<PAGE> 1
Registration No. 333-______
As filed with the Securities and Exchange Commission on December 17, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
RAMCO-GERSHENSON PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 13-6908486
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27600 NORTHWESTERN HIGHWAY, SUITE 200 48034
SOUTHFIELD, MICHIGAN (Zip Code)
(Address of Principal Executive Offices)
1996 SHARE OPTION PLAN OF RAMCO-GERSHENSON PROPERTIES TRUST
(Full title of the plan)
DENNIS E. GERSHENSON
PRESIDENT
RAMCO-GERSHENSON PROPERTIES TRUST
27600 NORTHWESTERN HIGHWAY, SUITE 200
SOUTHFIELD, MI 48034
(Name and address of agent for service)
(248) 350-9900
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares (1) 855,054 shares $ 19.34 (2) $ 16,536,744.36 (2) $ 4,878.34
</TABLE>
(1) Shares of beneficial interest of the Registrant, $.10 par value per share
("Shares")
(2) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities Act,
solely for the purpose of computing the registration fee and based on
the average of the high and low prices of the Shares as traded on the New
York Stock Exchange on December 11, 1997.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. Annual Report of Ramco-Gershenson Properties Trust (the
"Registrant") on Form 10-K for the fiscal year ended December 31, 1996,
filed with the Securities and Exchange Commission (the "Commission") on
March 28, 1997, pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
2. Quarterly Report of the Registrant on Form 10-Q for the quarter
ended March 31, 1997, as filed with the Commission on May 15, 1997,
pursuant to the Exchange Act.
3. Quarterly Report of the Registrant on Form 10-Q for the quarter
ended June 30, 1997, as filed with the Commission on August 13, 1997,
pursuant to the Exchange Act.
4. Quarterly Report of the Registrant on Form 10-Q for the quarter
ended September 30, 1997, as filed with the Commission on November 14,
1997, pursuant to the Exchange Act.
5. The Report of the Registrant on Form 8-K, filed with the Commission
on November 14, 1997, pursuant to the Exchange Act.
6. The description of the Registrant's Shares contained in Item 1 of
the Registrant's Registration Statement on Form 8-A filed with the
Commission on November 1, 1988, pursuant to Section 12 of the Exchange
Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein by reference modifies or supersedes such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed upon by
Honigman Miller Schwartz and Cohn, Detroit, Michigan, general counsel to the
Registrant. Attorneys with Honigman Miller Schwartz and Cohn may be deemed to
beneficially own 65,470 Shares as of December 16, 1997.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Declaration of Trust of the Registrant
provides that a trustee, officer, employee or agent of the Registrant shall not
be personally liable to the Registrant or to any shareholder, trustee, officer,
employee or agent of the Registrant or to any other person for any action or
failure to act. However, the Declaration does not eliminate or limit the
liability of a trustee, officer, employee or agent for breach of the duty of
loyalty to the Registrant for (i) acts or omissions not in good faith or
involving intentional misconduct or knowing violations or (ii) any transaction
where the trustee, officer, employee or agent derived an improper benefit.
Subject to the following exceptions, the Registrant shall indemnify, to the
fullest extent permitted by law, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed claim,
demand, action, suit or proceeding, whether civil or criminal, administrative or
investigative, by reason of the fact that he is or was a trustee, officer,
employee or agent of the Registrant, or is or was serving at the request of the
Registrant as a director, trustee, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
Registrant will not indemnify any person for (i) acts or omissions not in good
faith or not in a manner that the trustee, officer, employee or agent believed
to be in or not opposed to the best interests of the Registrant; (ii) with
respect to any criminal action or proceeding, conduct which the trustee,
officer, employee or agent had reasonable cause to believe that the conduct was
unlawful; or (iii) willful misconduct.
The Registrant has obtained Directors' and Officers' liability
insurance. The policy provides for $10 million in coverage including prior acts
dating to the Registrant's inception and liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
4.1 1996 Share Option Plan of Ramco-Gershenson Properties Trust
4.2 Amended and Restated Declaration of Trust of RPS Realty Trust,
dated October 14, 1988, as amended on May 10, 1996,
incorporated by reference to Exhibits 3 and 4(a) to the
Registrant's Registration Statement on Form S-4 (Registration
No. 33-25272) and to Exhibit 3(i) to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30,
1996.
<PAGE> 4
4.3 By-laws of RPS Realty Trust, dated December 6, 1989, as
amended on May 10, 1996, incorporated by reference to Exhibit
4.2 to the Registrant's Current Report on Form 8-K, dated
December 6, 1989, and to Exhibit 3(ii) to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30,
1996.
5 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Honigman Miller Schwartz and Cohn (included
in the opinion filed as Exhibit 5 to this Registration
Statement)
24 Power of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration
Statement)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on
Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic
<PAGE> 5
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Southfield, State of Michigan, on December 10, 1997.
RAMCO-GERSHENSON PROPERTIES TRUST
By: /s/ Dennis E. Gershenson
------------------------------------------
Dennis E. Gershenson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of RAMCO-GERSHENSON PROPERTIES TRUST, a Massachusetts business
trust (the "Trust"), hereby constitutes and appoints Joel D. Gershenson and
Dennis E. Gershenson, and each of them, the true and lawful attorneys-in-fact
and agents of the undersigned, each with the power of substitution for him in
any and all capacities, with full power and authority in said attorneys-in-fact
and agents and in any one or more of them, to sign, execute and affix his seal
thereto and file the proposed registration statement on Form S-8 to be filed by
the Trust under the Securities Act of 1933, as amended, which registration
statement relates to the registration and issuance of the Trust's Shares,
pursuant to the 1996 Share Option Plan of Ramco-Gershenson Properties Trust, and
any of the documents relating to such registration statement, any and all
amendments to such registration statement, including any amendment thereto
changing the amount of securities for which registration is being sought, and
any post-effective amendment, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority;
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue hereof.
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President, Chief Executive
/s/ Dennis E. Gershenson Officer and Trustee
- ------------------------- (Principal Executive Officer) December 10, 1997
Dennis E. Gershenson
Chief Financial Officer
/s/ Richard J. Smith (Principal Financial Officer and
- ------------------------- Principal Accounting Officer) December 10, 1997
Richard J. Smith
/s/ Stephen R. Blank
- ------------------------- Trustee December 10, 1997
Stephen R. Blank
/s/ Joel D. Gershenson
- ------------------------- Trustee December 10, 1997
Joel D. Gershenson
/s/ Arthur H. Goldberg
- ------------------------- Trustee December 10, 1997
Arthur H. Goldberg
/s/ Selwyn Isakow
- ------------------------- Trustee December 10, 1997
Selwyn Isakow
/s/ Herbert Liechtung
- ------------------------- Trustee December 10, 1997
Herbert Liechtung
- ------------------------- Trustee
Robert A. Meister
/s/ Joel M. Pashcow
- ------------------------- Trustee December 10, 1997
Joel M. Pashcow
- ------------------------- Trustee
Mark K. Rosenfeld
</TABLE>
<PAGE> 8
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
4.1 1996 Share Option Plan of Ramco-Gershenson Properties Trust
4.2 Amended and Restated Declaration of Trust of RPS Realty Trust, dated
October 14, 1988, as amended on May 10, 1996, incorporated
by reference to Exhibits 3 and 4(a) to the Registrant's
Registration Statement on Form S-4 (Registration No.
33-25272) and to Exhibit 3(i) to the Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 1996.
4.3 By-laws of RPS Realty Trust, dated December 6, 1989, as amended on May 10,
1996, incorporated by reference to Exhibit 4.2 to the Registrant's Current
Report on Form 8-K, dated December 6, 1989, and to Exhibit 3(ii) to the
Registrant's Quarterly Report on Form 10-Q for the period ended June 30,
1996.
5 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the opinion
filed as Exhibit 5 to this Registration Statement)
24 Power of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration
Statement)
<PAGE> 1
Exhibit 4.1
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
December 17, 1997
1996 SHARE OPTION PLAN
OF
RAMCO-GERSHENSON PROPERTIES TRUST
<PAGE> 2
TABLE CONTENTS
PAGE
----
SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS....................... 1
SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT
PARTICIPANTS AND DETERMINE AWARDS.............................. 4
SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS;
SUBSTITUTION................................................... 5
SECTION 4. ELIGIBILITY.................................................... 6
SECTION 5. SHARE OPTIONS.................................................. 6
SECTION 6. TAX WITHHOLDING................................................ 11
SECTION 7. TRANSFER, LEAVE OF ABSENCE, ETC................................ 12
SECTION 8. AMENDMENTS AND TERMINATION..................................... 12
SECTION 9. CHANGE OF CONTROL PROVISIONS................................... 12
SECTION 10. GENERAL PROVISIONS............................................. 14
SECTION 11. EFFECTIVE DATE OF PLAN......................................... 15
SECTION 12. GOVERNING LAW.................................................. 15
<PAGE> 3
1996 SHARE OPTION PLAN
OF
RAMCO-GERSHENSON PROPERTIES TRUST
SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS
The 1996 Share Option Plan of Ramco-Gershenson Properties Trust (the
"Plan") was adopted to encourage and enable the officers and employees of
Ramco-Gershenson Properties Trust, formerly known as RPS Realty Trust, a
Massachusetts business trust (the "Company"), and the officers and employees of
Ramco Gershenson Properties, L.P., a Delaware limited partnership (the
"Operating Partnership"), Ramco-Gershenson, Inc., a Michigan corporation (the
"Management Company"), and their respective Subsidiaries (as hereinafter
defined) upon whose judgment, initiative and efforts the Company largely depends
for the successful conduct of its business, to acquire a proprietary interest in
the Company. It is anticipated that providing such persons with a direct stake
in the Company's welfare will assure a closer identification of their interests
with those of the Company, thereby stimulating their efforts on the Company's
behalf and strengthening their desire to remain with the Company.
The following terms shall be defined as set forth below:
"Act" means the Securities Exchange Act of 1934, as amended.
"Award" or "Awards" means Share Options.
"Board" means the Board of Trustees of the Company.
"Cause" (a) if an Employee is not subject to a written employment
agreement with any Employer, means the occurrence of one or more of the
following: (i) an Employee is convicted of, pleads guilty to, or confesses to
any felony or any act of fraud, misappropriation or embezzlement which has an
immediate and materially adverse effect on an Employer, as determined by the
Board in good faith in its sole discretion, (ii) an Employee engages in a
fraudulent act to the material damage or prejudice of an Employer or in conduct
or activities materially damaging to the property, business or reputation of an
Employer, all as determined by the Board in good faith in its sole discretion,
(iii) any material act or omission by an Employee involving malfeasance or
negligence in the performance of the Employee's duties to an Employer to the
material detriment of an Employer, as determined by the Board in good faith in
its sole
1
<PAGE> 4
discretion, which has not been corrected by the Employee within 30 days after
written notice of any such act or omission, (iv) failure by an Employee to
comply in any material respect with any written policies or directives of the
Board as determined by the Board in good faith in its sole discretion, which has
not been corrected by the Employee within 30 days after written notice of such
failure, or (v) material breach by an Employee of his noncompetition agreement
with an Employer, if any, as determined by the Board in good faith in its sole
discretion or (b) if an Employee is subject to a written employment agreement
with any Employer, has the meaning set forth in such employment agreement.
"Change of Control" (a) if an Employee is not subject to a written
employment agreement with any Employer, shall have the meaning set forth in
Section 9 hereof or (b) if any Employee is subject to a written employment
agreement with any Employer, has the meaning set forth in such employment
agreement.
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.
"Committee" means the Committee of the Board referred to in Section 2
hereof.
"Company Subsidiary" means any corporation, partnership or other entity
(other than the Company) in an unbroken chain beginning with the Company if all
of them, in the aggregate, other than the last one in the unbroken chain, then
own stock or other interests possessing 50 percent or more of the total combined
economic interests or the total combined voting power of all classes of stock or
other interests in each of the others in such chain; provided, however, that
"Company Subsidiary" shall not include the Operating Partnership, the Management
Company or any of their Subsidiaries.
"Declaration of Trust" means the Amended and Restated Declaration of
Trust of the Company dated October 14, 1988, as amended.
"Disability" (a) if an Employee is not subject to a written employment
agreement with any Employer, shall mean an Employee's inability to perform his
normal required services for the Employer for a period of six consecutive months
by reason of the Employee's mental or physical disability, as determined by the
Committee in good faith in its sole discretion or (b) if an Employee is subject
to a written employment agreement with any Employer, has the meaning set forth
in such employment agreement.
"Disinterested Person" means an Independent Trustee who qualifies as
such under Rule 16b-3 (c) (2) (i) promulgated under the Act, or any successor
definition under the Act.
"Effective Date" has the meaning set forth in Section 11 hereof.
"Employee" means any officer or other employee (as defined in
accordance with Section 3401(c) of the Code) of an Employer.
"Employer" means, as the context may require, the Company, the
Operating Partnership, the Management Company and their respective Subsidiaries.
2
<PAGE> 5
"Existing Option Plan" means the RPS Realty Trust 1989 Employees' Stock
Option Plan, as amended from time to time.
"Fair Market Value" on any given date means the last reported sale
price at which Shares are traded on such date or, if no Shares are traded on
such date, the most recent date on which Shares were traded, as reflected on the
New York Stock Exchange or, if applicable, any other national stock exchange on
which the Shares are traded. If the Shares are not listed on any national
exchange, the Committee will determine the Fair Market Value.
"Independent Trustee" means a member of the Board who is not also an
Employee of the Trust and who is otherwise a Disinterested Person.
"Management Company Subsidiary" means any corporation, partnership or
other entity (other than the Management Company) in all unbroken chain beginning
with the Management Company if all of them, in the aggregate, other than the
last one in the unbroken chain, then own stock or other interests possessing 80
percent or more of the total combined economic interests or the total combined
voting power of all classes of stock or other interests in each of the others in
such chain.
"OP Units" means units of limited partnership interest of
Ramco-Gershenson Properties, L.P., a Delaware limited partnership.
"Operating Partnership Subsidiary" means any corporation, partnership
or other entity (other than the Operating Partnership) in an unbroken chain
beginning with the Operating Partnership if all of them, in the aggregate, other
than the last one in the unbroken chain, then own stock or other interests
possessing 50 percent or more of the total combined economic interests or the
total combined voting power of all classes of stock or other interests in each
of the others in such chain.
"Option" or "Share Option" means any option to purchase Shares granted
pursuant to Section 5 hereof.
"Predecessor Entities" means Resources Pension Shares 1, Resources
Pension Shares 2, Resources Pension Shares 2, Resources Pension Shares 3,
Integrated Resources Pension Sharers 4, a California limited partnership,
Resources Pension Advisory Corp., and/or any of its affiliates, and
Ramco-Gershenson, Inc., a Michigan corporation.
"Ramco Transaction" means the transaction to be effectuated by the
Company, the Operating Partnership and Ramco-Gershenson, Inc. and its affiliates
pursuant to the Amended and Restated Master Agreement dated as of December 27,
1995 (as amended, the "Master Agreement").
3
<PAGE> 6
"Retirement" means an Employee's Termination of Employment after
attainment of age 55 and completion of 15 years of continuous service to the
Company and/or any other Employer and/or any Predecessor Entity as a Trustee or
Employee.
"Share" means the shares of beneficial interest, par value $.10 per
share, of the Company, subject to adjustments pursuant to Section 3 hereof.
"Share Ownership Limit" means the restrictions contained in the
Company's Declaration of Trust provided that, subject to certain exceptions, no
individual shareholder may own, or be deemed to own by virtue of the attribution
provisions of the Code, more than 9.8 percent of the aggregate number or value
of the Company's outstanding shares of beneficial interest.
"Subsidiary" means a Company Subsidiary, an Operating Partnership
Subsidiary or a Management Company Subsidiary.
"Termination of Employment" means, subject to Section 7, the time when
the employee-employer relationship between the Employer and an Employee is
terminated for any reason or, if Employee is covered by an employment agreement,
the time such employment agreement expires by its terms (provided such Employee
does not continue to serve the Employer as an Employee); provided, however,
that, if an Employer ceases to quality as such under the Plan as a result of a
sale of shares of beneficial interest or other interests or any similar event, a
Termination of Employment of the Employees who were employed by such Employer
immediately prior to such cessation shall be deemed to have occurred. Subject to
the terms of any written employment agreement between an Employer and an
Employee, the Committee, in its sole and absolute discretion, shall determine
the effect of all other matters and questions relating to Termination of
Employment, including, but not limited to, the question of whether a Termination
of Employment resulted from Disability or for Cause, and, subject to Section 7
hereof, all questions of whether particular leaves of absence shall constitute
Terminations of Employment.
"Trustees' Plan" means the RPS Realty Trust 1989 Trustees' Stock Option
Plan, as amended from time to time.
SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS
AND DETERMINE AWARDS
(a) Committee. The Plan shall be administered by all of the members of
the Compensation Committee of the Board who are Independent Trustees, or any
other committee of not less than two Independent Trustees performing similar
functions, as appointed by the Board from time to time. Each member of the
Committee shall be a Disinterested Person and an "outside director" within the
meaning of Section 162(m) of the Code and the regulations promulgated thereunder
to the extent applicable.
4
<PAGE> 7
(b) Powers of Committee. The Committee shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:
(i) to select the officers and other Employees to whom Awards
may from time to time be granted;
(ii) to determine the time or times of grant, and the extent
to which, if any, Share Options are granted to any one or more
participants;
(iii) to determine the number of Shares to be covered by any
Award;
(iv) to determine and modify the terms and conditions,
including restrictions, not inconsistent with the terms of the Plan, of
any Award, which terms and conditions may differ among individual
Awards and participants, and to approve the form of written instruments
evidencing the Awards;
(v) to accelerate the exercisability or vesting of all or any
portion of any Award;
(vi) subject to the provisions of Section 5(a)(iii), to extend
the period in which Share Options may be exercised; and
(vii) to adopt, alter and repeal such rules, guidelines and
practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and
provisions of the Plan and any Award (including related written
instruments); to make all determinations it deems advisable for the
administration of the Plan; to decide all disputes arising in
connection with the Plan; and to otherwise supervise the Administration
of the Plan.
All decisions and interpretations of the Committee shall be binding on
all persons, including the Company and Plan participants.
SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
(a) Shares Issuable. The maximum number of Shares reserved and
available for issuance under the Plan shall equal the difference between (i) 9
percent of the total number of issued and outstanding shares of Stock (on a
fully diluted basis assuming the exchange of all OP Units for Shares) and (ii)
the number of Shares subject to options under the Existing Option Plan and the
Trustees' Plan, calculated with respect to both clauses (i) and (ii) as of the
Effective Date (which maximum amount equates to 855,054 Shares). For purposes of
this limitation, the Shares underlying any Awards which are forfeited,
cancelled, reacquired by the Company, satisfied without the issuance of Shares
or otherwise terminated (other than by exercise) shall be added back to the
shares of Shares available for issuance under the Plan so long as the
participants to whom such Awards had been previously granted received no
benefits of ownership of the
5
<PAGE> 8
underlying Shares to which the Award related. Subject to such overall limitation
and except for the Initial Grants, Shares in respect of Awards granted under the
Plan may be issued up to such maximum number, provided, however, that no more
than 50,000 Share Options (plus, if applicable, any Initial Grant for 1996) may
be granted to any one individual during any calendar year. The shares available
for issuance under the Plan may be authorized buy unissued Shares or Shares
reacquired by the Company.
(b) Dividends, Mergers, etc. In the event of a Share dividend, Share
split or similar change in capitalization affecting the Shares, the Committee
shall make appropriate adjustments in (i) the number and kind of shares of Stock
or securities on which Awards may thereafter be granted, (ii) the number and
kind of shares remaining subject to outstanding Awards, and (iii) the option or
purchase price in respect of such shares.
(c) Substitute Awards. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become Employees as a result of a merger or
consolidation of the employing corporation with the Company or a Subsidiary or
the acquisition by the Company or a Subsidiary of property or stock of the
employing corporation. The Committee may direct that the substitute awards be
granted on such terms and conditions as the Committee considers appropriate in
the circumstances.
SECTION 4. ELIGIBILITY
Participants in the Plan will be the persons listed on Exhibit A and
such full or part-time officers and other key Employees who are responsible for
or contribute to the management, growth or profitability of the Company and the
other Employers and who are selected from time to time by the Committee, in its
sole discretion.
SECTION 5. SHARE OPTIONS
Any Share Option granted under the Plan shall be in such form, and
shall be evidenced by such written Option agreement, as the Committee may from
time to time approve. Share Options granted under the Plan shall be
non-qualified stock options and are not intended to qualify as "incentive stock
options," as defined in Section 422 of the Code.
(a) Share Options Granted to Employees. Upon the adoption of the Plan
by the Board, and subject to Section 11, the Share Options set forth on Exhibit
A hereto shall be granted (the "Initial Grants"). Thereafter, the Committee in
its discretion may grant Share Options to eligible Employees of the Company or
any other Employer.
Share Options granted to Employees pursuant to this Section 5 (a) shall
be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable:
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(i) Exercise Price. The exercise price per share for the
Shares covered by a Share Option granted pursuant to this Section 5(a)
shall be determined by the Committee at the time of grant but shall not
be less than 100% of the Fair Market Value on the date of grant;
provided that, the exercise price per share for the Shares covered by a
Share Option granted as part of the Initial Grants shall be equal to
the OPV (as defined in the Master Agreement) per Share.
(ii) Grant of Discount Options in Lieu of Cash Bonus. If
authorized by the Committee, upon the request of an eligible Employee
and with the consent of the Committee, such Employee may elect each
calendar year to receive a Share Option in lieu of a cash bonus to
which he may become entitled during the following calendar year
pursuant to any other plan of the Company or any other Employer, but
only if such Employee makes an irrevocable election to waive receipt of
all or a portion of such cash bonus. Such election shall be made on or
before the date set by the Committee which date shall be no later than
15 days preceding January 1 of the calendar year in which the cash
bonus would otherwise be paid. A Share option shall be granted to each
Employee who makes such an irrevocable election on the date the waived
cash bonus would otherwise have been paid; provided, however, that with
respect to an Employee who is subject to Section 16 of the Act, if such
grant date is not at least six months and one day from the date of the
election, the grant shall be delayed until the date which is six months
and one day from the date of the election (or the next following
business day, if such date is not a business day). The exercise price
per share shall be determined by the Committee but shall not be less
than 50% of the Fair Market Value of the Shares on the date the Share
Option is granted. The number of Shares subject to the Share Option
shall be determined by dividing the amount of the waived cash bonus by
the difference between the Fair Market Value of the Shares on the date
the Share Option is granted and the exercise price per Share Option.
The Share Option shall be granted for a whole number of shares so
determined; the value of any fractional share shall be paid in cash. An
Employee may revoke his election under this Section 5(a)(ii) on a
prospective basis at any time; provided, however, that with respect to
an Employee who is subject to Section 16 of the Act, such revocation
shall only be effective six months and one day following the date of
such revocation.
(iii) Option Term. The term of each Share Option shall be
fixed by the Committee at the time of grant but shall in no event be
longer than 10 years from the date of grant; provided, however, the
term of the Initial Grants shall be 10 years from the date the Ramco
Transaction is consummated.
(iv) Exercisability; Rights of a Stockholder. Share Options
shall become vested and exercisable at such time or times, whether or
not in installments, as shall be determined by the Committee at or
after the grant date; provided, however, that (A) Share Options granted
as part of the Initial Grants shall become vested and exercisable in
equal installments on each of the first, second and third anniversaries
of the consummation of the Ramco Transaction and (B) Share Options
granted in lieu of a cash bonus shall be
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exercisable immediately. The Committee may at any time accelerate the
exercisability of all or any portion of any Share Option. An optionee
shall have the rights of a stockholder only as to Shares acquired upon
the exercise of a Share Option and not as to unexercised Share Options.
(v) Method of Exercise.
(A) Share Options may be exercised in whole or in
part, by giving written notice of exercise to the
Secretary of the Company (or its delegate), specifying the
number of shares to be purchased and payment in full of the
purchase price. A copy of such notice shall be delivered at
the same time to the Operating Partnership if the optionee is
an Employee of the Operating Partnership or an Operating
Partnership Subsidiary, and to the Management Company if the
optionee is an Employee of the Management Company or a
Management Company Subsidiary. The delivery of certificates
representing the shares of Stock to be purchased pursuant to
the exercise of a Share Option will be contingent upon
receipt by the Company of the full purchase price for such
shares and the fulfillment of any other requirements
contained in the Share option agreement or applicable
provisions of laws.
(B) Payment of the purchase price may be made by one
or more of the following methods:
(1) In cash, by certified or bank check or other
instrument acceptable to the Committee;
(2) In the form of Shares that are not then subject
to restrictions under any Employer plan and that have
been held by the optionee for at least six months, if
permitted by the Committee in its discretion. Such
surrendered Shares shall be valued at Fair Market Value
on the exercise date; or
(3) By the optionee delivering a properly executed
exercise notice together with irrevocable instructions
to a broker to promptly deliver cash or a check
acceptable to the Committee to pay the purchase price;
provided that in the event the optionee chooses to pay
the purchase price as so provided, the optionee and the
broker shall comply with such procedures and enter into
such agreements of indemnity and other agreements as the
Committee shall prescribe as a condition of such payment
procedure. Payment instruments will be received subject
to collection.
Such payment of the purchase price shall be made to
(x) the Secretary of the Company (or its delegate) with
respect to an Option of an Employee of the Company or a
Company Subsidiary, (y) the Operating Partnership with
respect to an Option of an Employee of the Operating
Partnership or an Operating Partnership Subsidiary, and
(z) the Management Company with respect to an Option of
an Employee of the Management Company or a Management
Company Subsidiary.
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(C) If the Share Option being exercised is one
granted to an Employee of the Company or a Company
Subsidiary, the Company shall sell such Shares to the
optionee in return for the purchase price paid to it by the
optionee.
(D) If the Share Option being exercised is one
granted to an Employee of the Operating Partnership or
an Operating Partnership Subsidiary, as soon as practicable
after the Operating Partnership receives payment of the
purchase price pursuant to Section 5(a)(v)(B):
(1) the Company shall sell to the Operating
Partnership and the Operating Partnership shall
purchase the number of Shares for which such option is
being exercised for an aggregate purchase price equal to
the product of (x) such number of Shares multiplied by
(y) the Fair Market Value of a Share on the date of the
exercise; and
(2) The Operating Partnership shall sell such Shares
to the optionee in return for the purchase price paid
to it by the optionee.
(E) If the Share Option being exercised is one granted
to an Employee of the Management Company or a Management
Company Subsidiary, as soon as practicable after the
Management Company receives payment of the purchase price
pursuant to Section 5(a)(v)(B):
(1) the Company shall sell to the Management Company
and the Management Company shall purchase the number of
Shares for which such option is being exercised for an
aggregate purchase price equal to the product of (x)
such number of Shares; multiplied by (y) the Fair Market
Value of a Share on the date of the exercise; and
(2) the Management Company shall sell such Shares to
the optionee in return for the purchase price paid to
it by the optionee.
(vi) Non-Transferability of Options. No Share Option shall be
transferable by the optionee otherwise than by will or by the laws of
descent and distribution and all Share Options shall be exercisable,
during the optionee's lifetime, only by the optionee. Notwithstanding
the foregoing, the Committee may provide in an Option agreement that
the optionee may transfer, without consideration for the transfer, his
Share Options to members of his immediate family (i.e., children,
grandchildren, or spouse), to trusts for the benefit of such immediate
family members and to partnerships in which such family members are the
only parties.
(vii) Termination of Employment by Reason of Death. Upon an
optionee's Termination of Employment by reason of death, any Share
Option held by him shall become fully exercisable and may thereafter be
exercised (in whole or in part) by the legal representative or legatee
of the optionee, for a period of one year (or such longer
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<PAGE> 12
period as the Committee shall specify at any time) from the date of
death, or until the expiration of the stated term of the option, if
earlier, at which time all rights of the optionee's legal
representative or legatee in such Share Option shall terminate.
(viii) Termination of Employment Reason of Disability.
(A) Any Share Option held by an optionee whose
Termination of Employment is by reason of Disability shall become fully
exercisable and may thereafter be exercised (in whole or in part), for
a period of one year (or such longer period as the Committee shall
specify at any time) from the date of such Termination of Employment,
or until the expiration of the stated term of the Option, if earlier,
at which time all of the optionee's rights in such Share Option shall
terminate.
(B) Except as otherwise provided by the Committee at
the time of grant, the death of an optionee during a period provided in
this Section 5(a)(viii) for the exercise of a Share Option shall extend
such period for six additional months, subject to termination on the
expiration of the stated term of the option, if earlier.
(ix) Termination of Employment by Reason of Retirement.
(A) Any Share Option held by an optionee whose
Termination of Employment is by reason of Retirement may thereafter be
exercised, to the extent it was exercisable at the time of such
termination, for a period of five years (or such longer period as the
Committee shall specify at any time) from the date of such termination
of employment, or until the expiration of the stated term of the
Option, if earlier, at which time all of the optionee's rights in such
Share Option shall terminate.
(B) Except as otherwise provided by the Committee at
the time of grant, the death of an optionee during a period provided in
this Section 5(a)(ix) for the exercise of a Share Option shall extend
such period for six additional months, subject to termination on the
expiration of the stated term of the option, if earlier.
(x) Termination of Employment for Cause. If any optionee's
Termination of Employment is for Cause, any Share Option held by such
optionee, including any Share Option that is immediately exercisable at
the time of such termination, shall immediately terminate and be of no
further force and effect; provided, however, that the Committee may, in
its sole discretion, provide that such Share Option can be exercised
for a period of up to 30 days from the date of Termination of
Employment or until the expiration of the stated term of the option, if
earlier.
(xi) Other Termination of Employment. Unless otherwise
determined by the Committee, and except as provided in any written
employment agreement between the optionee and any Employer if an
optionee's Termination of Employment is for any reason other than
death, Disability, Retirement, or for Cause, any Share Option held by
such
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optionee may thereafter be exercised, to the extent it was exercisable
on the date of Termination of Employment, for one year (or such other
period as the Committee shall specify at any time) from the date of
Termination of Employment or until the expiration of the stated term of
the option, if earlier, at which time all of the optionee's rights in
such Share Option shall terminate.
(xii) Form of Settlement. Shares issued upon exercise of a
Share Option shall be free of all restrictions under the Plan, except
as otherwise provided in this Plan.
(b) Reload Options. At the discretion of the Committee, Options granted
under Section 5(a) may include a so-called "reload" feature pursuant to which an
optionee exercising an Option by the delivery of a number of Shares in
accordance with Section 5(a) (v) (B) (2) hereof would automatically be granted
an additional Option (with an exercise price equal to the Fair Market Value of
the Shares on the date the additional Option is granted and with the same
expiration date as the original Option being exercised, and with such other
terms as the Committee may provide) to purchase that number of Shares equal to
the number delivered to exercise the original Option.
SECTION 6. TAX WITHHOLDING
(a) Payment by Participant. The Company and any other Employer shall
have the right to require that each optionee shall, no later than the date as of
which the value of an Award received thereunder first becomes includible in the
gross income of the optionee for Federal income tax purposes, pay to the Company
or the Employer, or make arrangement satisfactory to the Company or the
Employer regarding payment of, any Federal, state, or local taxes of any kind
required by law to be withheld with respect to such income. The Company and the
other Employers shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due to the participant.
(b) Payment in Shares. If withholding is required by the Company or any
other Employer, an optionee may elect to have such tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Employer to withhold from
Shares to be issued pursuant to any Award a number of shares with an aggregate
Fair Market Value (as of the date the withholding is effected) that would
satisfy the withholding amount due, or (ii) transferring to the Employer Shares
owned by the optionee with an aggregate Fair Market value (as of the date the
withholding is effected) that would satisfy the withholding amount due. With
respect to any optionee who is subject to Section 16 of the Act, the following
additional restrictions shall apply:
(A) the election to satisfy tax withholding obligations
relating to an Award in the manner permitted by this Section 6(b) shall
be made either (1) during the period beginning on the third business
day following the date of release of quarterly or annual summary
statements of revenues of the Company and ending on the twelfth
business day following such date, or (2) at least six months prior to
the date as of which the receipt of such an Award first becomes a
taxable event for Federal income tax purposes;
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(B) such election shall be irrevocable;
(C) such election shall be subject to the consent or
disapproval of the Committee; and
(D) the Shares withheld to satisfy tax withholding must
pertain to an Award which has been held by the optionee for at least
six months from the date of grant of the Award.
SECTION 7. TRANSFER, LEAVE OF ABSENCE, ETC.
For purposes of the Plan, the following events shall not be deemed a
Termination of Employment:
(a) a transfer to the employment of another Employer, or
(b) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Employer, if the Employee's right
to re-employment is guaranteed either by a statute or by contract or
under the policy pursuant to which the leave of absence was granted or
if the Committee otherwise so provides in writing.
SECTION 8. AMENDMENTS AND TERMINATION
The Board may, at any time, amend or discontinue the Plan and the
Committee may, at any time, amend or cancel any outstanding Award (or provide
substitute Awards at the same or reduced exercise or purchase price or with no
exercise or purchase price, but such price, if any, must satisfy the
requirements which would apply to the substitute or amended Award if it were
then initially granted under this Plan) for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely affect
rights under any outstanding Award without the holder's consent. To the extent
required by the Act to ensure that Options granted under the Plan are exempt
under Rule 16b-3 promulgated under the Act and can qualify as
performance-related compensation for purposes of Section 162(m) of the Code,
Plan amendments shall be subject to approval by the Company's shareholders.
SECTION 9. CHANGE OF CONTROL PROVISIONS
Upon the occurrence of a Change of Control as defined in this Section 9:
(a) Each outstanding Share Option shall automatically become fully
exercisable notwithstanding any provision to the contrary herein. Unless
provision is made in connection with the Change in Control for the assumption of
Share Options theretofore granted, or the substitution of such Share Options
with new options of the successor entity, with appropriate adjustment as to the
number and kind of shares and the per share exercise prices, each optionee who
has not had a Termination of Employment holding an outstanding Share Option
shall receive
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payment from the Company in an amount equal to the excess of the Fair Market
value per share as of the date the Change of Control occurred over the
applicable exercise price multiplied by the number of Shares covered by the
Share Option within 30 days after the occurrence of the Change of Control.
(b) "Change of Control" shall mean the occurrence of any one of the
following events:
(i) any "Person," as such term is used in Sections 13(d) and 14(d)
of the Act (other than the Company, any of its Subsidiaries, any
trustee, fiduciary or other person or entity holding securities under
any employee benefit plan of the Company or any of its Subsidiaries),
together with all "affiliates" and "associates" (as such terms are
defined in Rule 12b-2 under the Act) of such person, shall become the
"beneficial owner" (as such term is defined in Rule 13d-3 under the
Act), directly or indirectly, of securities of the Company representing
40% or more of either (A) the combined voting power of the Company's
then outstanding securities having the right to vote in an election of
the Company's Board of Trustees ("Voting Securities") or (B) the then
outstanding Shares of the Company (in either such case other than as a
result of acquisition of securities directly from the Company); or
(ii) persons who, as of the Effective Date of the Plan, constitute
the Company's Board of Trustees (the "Incumbent Trustees") cease for
any reason, including, without limitation, as a result of a tender
offer, proxy contest, merger or similar transaction, to constitute at
least a majority of the Board, provided that any person becoming a
director of the Company subsequent to the Effective Date whose election
or nomination for election was approved by a vote of at least a
majority of the Incumbent Trustees shall, for purposes of this Plan, be
considered an Incumbent Trustee; or
(iii) the shareholders of the Company shall approve
(A) any consolidation or merger of the Company or any
Subsidiary where the shareholders of the Company, immediately prior to
the consolidation or merger, would not, immediately after the
consolidation or merger, beneficially own (as such term is defined in
Rule 13d-3 under the Act), directly or indirectly, shares representing
in the aggregate 50% of the voting shares of the corporation issuing
cash or securities in the consolidation or merger (or of its ultimate
parent corporation, if any), (B) any sale, lease, exchange or other
transfer (in one transaction or a series of transactions contemplated
or arranged by any party as a single plan) of all or substantially all
of the assets of the Company or (C) any plan or proposal for the
liquidation or dissolution of the Company.
Notwithstanding the foregoing, a "Change of Control" shall not be
deemed to have occurred for purposes of the foregoing clause (i) solely as the
result of an acquisition of securities by the Company which, by reducing the
number of shares of Share of other Voting Securities outstanding, increases (x)
the proportionate number of Shares beneficially owned by any person to 40% or
more of the Shares then outstanding or (y) the proportionate voting power
represented by the Voting Securities beneficially owned by any person to 40% or
more of the combined
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voting power of all then outstanding Voting Securities; provided, however, that
if any person referred to in clause (x) or (y) of this sentence shall thereafter
become the beneficial owner of any additional Shares or other Voting Securities
(other than pursuant to a share split, stock dividend, or similar transaction),
then a "Change of Control" shall be deemed to have occurred for purposes of the
foregoing clause (i).
SECTION 10. GENERAL PROVISIONS
(a) No Distribution; Compliance with Legal Requirements. The Committee
may require each person acquiring Shares pursuant to an Award to represent to
and agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.
No Shares shall be issued pursuant to an Award until all applicable
securities law and other legal and stock exchange requirements have been
satisfied. The Committee may require the placing of such stop-orders and
restrictive legends on certificates for Awards as it deems appropriate.
(b) Ownership Restrictions.
No Shares shall be issued pursuant to an Award if, in the sole and
absolute discretion of the Committee, such issuance would likely result in any
of the following:
(i) The recipient's ownership of Shares being in violation of
the Share Ownership Limit; or
(ii) Income to the Company that could impair the Company's
status as a real estate investment trust, within the meaning of
Sections 856 through 860 of the Code.
Notwithstanding any other provision of the Plan, no person shall have
any rights under this Plan to acquire Shares which would otherwise be prohibited
under the Company's Declaration of Trust.
(c) Delivery of Stock Certificates. Delivery of share certificates to
optionees under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have delivered such
certificates in the United States mail, addressed to the optionee, at the
optionee's last known address on file with the Company.
(d) Other Compensation Arrangement; No Employment Rights. Nothing
contained in this Plan shall prevent the Board or any of the Employers from
adopting other or additional compensation arrangements, including trusts,
subject to shareholder approval if such approval is required; and such
arrangements may be either generally applicable or applicable only in specific
cases. The adoption of the Plan and the grant of Awards do not confer upon any
Employee any right to continued employment with the Company or any other
Employer.
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SECTION 11. EFFECTIVE DATE OF PLAN
The Plan shall become effective upon (i) adoption by the Board, (ii)
approval by the holders of a majority of the shares of Shares of the Company
present or represented and entitled to vote at a meeting of shareholders and
(iii) consummation of the Ramco Transaction (the "Effective Date").
SECTION 12. GOVERNING LAW
This Plan shall be governed by Massachusetts law except to the extent
such law is preempted by federal law.
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EXHIBIT A
Employee Option Grant
- -------- ------------
Dennis Gershenson . . . . . . . . . . . . . . . . . . . 24,000
Bruce Gershenson . . . . . . . . . . . . . . . . . . . 24,000
Richard Gershenson . . . . . . . . . . . . . . . . . . . 24,000
Joel Gershenson . . . . . . . . . . . . . . . . . . . . . . 24,000
Michael A. Ward . . . . . . . . . . . . . . . . . . . . . . 24,000
16
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Exhibit 5
December 17, 1997
Ramco-Gershenson Properties Trust
27600 Northwestern Highway, Suite 200
Southfield, Michigan 48034
Re: Registration Statement on Form S-8 Relating to the
1996 Share Option Plan of Ramco-Gershenson Properties Trust
Ladies and Gentlemen:
We have represented Ramco-Gershenson Properties Trust, a Massachusetts
business trust (the "Trust"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement"), for registration under the
Securities Act of 1933, as amended (the "Securities Act"), of a maximum of
855,054 shares of beneficial interest of the Trust, par value $.10 per share
(the "Shares"), to be issued pursuant to options granted under the 1996 Share
Option Plan of Ramco-Gershenson Properties Trust (the "Plan").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that the Shares to be offered by the Trust
under the Plan pursuant to the Registration Statement have been duly authorized
and, when issued and sold by the Trust in accordance with the Plan and the stock
options issued thereunder, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
under the caption, "Interests of Named Experts and Counsel". In giving such
consents, we do not admit hereby that we come within the category of persons
whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission thereunder.
Very truly yours,
/s/ Honigman Miller Schwartz & Cohn
HONIGMAN MILLER SCHWARTZ AND COHN
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Ramco-Gershenson Properties Trust on Form S-8 of our report dated February
28, 1997 appearing in the Annual Report on Form 10-K of Ramco-Gershenson
Properties Trust for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Detroit, Michigan
December 15, 1997
