mail the enclosed proxy
card at your earliest convenience.
Your continued interest and participation in the affairs of the Trust are
greatly appreciated.
Sincerely,
/s/Joel D. Gershenson
Joel D. Gershenson
Chairman
August 19, 1996
<PAGE> 3
RAMCO-GERSHENSON PROPERTIES TRUST
NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 10, 1996
------------------------
To the Shareholders of Ramco-Gershenson Properties Trust:
Notice is hereby given that the 1996 Annual Meeting of Shareholders of
Ramco-Gershenson Properties Trust (the "Trust") will be held at the Ritz-Carlton
Hotel, 300 Town Center Drive, Dearborn, Michigan on September 10, 1996 at 11:00
a.m., to consider and take action upon the following matters:
(1) The election of three (3) Trustees for a term to expire in 1999;
(2) The ratification of the selection by the Board of Trustees of the
Trust of Deloitte & Touche LLP as the independent auditors of the
Trust for the fiscal year commencing January 1, 1996; and
(3) The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on July 24, 1996 as
the record date for the determination of Shareholders entitled to notice of and
to vote at the meeting and any adjournment thereof. A list of Shareholders
entitled to vote at the meeting will be available for examination by any
Shareholder, for any purpose germane to such meeting, during ordinary business
hours during the 10 days prior to the meeting date, at the offices of the Trust,
27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034.
By Order of the Board of Trustees
/s/Richard D. Gershenson
Richard D. Gershenson
Executive Vice President & Secretary
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR
NOT YOU INTEND TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED FOR YOUR
CONVENIENCE. SHAREHOLDERS CAN HELP THE TRUST AVOID UNNECESSARY EXPENSE AND DELAY
BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD. THE BUSINESS OF THE MEETING TO BE
ACTED UPON BY THE SHAREHOLDERS CANNOT BE TRANSACTED UNLESS AT LEAST A MAJORITY
OF THE OUTSTANDING SHARES OF BENEFICIAL INTEREST IS REPRESENTED AT THE MEETING.
<PAGE> 4
RAMCO-GERSHENSON PROPERTIES TRUST
27600 NORTHWESTERN HIGHWAY, SUITE 200
SOUTHFIELD, MICHIGAN 48034
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
------------------------
INTRODUCTION
GENERAL
The accompanying form of proxy is solicited on behalf of the Board of
Trustees of Ramco-Gershenson Properties Trust (the "Trust") for use at the
Annual Meeting of Shareholders of the Trust (the "Meeting") to be held at the
Ritz-Carlton Hotel, 300 Town Center Drive, Dearborn, Michigan on September 10,
1996. The Trust has first mailed these proxy materials to holders (the
"Shareholders") of shares of beneficial interest, $.10 par value (the "Shares"),
on or about August 19, 1996. The Trust's executive offices are located at 27600
Northwestern Highway, Suite 200, Southfield, Michigan 48034 (telephone: (810)
350-9900). Shareholders of record at the close of business on July 24, 1996 (the
"Record Date") will be entitled to vote at the Meeting.
Proxies in the accompanying form which are properly executed and duly
returned to the Trust and not revoked will be voted as specified and, if no
direction is made, will be voted for the election of each of management's three
nominees for re-election as Trustees and in favor of proposal 2. Each proxy
granted is revocable and may be revoked at any time prior to its exercise by
giving notice to the Trust of its revocation. A Shareholder who attends the
Meeting in person may, if such Shareholder wishes, vote by ballot at the
Meeting, thereby cancelling any proxy previously given.
As of July 24, 1996, 7,123,105 Shares of the Trust were outstanding, with
each Share entitled to one vote on all matters that may come before the Meeting.
CLOSING OF THE RAMCO TRANSACTION
On May 10, 1996, the acquisition by the Trust of substantially all of the
shopping center and retail properties, as well as the management organization
and personnel and business operations, of Ramco-Gershenson Inc. ("Ramco") and
its affiliates was consummated (the "Ramco Transaction"). The Ramco Transaction
was approved at a special meeting of the shareholders of the Trust held on April
29, 1996 pursuant to a Notice of Special Meeting and Proxy Statement mailed to
Shareholders on or about March 29, 1996. As part of the Ramco Transaction, the
Trust changed its name from RPS Realty Trust to Ramco-Gershenson Properties
Trust.
In connection with the consummation of the Ramco Transaction, Messrs.
Edward Blumenfeld, Samuel M. Eisenstat, William A. Rosoff and Alfred D. Stalford
resigned as Trustees of the Trust. Such Trustees were replaced by Messrs. Joel
D. Gershenson, Dennis E. Gershenson, Robert D. Meister and Mark K. Rosenfeld. In
addition, Mr. Edwin J. Glickman, who was previously appointed to the Board of
Trustees, resigned and was replaced by Mr. Selwyn Isakow.
<PAGE> 5
ELECTION OF TRUSTEES
At the Meeting, three Trustees comprising the Class II Trustees are to be
elected for three-year terms expiring in 1999. It is intended that votes will be
cast pursuant to proxies received from Shareholders of the Trust FOR the
nominees listed hereinafter, all of whom are presently Trustees of the Trust,
unless contrary instructions are received.
If for any reason any of the nominees becomes unavailable for election, the
proxies solicited will be voted for such nominees as are selected by management.
Management has no reason to believe that any of the nominees is not available or
will not serve if elected. The election of such Trustee will be decided by a
plurality of the Shares present and entitled to vote at the Meeting.
Set forth in the following table is certain information with respect to
each nominee nominated to serve as a Class II Trustee for a term to expire in
1999 and certain information relating to the Class I Trustees and Class III
Trustees, whose terms expire in 1997 and 1998, respectively.
<TABLE>
<CAPTION>
YEAR FIRST
NAME OF TRUSTEE/ BECAME A
NOMINEE FOR ELECTION AGE PRINCIPAL OCCUPATION TRUSTEE(1)
- ------------------------------------- --- -------------------------------------- ----------
<S> <C> <C> <C>
CLASS II: NOMINEES FOR ELECTION FOR TERMS TO EXPIRE IN 1999
Selwyn Isakow 44 Founder, Chairman and President of The 1996
Oxford Investment Group, Inc., a
private investment and development
group investing in manufacturing,
financial services and selected other
companies, since 1985. Mr. Isakow also
serves on the Board of Directors of
Champion Enterprises, Inc.
Arthur H. Goldberg 54 President of Manhattan Associates, 1988
LLC, a merchant and investment banking
firm, since February 1994. Mr.
Goldberg served as Chairman of Reich &
Company, Inc. (formerly Vantage
Securities, Inc.), a securities and
investment brokerage firm, from
February 1990 to December 1993.
Mark K. Rosenfeld 50 Chairman of the Board since 1993 and 1996
Chief Executive Officer since 1992 of
Jacobson Stores Inc. ("Jacobson"), a
retail fashion merchandiser, and a
director and member of the Executive
Committee of the Board of Jacobson.
Mr. Rosenfeld also served as President
of Jacobson from 1982-1993. Mr.
Rosenfeld is also a director of TCF
Financial Corporation, the holding
company of federally chartered savings
banks.
</TABLE>
- ---------------
(1) Includes periods served as trustee of the Trust's predecessors.
2
<PAGE> 6
<TABLE>
CLASS I: TERM TO EXPIRE IN 1998
<S> <C> <C> <C>
Joel D. Gershenson 55 Chairman of the Trust since May 1996. 1996
Previously, Mr. Joel Gershenson was
president of Ramco, a property
management and development company,
from 1976 to 1996. Mr. Joel Gershenson
has spent the last 15 years directing
the Property Management/Asset
Management Department of Ramco.
Dennis E. Gershenson 53 President and Chief Executive Officer 1996
of the Trust since May 1996.
Previously, Mr. Dennis Gershenson was
Vice President -- Finance and
Treasurer of Ramco from 1976 to 1996.
Mr. Dennis Gershenson has, for the
past 18 years, arranged all of the
financing of Ramco's initial
developments, expansions and
acquisitions.
Robert A. Meister 55 Vice Chairman of Aon Risk Services & 1996
Co., an insurance brokerage, risk
consulting, reinsurance and employee
benefits company, which is a
subsidiary of Aon Corporation, since
March 1991.
</TABLE>
<TABLE>
CLASS III: TERM TO EXPIRE IN 1997
<S> <C> <C> <C>
Stephen R. Blank 51 Managing Director of Oppenheimer & 1988
Co., Inc. since November 1993.
Previously, Mr. Blank was Managing
Director, Real Estate Corporate
Finance, of Cushman & Wakefield, Inc.
for four years.
Herbert Liechtung 66 President of the Trust from 1988 to 1981
February 1996. In connection with the
Ramco Transaction, Mr. Liechtung
resigned his position as President of
the Trust.
Joel M. Pashcow 54 Chairman of the Trust from 1988 to May 1980
1996. In connection with the Ramco
Transaction, Mr. Pashcow resigned his
position as Chairman of the Trust and
now serves as Chairman of the Board of
Trustees of Atlantic Realty Trust, a
Maryland real estate investment trust.
</TABLE>
- ---------------
(1) Includes periods served as trustee of the Trust's predecessors.
3
<PAGE> 7
OTHER INFORMATION ABOUT TRUSTEES
Messrs. Joel Gershenson, Dennis Gershenson, Richard Gershenson, Executive
Vice President and Secretary of the Trust, and Bruce Gershenson, Executive Vice
President and Treasurer of the Trust, are brothers. Mr. Joel Gershenson and Mr.
Dennis Gershenson were general partners of a real estate partnership that filed
a voluntary petition for bankruptcy in 1992.
Set forth below is information as to the Shares beneficially owned as of
July 24, 1996 by each of the Trustees, by each of the executive officers
included in the Summary Compensation Table below and by all Trustees and
executive officers as a group, based on information furnished by each Trustee
and executive officer.
<TABLE>
<CAPTION>
NAME OF TRUSTEE/ SHARES OWNED PERCENT OF
EXECUTIVE OFFICER BENEFICIALLY(1) CLASS
- --------------------------------------------------------------- ------------ ----------
<S> <C> <C>
Selwyn Isakow.................................................. -- --
Arthur H. Goldberg............................................. 48,975(2) (3)
Mark K. Rosenfeld.............................................. 1,000 (3)
Joel D. Gershenson............................................. -- --
Dennis E. Gershenson........................................... 1,000 (3)
Robert A. Meister.............................................. -- --
Stephen R. Blank............................................... 1,962(4) (3)
Herbert Liechtung.............................................. 94,560(5) 1.3%
Joel M. Pashcow................................................ 186,308(6) 2.6%
Stanley Rappoport.............................................. -- --
Edwin R. Frankel............................................... -- --
John J. Johnston, Jr. ......................................... -- --
All Trustees and Executive Officers as a group (12 persons).... 333,805 4.7%
</TABLE>
- ---------------
(1) All amounts are owned directly unless otherwise noted.
(2) Includes 39,125 Shares owned by Mr. Goldberg's wife, 3,750 Shares owned by
trusts for his daughters and 6,100 Shares owned by a pension trust. Mr.
Goldberg disclaims beneficial ownership of the Shares owned by his wife and
by the trusts for his daughters.
(3) Less than 1% of the class.
(4) Includes 1,412 Shares owned by trusts for Mr. Blank's daughters and 550
Shares held in an IRA account for the benefit of Mr. Blank. Mr. Blank
disclaims beneficial ownership of the Shares owned by the trusts for his
daughters.
(5) Includes 42,514 Shares owned by Mr. Liechtung's wife and 52,046 Shares held
in an IRA account for the benefit of Mr. Liechtung and in a retirement
savings plan. Mr. Liechtung disclaims beneficial ownership of the Shares
owned by his wife.
(6) Includes 71,781 Shares held in an IRA account for the benefit of Mr. Pashcow
and in a retirement savings plan and a pension and profit sharing account
and 95,325 Shares owned by an irrevocable trust for his daughter and by a
foundation of which Mr. Pashcow is trustee (for all of which trusts Mr.
Pashcow has shared voting and investment powers). Mr. Pashcow disclaims
beneficial ownership of the Shares owned by the foundation and by each of
the trusts.
4
<PAGE> 8
COMMITTEES
The Trust has an Audit Committee which is presently comprised of Messrs.
Blank (Chairman), Rosenfeld and Isakow. The Audit Committee's duties include the
review and oversight of all transactions between the Trust and its Trustees,
officers, holders of 5% or more of its Shares or any affiliates, periodic review
of the Trust's financial statements and meetings with the Trust's independent
auditors. The Audit Committee met once during 1995.
The Trust also has a Compensation Committee which is presently comprised of
Messrs. Goldberg (Chairman), Blank and Meister. The Compensation Committee's
duties include reviewing all compensation arrangements of the Trust with its
officers and employees and considering changes and/or additions to such
compensation arrangements, including stock option, pension and profit-sharing
plans. The Compensation Committee acts as administrator of the Trust's 1989
Employees' Stock Option Plan and 1996 Share Option Plan. The Compensation
Committee met once during 1995.
The Trust also has a Nominating Committee which is presently comprised of
Messrs. Rosenfeld (Chairman), Liechtung and Isakow. The Nominating Committee
considers the performance of incumbent Trustees and recommends to the
Shareholders nominees for election as Trustees. The Nominating Committee will
consider nominees for Trustees recommended by Shareholders. Such recommendations
for the 1997 Annual Meeting of Shareholders should be submitted to the Chairman
of the Board at 26700 Northwestern Highway, Suite 200, Southfield, Michigan
48034 by February 10, 1997. The Nominating Committee was established after the
end of fiscal 1995.
The Trust also has an Executive Committee which is presently comprised of
Messrs. Pashcow (Chairman) and Dennis Gershenson. The Executive Committee is
permitted to exercise all of the powers and authority of the Board of Trustees,
except as limited by applicable law and by the Trust's Bylaws. The Executive
Committee was established after the end of fiscal 1995.
The Trust also has a Transition Committee which is presently comprised of
Mr. Blank. The Transition Committee's duties include considering and resolving
any issues which may arise in connection with the consummation of the Ramco
Transaction and authorizing the execution of any documents or agreements related
thereto. The Transition Committee was established after the end of fiscal 1995.
During the year ended December 31, 1995, the Board of Trustees held fifteen
meetings. All of the Trustees except for Edward Blumenfeld (who attended 73%)
and Samuel M. Eisenstat (who attended 67%), each of whom resigned in connection
with the Ramco Transaction, attended at least 75% of the aggregate of (i) the
total number of meetings of the Board of Trustees and (ii) the total number of
meetings held by all committees on which such Trustee served.
5
<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of July 24, 1996, the following persons were known by the Trust to be
the beneficial owners of more than five percent of the Shares of the Trust:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP* OF CLASS
- ------------------------------------------------------------- ------------------------ --------
<S> <C> <C>
Poff & Co. (Trustee for Policemen and Firemen Retirement 431,148 6.1%
System of the City of Detroit) Shares
c/o Comerica Bank, Inc. owned
P.O. Box 1319 directly
Detroit, Michigan 48231
Ryback Management Corp. and/or Lindner Investment 560,025 7.9%
Series Trust, in a fiduciary capacity for Lindner Growth Shares owned
Fund as fiduciary with
c/o Ryback Management Corporation sole voting and
7711 Carondelet Avenue, disposition power
Box 16900
St. Louis, Missouri 63105
</TABLE>
- ---------------
* Based solely upon a Schedule 13D and a Schedule 13G filed with the Securities
and Exchange Commission in December 1989 (Poff & Co.) and on February 5, 1996
(Ryback Management Corp.), respectively.
6
<PAGE> 10
MANAGEMENT COMPENSATION AND TRANSACTIONS
CASH COMPENSATION
The following table sets forth information with respect to the cash
compensation paid by the Trust for services rendered during the year ended
December 31, 1995 to Mr. Pashcow, the Trust's Chairman for such fiscal year, and
the four other most highly compensated executive officers of the Trust, whose
total remuneration from the Trust exceeded $100,000 for such period:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------------------
(A) (B) (C) (D) (E) (I)
OTHER
ANNUAL ALL OTHER
SALARY BONUS COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3) ($)(4)
- --------------------------------------------- ---- ------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Joel M. Pashcow.............................. 1995 331,012 -- 81,531 8,100
Chairman(5) 1994 321,650 19,172 97,828 8,100
1993 312,561 5,412 51,358 12,735
Herbert Liechtung............................ 1995 331,012 -- 13,144 8,100
President(6) 1994 321,650 38,342 16,054 8,100
1993 312,561 11,023 11,049 12,735
Stanley Rappoport............................ 1995 167,964 -- 2,520 8,100
Executive Vice President(7) 1994 163,072 -- 1,404 8,100
1993 158,314 -- 1,404 8,625
Edwin R. Frankel............................. 1995 114,860 18,000 3,085 7,748
Senior Vice President & Treasurer(7) 1994 111,514 18,000 3,029 7,535
1993 108,262 18,000 348 6,837
John J. Johnston, Jr. ....................... 1995 113,869 17,600 1,404 7,574
Vice President--Real Estate 1994 110,552 17,600 1,404 7,372
Counsel & Secretary(7) 1993 107,330 17,600 1,404 6,822
</TABLE>
- ---------------
(1) Includes car allowances payable to Messrs. Liechtung and Pashcow pursuant to
the terms of their respective employment agreements.
(2) Bonus amounts earned by Messrs. Liechtung and Pashcow for any year represent
Distribution Incentive Bonus and Origination Bonus for that fiscal year
earned pursuant to the terms of their employment agreements.
(3) Includes perquisites and other personal benefits for such officer, including
certain life insurance premium payments, paid on behalf of the named
officers. Of the amounts reflected for Mr. Pashcow, $76,857 was paid during
1994 for tax and accounting services performed on behalf of Mr. Pashcow for
the years 1992, 1993 and 1994, and $42,357 was paid for such services for
1995.
(4) Includes discretionary contributions by the Trust to the RPS Realty Trust
Retirement Savings Plan for such named officer's account, including
forfeitures, if any.
(5) Pursuant to a termination agreement with Mr. Pashcow, Mr. Pashcow ceased to
be an executive officer of the Trust as of May 10, 1996.
7
<PAGE> 11
(6) Pursuant to the Liechtung Termination Agreement, Mr. Liechtung ceased to be
an executive officer of the Trust as of February 29, 1996.
(7) In connection with the consummation of the Ramco Transaction, such officer
ceased to be an executive officer of the Trust in May 1996.
EMPLOYMENT AGREEMENTS
Pursuant to a Termination Agreement, dated as of March 26, 1996, between
the Trust and Mr. Pashcow (the "Pashcow Termination Agreement"), Mr. Pashcow
agreed to terminate his employment as Chairman of the Trust effective as of the
closing of the Ramco Transaction, which occurred on May 10, 1996. Neither the
Trust nor Mr. Pashcow has any further obligations under Mr. Pashcow's employment
agreement, except that the Trust continues to be obligated to perform its
indemnification obligations thereunder. In accordance with the terms of the
Pashcow Termination Agreement: (i) the Trust paid $310,416 to Mr. Pashcow and
agreed to pay to Mr. Pashcow $1,600,000 on January 15, 1997 with interest at the
rate of 7.75%, (ii) Mr. Pashcow surrendered to the Trust for cancellation all
600,000 Share options previously granted to him by the Trust, which options were
fully vested and provided for an exercise price of $23.00 per Share (subject to
adjustment as set forth in the applicable stock incentive plan) and (iii) the
Trust paid, upon the closing of the Ramco Transaction, an origination bonus in
the amount of $79,900 in accordance with his employment agreement. Pursuant to a
letter agreement executed in connection with the closing of the Ramco
Transaction, Atlantic Realty Trust, a Maryland real estate investment trust
("Atlantic"), agreed to pay the Trust the $1,600,000 which is to be paid by the
Trust to Mr. Pashcow on January 15, 1997. Such amount is to be paid by Atlantic
no later than November 9, 1997 and is represented by a secured promissory note
which bears interest at a rate of interest equal to the Base Rate as announced
by the First National Bank of Boston.
Pursuant to an Amended and Restated Termination Agreement, dated as of
February 29, 1996 (the "Liechtung Termination Agreement"), Mr. Liechtung
terminated his employment as President of the Trust effective as of February 29,
1996. Neither the Trust nor Mr. Liechtung has any further obligations under Mr.
Liechtung's employment agreement, except that the Trust continues to be
obligated to perform its indemnification obligations thereunder. In accordance
with the terms of the Liechtung Termination Agreement: (i) the Trust paid to Mr.
Liechtung a lump-sum termination payment of $1,478,402 and (ii) Mr. Liechtung
surrendered to the Trust for cancellation all 600,000 Share options previously
granted to him by the Trust, which options were fully vested and provided for an
exercise price of $23.00 per Share (subject to adjustment as set forth in the
applicable stock incentive plan). In addition, the Trust paid $159,800 to Mr.
Liechtung, which amount represented the origination bonus Mr. Liechtung would
have been entitled to receive under his employment agreement if the Ramco
Transaction occurred during its term.
In connection with the consummation of the Ramco Transaction, each of
Messrs. Joel Gershenson, Dennis Gershenson, Richard Gershenson, Bruce Gershenson
and Michael A. Ward (collectively, the "Ramco Principals") entered into
employment agreements (collectively, the "Ramco Principals' Employment
Agreements") with the Trust for an initial period of three years commencing on
May 10, 1996, subject to automatic one year extensions thereafter, provided the
Board of Trustees has considered the extension of such term not more than 90
days nor less than 30 days prior to the expiration of the term. Pursuant to such
agreements each Ramco Principal will receive an annual base salary of $100,000
and such other fringe benefits and perquisites (including, without limitation,
medical, dental, disability and life insurance and participation in employee
benefits plans) as are generally made available to management employees of the
Trust. In addition to base salary the Ramco Principals will receive annual
performance-based compensation as determined by the Compensation Committee. Each
Ramco Principals' Employment Agreement provides that such bonus shall
8
<PAGE> 12
not, for each year of such agreement, be less than the following: (i) if Funds
From Operations (as defined below) per share, on an annualized basis, for the
year for which the bonus is to be paid, increases by less than 5% from the Funds
From Operations per share for the previous year, then 0%; (ii) if Funds From
Operations per share, on an annualized basis, for the year for which the bonus
is to be paid, increases by at least 5% but less than 7% from the Funds From
Operations per share for the previous year, then 15% of the executive's base
salary for the year for which the bonus is to be paid; (iii) if Funds From
Operations per share, on an annualized basis, for the year for which the bonus
is to be paid, increases by at least 7% but less than 10% from the Funds From
Operations per share for the previous year, then 22.5% of the executive's base
salary for the year for which the bonus is to be paid; (iv) if Funds From
Operations per share, on an annualized basis, for the year for which the bonus
is to be paid, increases by at least 10% but less than 15% from Funds From
Operations per share for the previous year, then 30% of the executive's base
salary for the year for which the bonus is to be paid; and (v) if Funds From
Operations per share, on an annualized basis, for the year for which the bonus
is to be paid, increases by 15% or more from Funds From Operations per share for
the previous year, then 50% of the executive's base salary for the year for
which the bonus is to be paid. For purposes of the Ramco Principals' Employment
Agreements, "Funds From Operations" means net income (computed in accordance
with generally accepted United States accounting principles), excluding gains
(or losses) from debt restructuring or sales of property, plus depreciation of
real property, and after adjustments for unconsolidated partnerships and joint
ventures. Adjustments for unconsolidated partnerships and joint ventures will be
calculated to reflect Funds from Operations on the same basis. In addition,
pursuant to the 1996 Share Option Plan (the "1996 Plan"), each of the Ramco
Principals will receive options to purchase 24,000 shares of the Trust (that
will vest in equal installments over three years), at an exercise price equal to
$16.00 per share. The Ramco Principals' Employment Agreements also provide for
certain severance payments in the event of death or disability.
Each of the Ramco Principals' Employment Agreements provides that if the
Ramco Principal is terminated without cause or he terminates his employment for
"good reason" (as defined below), such executive officer will be entitled to
receive a severance payment equal to the greater of (i) the aggregate of all
compensation due to such executive officer during the balance of the term of the
employment agreement and (ii) 2.99 times the "base amount" (as defined in the
Internal Revenue Code of 1986, as amended) or, after the second anniversary of
the date of such agreement, 1.99 times and, for the duration of the term, those
fringe benefits provided for under such agreement. "Good reason" includes
diminution in authority, change of location, fewer than two Ramco Principals
serving as members of the Board of Trustees or the Ramco Principals constitute
less than 20% of the members of the Board, and a "change of control." A change
of control will occur if any person or group of commonly controlled persons
other than the Ramco Principals or their affiliates owns or controls, directly
or indirectly, more than 25% of the voting control or value of the capital stock
(or securities convertible or exchangeable therefor) of the Trust.
The Ramco Principals' Employment Agreements provide that the Ramco
Principals will conduct all of their real estate ownership, acquisition,
management and development activities (other than certain limited activities
relating to their existing video arcade, fast food franchise and other
businesses and activities relating to certain excluded assets) through the
Trust. In connection therewith, the Ramco Principals have agreed to offer all
real estate opportunities of which they become aware (other than opportunities
relating to certain excluded assets) to the Trust.
The Ramco Principals' Employment Agreements also provide that the Trust
will indemnify each Ramco Principal to the fullest extent permitted by law, and
will advance to such executive officer all related expenses, subject to
reimbursement if it is subsequently determined that indemnification is not
permitted.
9
<PAGE> 13
SEVERANCE AND OTHER ARRANGEMENTS WITH EXECUTIVE OFFICERS AND CERTAIN KEY
EMPLOYEES
On August 9, 1994, the Board of Trustees adopted a resolution authorizing
the Trust to adopt a severance policy pursuant to which each employee (other
than Messrs. Liechtung and Pashcow, who were not covered by such policy) whose
employment with the Trust was terminated after such date would be entitled to
receive from the Trust an amount equal to one month's salary for each year that
such employee was employed by the Trust (and/or the Trust's predecessors), up to
a maximum of 12 months' salary. In addition, in connection with the negotiation
of the Ramco Transaction, the Board of Trustees determined that it was necessary
to enter into arrangements with certain of the executive officers and key
employees of the Trust, to induce such individuals to remain in the employ of
the Trust at least through the consummation of the Ramco Transaction.
Accordingly, on August 9, 1994, the Board of Trustees authorized the payment to
Messrs. Edwin Frankel, Stanley Rappoport and Steven Liechtung of bonuses (in
addition to the severance arrangements described above) equal to 100% of six
months' salary (with respect to Mr. Frankel) and 25% of six months' salary (with
respect to Messrs. Rappoport and Steven Liechtung), which bonuses would be paid
only in the event that such employee was employed by the Trust upon the
consummation of the Ramco Transaction. On February 8, 1995, in recognition of
the fact that the Ramco Transaction was not expected to be consummated for
several more months, the Compensation Committee of the Board of Trustees
authorized an increase in Mr. Frankel's bonus to 100% of seven months' salary;
authorized the payment to Mr. Rappoport of severance pay equal to 100% of six
months' base salary (in lieu of the standard severance arrangements described
above), in addition to the bonus payment referred to above; and authorized an
increase in Mr. Steven Liechtung's bonus to 100% of four months' salary. On
March 15, 1996, the Compensation Committee ratified an additional bonus of
$50,000 payable to Mr. Frankel. The payments made to each of Messrs. Frankel,
Rappoport and Johnston, each of whom was an executive officer of the Trust in
1995, equalled approximately $272,000, $119,000 and $135,000, respectively.
In connection with the closing of the Ramco Transaction, the Trust
purchased all outstanding options under the 1989 Employee's Stock Option Plan
from the holders thereof, except for Mr. Pashcow and Mr. Liechtung, at a price
of $.50 per option. Messrs. Frankel and Johnston each received $25,000 in
respect of their outstanding options and Mr. Steven Liechtung received $10,000
in respect of his outstanding options.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Trustees (the "Committee") is
responsible for administering the Trust's senior management compensation
program. The Committee is composed entirely of independent Trustees who are not
employees of the Trust; the individual members are listed below. None of these
individuals has any interlocking or other relationships with the Trust that
would call into question their independence as Committee members.
Except as otherwise described below, the Committee has general review
authority over compensation levels of, and sets the compensation of, all
corporate officers and key management personnel of the Trust. The Committee also
administers employee benefit and incentive compensation programs, and considers
and recommends to the Board new benefit programs.
Pursuant to recently adopted rules designed to enhance disclosure of
companies' policies toward executive compensation, set forth below is a report
of the Committee addressing the Trust's compensation policies for 1995 as they
affected the Trust's two principal executive officers, Herbert Liechtung, the
President of the Trust, and Joel M. Pashcow, the Chairman of the Trust, and its
three other most highly paid executives,
10
<PAGE> 14
Stanley Rappoport, John J. Johnston, Jr. and Edwin R. Frankel, the Executive
Vice President, Vice President-Real Estate Counsel and Secretary, and Senior
Vice President and Treasurer, respectively, of the Trust.
The compensation of each of Messrs. Liechtung and Pashcow was set pursuant
to a 10-year employment agreement between each such individual and the Trust.
These employment agreements contained provisions for, among other things,
calculating the base salary paid to each of Messrs. Liechtung and Pashcow, as
well as the formulae used to determine bonus payments to such individuals.
Base salary for each of Mr. Liechtung and Mr. Pashcow was adjusted annually
to reflect cost-of-living increases, subject to certain limitations. The bonus
payments payable to Messrs. Liechtung and Pashcow pursuant to their respective
employment contracts related directly to the Trust's performance and the
individual performance of such officers; a Distribution Incentive Bonus was
payable only to the extent that distributions to the Trust's Shareholders during
a fiscal year exceeded a specified amount, and an Origination Bonus was paid
only to the extent that the Trust succeeded in making certain long-term
investments. Messrs. Liechtung and Pashcow did not receive a Distribution
Incentive Bonus or an Organization Bonus for 1995. However, pursuant to their
respective Termination Agreements, Messrs. Liechtung and Pashcow were paid
Origination Bonuses equalling $159,800 and $79,900, respectively, in 1996. The
Trust also provided certain other benefits to Messrs. Liechtung and Pashcow
during 1995 pursuant to such employment agreements in the form of non-cash
compensation, for items such as professional fees and insurance. Messrs.
Liechtung and Pashcow also participated in medical, retirement and other benefit
plans available to other officers and employees of the Trust. Messrs. Liechtung
and Pashcow have participated in the deliberations of the Committee, but did not
vote with respect to the compensation of the other members of the Trust's senior
management.
The Committee did not negotiate or pass separately upon the payments to be
made to Mr. Liechtung pursuant to the Liechtung Termination Agreement. The terms
of the Liechtung Termination Agreement were negotiated by a Special Acquisition
Committee of the Board of Trustees, and were unanimously approved by the members
of the Board of Trustees (other than Messrs. Liechtung and Pashcow).
The compensation package offered by the Trust to its senior executives is
intended to enable the Trust to attract, motivate and retain qualified senior
management, taking into account both annual and long-term performance goals of
the Trust and recognizing individual initiative and achievements. Executive
compensation generally consists of base salary and annual bonus, as well as a
combination of benefit programs. Annual bonus payments for such officers
generally were set at a minimum level and are viewed by the Committee and such
officers as a component of base compensation. Bonus payments in excess of such
minimum amount may be paid by the Trust, upon the recommendation of the
Committee after taking into account the views of the Chairman and the Chief
Executive Officer of the Trust, to reward superior individual performance and
improvement in the performance of the Trust.
In view of the recent adverse economic climate and its effect on the real
estate industry generally and the Trust's performance specifically, compensation
increases for Messrs. Rappoport, Johnston and Frankel were limited in 1995 to
cost-of-living adjustments to base salary. In addition, Messrs. Johnston and
Frankel received bonus payments equal to the bonus payments paid to such
officers for 1994. As stated above, these bonuses constituted a component of
such officers' base compensation; the Committee believed that failure to pay
such bonuses could adversely affect morale and put the Trust at a competitive
disadvantage in its ability to attract and retain qualified individuals. The
aggregate compensation paid to Messrs. Rappoport, Johnston and Frankel for 1995
was less than that paid in 1994, after taking into account the impact of
inflation.
11
<PAGE> 15
Mr. Rappoport received no annual bonus payment; his entire compensation package
was comprised of base salary plus participation in the Trust's benefit programs.
In addition, as described above under "Severance and Other Arrangements
with Executive Officers and Certain Key Employees," the Committee reviewed the
additional bonuses and other payments to be paid to Messrs. Frankel and
Rappoport which were authorized by the Board of Trustees in order to induce such
individuals to remain in the employment of the Trust through the consummation of
the Ramco Transaction. (The Committee did not approve separately the severance
and other arrangements approved by the Board of Trustees in August 1994.) As
described above, the Committee, after taking into account the extended time
period during which the Ramco Transaction was expected to be consummated,
determined to increase such payments. The Committee determined that the services
provided by Messrs. Frankel and Rappoport were essential to the Trust's
well-being, and that failure to retain the services of such individuals, at a
time when the Transaction was still being negotiated, could have had an adverse
effect on the Trust. Accordingly, the Committee, together with the Special
Acquisition Committee, authorized the special bonus and other payments to
Messrs. Frankel and Rappoport.
The Committee has reviewed the Trust's compensation policies in light of
the addition of Section 162(m) to the Internal Revenue Code, which generally
limits deductions for compensation paid to certain executive officers to
$1,000,000 per annum (although certain performance based compensation was not
subject to that limit), and determined that the compensation levels of the
Trust's executive officers (other than Messrs. Liechtung and Pashcow, whose
compensation was not determined by the Compensation Committee) were not at a
level that would be affected by such amendments. The Committee intends to
continue to review the application of Section 162(m) to the Trust with respect
to any future compensation programs considered by the Trust.
In connection with, and as a result of, the consummation of the Ramco
Transaction, the management, operations and business of the Trust have undergone
significant changes. The current membership of the Committee differs
significantly from the Committee which was in place during fiscal 1995, and the
policies of the current Committee may in the future differ from those of the
former Committee.
MEMBERS OF THE COMPENSATION COMMITTEE:
ARTHUR H. GOLDBERG
STEPHEN R. BLANK
ROBERT A. MEISTER
COMPENSATION OF TRUSTEES
The independent Trustees each received $20,000 in compensation for serving
as a Trustee in 1995, plus reimbursement of travel expenses and other
out-of-pocket disbursements incurred in connection with attending any meetings.
Except as described below, Trustees did not receive any additional compensation
for attending meetings or for serving on any regular committees of the Board.
Messrs. Pashcow, Liechtung and Rosoff did not receive any compensation for their
services as Trustees.
12
<PAGE> 16
COMPENSATION OF CERTAIN COMMITTEE MEMBERS
During 1995, the Board of Trustees authorized payments totalling $150,000
to each of Messrs. Blank and Goldberg in their capacities as members of the
Special Acquisition Committee (a committee comprised of Messrs. Blank, Goldberg
and Rosoff established to assist the Trust's management in the negotiation of
the Ramco Transaction, which committee was eliminated after consummation of the
Ramco Transaction). Mr. Rosoff did not receive any compensation for his service
on such committee. In addition, on April 13, 1995, the Board of Trustees
authorized the payment of $25,000 to be paid to each of Messrs. Goldberg,
Blumenfeld and Glickman in their capacities as members of the Spin-Off Committee
(a committee established by the Board of Trustees to work with the Trust's
management in structuring and analysis of certain transactions undertaken by the
Trust in connection with the Ramco Transaction, which committee was eliminated
after consummation of the Ramco Transaction). These payments were made to
Messrs. Goldberg, Blumenfeld and Glickman during 1996.
13
<PAGE> 17
RAMCO-GERSHENSON PROPERTIES TRUST
RELATIVE PERFORMANCE V. NAREIT MORTGAGE AND EQUITY REIT INDICES
AND THE S&P 500
TOTAL RETURNS INCLUDING THE REINVESTMENT OF DIVIDENDS
<TABLE>
<CAPTION>
Mortgage REIT Index Equity REIT Index S&P 500 RPT
<S> <C> <C> <C> <C>
DEC-90 100 100 100 100
DEC-91 131.83 135.7 130.55 104
DEC-92 134.36 155.49 140.56 119
DEC-93 153.91 186.06 154.6 101
DEC-94 116.51 191.95 156.63 124
DEC-95 190.39 221.26 215.25 138
</TABLE>
SOURCE: NAREIT & IDD/TRADELINE
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Trust's officers and Trustees and persons who own more than ten percent of a
registered class of the Trust's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the
"Commission") and the New York Stock Exchange. Officers, Trustees and greater
than ten percent Shareholders are required by regulation of the Commission to
furnish the Trust with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Trust believes that, during the fiscal year
ended December 31, 1995, all filing requirements applicable to its officers,
Trustees and greater than ten percent beneficial owners were satisfied.
14
<PAGE> 18
INTERESTS OF CERTAIN PERSONS
Steven Liechtung, the son of Herbert Liechtung, was a Vice President of the
Company during 1995. Steven Liechtung received compensation aggregating $136,241
for services rendered in all capacities to the Trust during the year ended
December 31, 1995. In addition, on December 6, 1989, Steven Liechtung was
granted options to purchase 20,000 Shares, at an exercise price of $23.00 per
Share, pursuant to the Trust's 1989 Employee's Stock Option Plan. In connection
with the Ramco Transaction, these options were purchased by the Trust for an
aggregate payment of $10,000. In addition, Steven Liechtung received certain
severance and other payments described above in connection with the consummation
of the Ramco Transaction.
The law firm of Wolf, Block, Schorr and Sollis-Cohen ("Wolf, Block") served
as special real estate counsel to the Trust in connection with the Ramco
Transaction. In 1995, Wolf, Block received legal fees of approximately $809,615
from the Trust in connection with the Ramco Transaction. William Rosoff, who was
a member of the Company's Board of Trustees during 1995, was a partner of Wolf,
Block until January 15, 1996.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP has been appointed as independent
auditors for the Trust by the Trust's Board of Trustees to examine and report on
financial statements for the fiscal year ending December 31, 1996, which
appointment will be submitted to Shareholders for ratification at the Meeting.
Deloitte & Touche LLP audited and reported on the Trust's financial statements
for the fiscal year ended December 31, 1995. Representatives of that firm are
expected to be present at the Meeting, with the opportunity to make a statement
if they desire to do so, and to be available to respond to appropriate
questions. The affirmative vote of a majority of the Shares present and entitled
to vote at the Meeting is required to ratify appointment of the independent
auditors.
Submission of the appointment of the auditors to the Shareholders for
ratification will not limit the authority of the Board of Trustees to appoint
another accounting firm to serve as independent auditors if the present auditors
resign or their engagement is otherwise terminated. If the Shareholders do not
ratify the appointment of Deloitte & Touche LLP at the Meeting, management
intends to call a special meeting of Shareholders to be held as soon as
practicable after the Meeting to ratify the appointment of another independent
public accounting firm as independent auditors for the Trust.
SHAREHOLDERS' PROPOSALS
Any proposal by a Shareholder of the Trust intended to be presented at the
1997 Annual Meeting of Shareholders must be received by the Trust at its
principal executive office not later than February 10, 1996 for inclusion in the
Trust's proxy statement and form of proxy relating to that meeting. Any such
proposal must also comply with other requirements of the proxy solicitation
rules of the Commission.
15
<PAGE> 19
VOTING PROCEDURES
Trustees are elected by a plurality of the votes cast at the Annual
Meeting. Only shares that are voted in favor of a particular nominee will be
counted toward such nominee's achievement of a plurality. Shares present at the
Meeting that are not voted for a particular nominee or shares present by proxy
where the shareholder properly withheld authority to vote for such nominee
(including broker non-votes) will not be counted toward such nominee's
achievement of a plurality.
ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST BY ANY SHAREHOLDER ENTITLED TO VOTE AT THE MEETING,
THE TRUST WILL FURNISH THAT PERSON WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 WHICH IS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO. If a person requesting the report was not a Shareholder of
record on July 24, 1996, the request must contain a good faith representation
that the person making the request was a beneficial owner of Shares at the close
of business on such date. Requests should be addressed to Linda Anderson,
Ramco-Gershenson Properties Trust, 27600 Northwestern Highway, Suite 200,
Southfield, Michigan 48034.
OTHER BUSINESS AND EXPENSE OF SOLICITATION
Management does not know of any other matters to be brought before the
Meeting except those set forth in the notice thereof. If other business is
properly presented for consideration at the Meeting, it is intended that the
proxies will be voted by the persons named therein in accordance with their
judgment on such matters. Proxies are being solicited on behalf of the Board of
Trustees by use of the mail. The cost of preparing this Proxy Statement and all
other costs in connection with this solicitation of proxies for the Meeting is
being borne by the Trust.
Your cooperation in giving this matter your immediate attention and in
returning your proxies promptly will be appreciated.
By Order of the Board of Trustees
/s/Richard D. Gershenson
Richard D. Gershenson, Secretary
August 19, 1996
16
<PAGE> 20
RAMCO-GERSHENSON PROPERTIES TRUST
27600 NORTHWESTERN HIGHWAY, SUITE 200
SOUTHFIELD, MICHIGAN 48034
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
ON SEPTEMBER 10, 1996
The undersigned hereby appoints BRUCE A. GERSHENSON and RICHARD D.
GERSHENSON or either of them, each with full power of substitution, proxies of
the undersigned to vote all shares of beneficial interest of Ramco-Gershenson
Properties Trust (the "Trust") which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Trust to be held on the 10th day of
September, 1996 at 11:00 a.m., at the Ritz-Carlton Hotel, 300 Town Center
Drive, Dearborn, Michigan and all adjournments thereof, as fully and with the
same force and effect as the undersigned might or could do if personally
present thereat. Said proxies are instructed to vote as follows:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 21
PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
1. Election of Class II Trustees.
FOR WITHHELD
[ ] [ ]
NOMINEES: Selwyn Isakow
Arthur H. Goldberg
Mark K. Rosenfeld
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.
_________________________________________
2. The ratification of the selection by the Board of Trustees of the
Trust of Deloitte & Touche LLP as the independent public accountants
of the Trust for the fiscal year commencing January 1, 1996.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In accordance with their judgment with respect to any other business
that may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE THREE NOMINEES.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED
ENVELOPE.
SIGNATURE(S)_______________________________________DATE_______________1996
NOTE: This Proxy must be signed exactly as your name appears. Executor,
administrator, trustee, partners, etc. should give full title as such. If the
signer is a corporation, please sign full corporation name by duly authorized
officer, who should state his title.
