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Registration No. 333-_______
As filed with the Securities and Exchange Commission on October 30, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAMCO-GERSHENSON PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 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)
RAMCO-GERSHENSON PROPERTIES TRUST 1997 NON-EMPLOYEE TRUSTEE STOCK OPTION PLAN
(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)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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>
Common Shares (1) 100,000 shares (2) $ 15.72 (3) $ 1,572,000(3) $ 437.02
(1) Common shares of beneficial interest of the Registrant, $0.01 par value per
share ("Common Shares").
(2) This Registration Statement shall also cover any additional Common Shares
which become available for grant under the Plan by reason of any stock
dividend, stock split, recapitalization or similar transaction effected
without receipt of consideration which results in an increase in the number
of outstanding Common Shares.
(3) 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 Common Shares as traded on The
New York Stock Exchange on October 27, 1998.
</TABLE>
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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, 1997,
filed with the Securities and Exchange Commission (the "Commission") on
March 31, 1998, 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 fiscal
quarter ended March 31, 1998, filed with the Commission on May 14,
1998, pursuant to the Exchange Act.
3. Quarterly Report of the Registrant on Form 10-Q for the fiscal
quarter ended June 30, 1998, filed with the Commission on August 13,
1998, pursuant to the Exchange Act.
4. The Current Report of the Registrant on Form 8-K dated October 30,
1997, filed with the Commission on November 14, 1997, as amended by a
Form 8-K/A filed by the Registrant on January 13, 1998, pursuant to the
Exchange Act.
5. The description of the Registrant's Common 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, as updated by the description of the Registrant's Common Shares
contained in that Definitive Proxy Statement on Schedule 14A filed with
the Commission on November 17, 1997.
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.
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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 55,440 Common Shares as of October 23, 1998.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Maryland law, a real estate investment trust formed in Maryland
is permitted to eliminate, by provision in its declaration of trust, the
liability of its trustees and officers to the trust and shareholders for money
damages except for (i) actual receipt of an improper benefit or profit in money,
property or services or (ii) acts or omissions involving active and deliberate
dishonesty established by a final judgment as being material to the cause of
action. The Trust's Declaration of Trust contains such a provision which
eliminates such liability to the maximum extent permitted by Maryland law.
Under the Declaration of Trust and Bylaws of the Trust, the Trust is
required to indemnify any trustee or officer (a) against reasonable expenses
incurred by him in the successful defense (on the merits or otherwise) of any
proceeding to which he is made a party by reason of such status or (b) against
any claim or liability to which he may become subject to by reason of such
status unless it is established that (i) the act or omission giving rise to the
claim was committed in bad faith or was the result of the active and deliberate
dishonesty, (ii) he actually received an improper personal benefit in money,
property or services, or (iii) in the case of a criminal proceeding, he had
reasonable cause to believe that his act or omission was unlawful. The Trust is
also required by its Bylaws to pay or reimburse, in advance of a final
disposition, reasonable expenses of a trustee or officer made a party to a
proceeding by reason of his status as such upon receipt of a written affirmation
by the trustee or officer of his good faith belief that he has met the
applicable standard for indemnification under such Bylaws and a written
undertaking to repay such expenses if it shall ultimately be determined that the
applicable standard was not met.
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 Amended and Restated Declaration of Trust of the Registrant,
dated October 2, 1997, incorporated by reference to Exhibit
3.1 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997
4.2 Bylaws of the Registrant, adopted October 2, 1997,
incorporated by reference to Exhibit 3.3 to the Registrant's
Annual Report on Form 10-K, for the fiscal year ended December
31, 1997
4.3 Ramco-Gershenson Properties Trust 1997 Non-Employee Trustee
Stock Option Plan
3
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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% 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 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
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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.
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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 October 30, 1998.
RAMCO-GERSHENSON PROPERTIES TRUST
By: /s/ Dennis E. Gershenson
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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 Maryland real estate
investment 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 Common Shares, pursuant to the Ramco-Gershenson Properties Trust
1997 Non-Employee Trustee Stock Option Plan 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.
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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>
/s/ Joel D. Gershenson Chairman of the Board October 30, 1998
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Joel D. Gershenson
/s/ Dennis E. Gershenson President, Chief Executive October 30, 1998
- ---------------------------------------- Officer and Trustee
Dennis E. Gershenson (Principal Executive Officer)
/s/ Richard J. Smith Chief Financial Officer October 30, 1998
- ---------------------------------------- (Principal Financial Officer and
Richard J. Smith Principal Accounting Officer)
/s/ Stephen R. Blank Trustee October 30, 1998
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Stephen R. Blank
Trustee
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Arthur H. Goldberg
/s/ Selwyn Isakow Trustee October 30, 1998
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Selwyn Isakow
/s/ Herbert Liechtung Trustee October 30, 1998
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Herbert Liechtung
/s/ Robert A. Meister Trustee October 30, 1998
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Robert A. Meister
/s/ Joel M. Pashcow Trustee October 30, 1998
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Joel M. Pashcow
/s/ Mark K. Rosenfeld Trustee October 30, 1998
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Mark K. Rosenfeld
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 Amended and Restated Declaration of Trust of the Registrant, dated October
2, 1997, incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997
4.2 Bylaws of the Registrant, adopted October 2, 1997, incorporated by
reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K,
for the fiscal year ended December 31, 1997
4.3 Ramco-Gershenson Properties Trust 1997 Non-Employee Trustee Stock Option
Plan
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 Powers of Attorney (included after the signature of the Registrant
contained on page 6 of this Registration Statement)
8
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Exhibit 4.3
RAMCO-GERSHENSON PROPERTIES TRUST
1997 NON-EMPLOYEE TRUSTEE STOCK OPTION PLAN
1. Definitions: As used herein, the following terms shall have the
following meanings:
(a) "Board" shall mean the Board of Trustees of the Trust.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and the applicable rules and regulations thereunder.
(c) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.
(d) "Nonqualified Option" shall mean an option to purchase Shares
which meets the requirements set forth in the Plan but is not intended to
be, or does not qualify as, an incentive stock option within the meaning of
the Code.
(e) "Participant" shall mean any Trustee of the Trust who is not an
officer or other employee of the Trust or any of its Subsidiaries.
(f) "Plan" shall mean this Ramco-Gershenson Properties Trust 1997 Non-
Employee Trustee Stock Option Plan.
(g) "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
(h) "Shares" shall mean the Common Shares of Beneficial Interest, par
value $0.01 per share, of the Trust.
(i) "Subsidiary" shall mean any corporation or other entity in which
the Trust has a direct or indirect ownership interest of 50% or more of the
total combined voting power of all classes of outstanding voting equity
interests.
(j) "Trust" shall mean Ramco-Gershenson Properties Trust, a Maryland
real estate investment trust.
2. Purpose of Plan: The purposes of the Plan are to provide Participants
with an increased incentive to make contributions to the long-term performance
and growth of the Trust and its Subsidiaries, to join the interests of
Participants with the interests of the Shareholders of the Trust, and to
facilitate attracting qualified independent trustees.
3. Administration: The Plan shall be administered by the Board. Subject to
the provisions of the Plan, the Board is authorized to interpret the Plan, to
promulgate, amend and
<PAGE> 2
rescind rules and regulations relating to the Plan and to make all other
determinations necessary or advisable for its administration. Interpretation and
construction of any provision of the Plan by the Board shall be final and
conclusive. A majority of the Board shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Board, shall be the acts of the
Board.
4. Indemnification: In addition to such other rights of indemnification as
they may have, the members of the Board shall be indemnified by the Trust in
connection with any claim, action, suit or proceeding relating to any action
taken or failure to act under or in connection with the Plan or any option
granted hereunder to the full extent provided for under the Trust's declaration
of trust or bylaws with respect to indemnification of trustees of the Trust.
5. Maximum Number of Shares Subject to Plan: The maximum number of Shares
with respect to which stock options may be granted under the Plan shall be an
aggregate of 100,000 Shares, which may consist in whole or in part of authorized
and unissued or reacquired Shares. Unless the Plan shall have been terminated,
Shares covered by the unexercised portion of canceled, expired or otherwise
terminated options under the Plan shall again be available for option and sale.
Subject to Paragraph 15, the number and type of Shares subject to each
outstanding stock option, the option price with respect to outstanding stock
options, the aggregate number and type of Shares remaining available under the
Plan, and the maximum number and type of Shares that may be granted to any
Participant in any fiscal year of the Trust pursuant to Paragraph 7, shall be
subject to such adjustment as the Board, in its discretion, deems appropriate to
reflect such events as stock dividends, stock splits, recapitalizations,
mergers, statutory share exchanges or reorganizations of or by the Trust;
provided that no fractional shares shall be issued pursuant to the Plan, no
rights may be granted under the Plan with respect to fractional shares, and any
fractional shares resulting from such adjustments shall be eliminated from any
outstanding option.
6. Eligibility: Each member of the Board who is not an officer or employee
of the Trust shall be eligible to participate in the Plan.
7. Granting and Exercise of Options: Without further action by the Board or
Shareholders of the Trust, beginning with the first annual meeting of the
Shareholders of the Trust which is subsequent to the date the Plan is adopted by
the Board and, provided that a sufficient number of Shares remain available
under the Plan, on each date on which an annual meeting of the Shareholders of
the Trust is held, there shall be granted to each Participant who is serving on
or elected to the Board on such date an option to purchase 2,000 Shares. The
options to be granted under the Plan shall be Nonqualified Options.
The options granted pursuant to the Plan shall become exercisable with
respect to 50% of the Shares covered thereby on the first anniversary of the
date of grant and shall become exercisable on a cumulative basis with respect to
the remaining Shares covered thereby on the second anniversary of the date of
grant. Options may be exercised only within ten years of the date of grant.
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Except as otherwise provided in this Plan, no option may be exercised at
any time unless the Participant is then a member of the Board. If a Participant
becomes an officer or employee of the Trust and continues to serve as a member
of the Board, options granted under this Plan shall remain exercisable in full.
8. Option Price: The exercise price of an option shall be the fair market
value of the Shares covered by the option on the date the option is granted. The
option price will be subject to adjustment in accordance with the provisions of
Paragraphs 5 and 15 of the Plan. The "fair market value" of the Shares as of a
particular date shall be deemed to be the closing sale price of the Shares on
any exchange or other market on which the Shares shall be traded on such date,
or if there is no sale on such date, on the next following date on which there
is a sale, or the average of the closing bid and asked prices of any market or
quotation system in which the Shares shall be listed or traded on such date.
9. Payment of Option Price: At the time of the exercise in whole or in part
of any option granted under this Plan, payment in full in cash, or with the
consent of the Board, in Shares, shall be made by the Participant for all Shares
so purchased. In the discretion of, and subject to such conditions as may be
established by, the Board, payment of the option price may also be made by the
Trust retaining from the Shares to be delivered upon exercise of the stock
option that number of Shares having a fair market value on the date of exercise
equal to the option price of the number of Shares with respect to which the
Participant exercises the option. In the discretion of the Board, a Participant
may exercise an option, if then exercisable, in whole or in part, by delivery to
the Trust of written notice of the exercise in such form as the Board may
prescribe, accompanied by irrevocable instructions to a stock broker to promptly
deliver to the Trust full payment for the Shares with respect to which the
option is exercised from the proceeds of the stock broker's sale of or loan
against some or all of the Shares. No Participant shall have any of the rights
of a Shareholder of the Trust under any option until the actual issuance of
Shares to such Participant, and prior to such issuance no adjustment shall be
made for dividends, distributions or other rights in respect of such Shares,
except as provided in Paragraphs 5 and 15.
10. Transferability of Option: Except as otherwise provided in this
Paragraph 10, to the extent determined by the Board in its discretion (either by
resolution or by a provision in, or amendment to, the option), (a) no option
granted under the Plan to a Participant shall be transferable by such
Participant otherwise than (1) by will, or (2) by the laws of descent and
distribution or, (3) pursuant to a qualified domestic relations order as defined
in the Code or Title I of the Employee Retirement Income Security Act, or the
rules thereunder, and (b) such option shall be exercisable, during the lifetime
of the Participant, only by the Participant.
The Board may, in its discretion, authorize all or a portion of the options
to be granted to an optionee to be on terms which permit transfer by such
optionee to, and the exercise of such option by, (a) the spouse, children or
grandchildren of the optionee ("Immediate Family Members"), (b) a trust or
trusts for the exclusive benefit of such Immediate Family Members, (c) a
partnership in which such Immediate Family Members are the only partners, or (d)
such other
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<PAGE> 4
persons or entities as determined by the Board, in its discretion, on such terms
and conditions as the Board, in its discretion, may determine; provided that (1)
the stock option agreement pursuant to which such options are granted must be
approved by the Board and must expressly provide for transferability in a manner
consistent with this Paragraph 10, and (2) subsequent transfers of transferred
options shall be prohibited except for transfers the original optionee would be
permitted to make (if he or she were still the owner of the option) in
accordance with this Paragraph 10.
Following transfer, any such options shall continue to be subject to the
same terms and conditions as were applicable immediately before transfer,
provided that for purposes of Paragraphs 7, 9, 13, 15 and 17 the term
"Participant" shall be deemed to refer to the transferee. The provisions of
Paragraph 11 with respect to termination of service shall continue to be applied
with respect to the original optionee, following which the options shall be
exercisable by the transferee only to the extent, and for the periods, specified
in Paragraph 11. The original optionee shall remain subject to withholding taxes
and related requirements upon exercise provided in Paragraph 14. The Trust shall
have no obligation to provide any notice to any transferee, including, without
limitation, notice of any termination of the option as a result of termination
of the original optionee's service to the Board.
11. Termination of service; Expiration of Options: Subject to the other
provisions of the Plan, including, without limitation, Paragraphs 7 and 15 and
this Paragraph 11, if a Participant ceases to be a member of the Board for any
reason other than death or disability, the Participant shall have the right to
exercise the option, to the extent such Participant was entitled to do so on the
date of termination of service, not later than the earlier of (a) three months
after the date of such termination, or (b) the date on which the option expires.
12. Death or Disability of a Participant:
(a) If a Participant dies while serving as a member of the Board, all
of the Participant's options shall immediately become exercisable in full
and the personal representative of the Participant, or the person or
persons to whom the option shall have been transferred by will or by the
laws of descent and distribution, shall have the right to exercise such
options not later than the earlier of (1) one year from the date of the
Participant's death, or (2) the expiration date of the applicable options.
(b) If a Participant becomes totally disabled while serving as a
member of the Board, all of the disabled Participant's options which have
been held for a period of at least one year as of the date of such total
disability shall immediately become exercisable in full and the disabled
Participant, or his legal representative, shall have the right to exercise
such options not later than the earlier of (1) one year from the date of
such disability, or (2) the expiration date of the applicable options.
13. Investment Purpose: If the Board in its discretion determines that as a
matter of law such procedure is or may be desirable, it, may require a
Participant, upon any exercise of any
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<PAGE> 5
option granted under the Plan or any portion thereof and as a condition to the
Trust's obligation to deliver certificates representing the Shares subject to
exercise, to execute and deliver to the Trust a written statement, in form
satisfactory to the Board, representing and warranting that the Participant's
purchase of Shares upon exercise thereof shall be for such person's own account,
for investment and not with a view to the resale or distribution thereof and
that any subsequent sale or offer for sale of any such shares shall be made
either pursuant to (a) a Registration Statement on an appropriate form under the
Securities Act, which Registration Statement has become effective and is current
with respect to the shares being offered and sold, or (b) a specific exemption
from the registration requirements of the Securities Act, but in claiming such
exemption the Participant shall, prior to any offer for sale or sale of such
shares, obtain a favorable written opinion from counsel for or approved by the
Trust as to the availability of such exemption. The Trust may endorse an
appropriate legend referring to the foregoing restriction upon the certificate
or certificates representing any Shares issued or transferred to the Participant
upon exercise of any option granted under the Plan.
14. Agreements with Participants; Withholding Payments: Each grant made
under this Plan shall be evidenced by a written instrument containing such terms
and conditions as the Board shall approve. Each such agreement shall provide
that, as a condition to the grant of the options evidenced thereby, the
Participant agrees that the Trust shall arrange to deduct from any payments due
to the Participant from the Trust, the aggregate amount of federal, state or
local taxes of any kind required by law to be withheld with respect to the
exercise of such options, or if no such payments are due or to become due to the
Participant, that the Participant shall pay to the Trust, or make arrangements
satisfactory to the Trust regarding the payment to it of, the aggregate amount
of such taxes.
15. Extraordinary Transactions: In case the Trust (a) consolidates with or
merges into any other corporation or other entity and is not the continuing or
surviving entity of such consolidation or merger, or (b) permits any other
corporation or other entity to consolidate with or merge into the Trust and the
Trust is the continuing or surviving entity but, in connection with such
consolidation or merger, the Shares are changed into or exchanged for stock or
other securities of any other corporation or other entity or cash or any other
assets, or (c) transfers all or substantially all of its properties and assets
to any other corporation or other person or entity, or (d) dissolves or
liquidates, or (e) effects a capital reorganization or reclassification in such
a way that holders of Shares shall be entitled to receive stock, securities,
cash or other assets with respect to or in exchange for the Shares, then, and in
each such case, proper provision shall be made so that, each Participant holding
a stock option upon the exercise of such option at any time after the
consummation of such consolidation, merger, transfer, dissolution, liquidation,
reorganization or reclassification (each transaction, for purposes of this
Paragraph 15, being herein called a "Transaction"), shall be entitled to receive
(at the aggregate option price in effect for all Shares issuable upon such
exercise immediately prior to such consummation and as adjusted to the time of
such Transaction), in lieu of Shares issuable upon such exercise prior to such
consummation, the stock and other securities, cash and assets to which such
Participant would have been entitled upon such consummation if such Participant
had so exercised such stock option in full immediately prior thereto (subject to
adjustments subsequent to such Transaction provided for in Paragraph 5).
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<PAGE> 6
Notwithstanding anything in the Plan to the contrary, in connection with
any Transaction and effective as of a date selected by the Board, which date
shall, in the Board's judgment, be far enough in advance of the Transaction to
permit Participants holding stock options to exercise their options and
participate in the Transaction as a holder of Shares, the Board, acting in its
discretion without the consent of any Participant, may effect one or more of the
following alternatives with respect to all of the outstanding stock options
(which alternatives may be made conditional on the occurrence of the applicable
Transaction): (a) accelerate the time at which stock options then outstanding
may be exercised so that such stock options may be exercised in full for a
limited period of time on or before a specified date fixed by the Board after
which specified date all unexercised stock options and all rights of
Participants thereunder shall terminate; (b) accelerate the time at which stock
options then outstanding may be exercised so that such stock options may be
exercised in full for their then remaining term; or (c) require the mandatory
surrender to the Trust of outstanding stock options held by such Participants
(irrespective of whether such stock options are then exercisable) as of a date,
before or not later than sixty days after such Transaction, specified by the
Board, and in such event the Trust shall thereupon cancel such stock options and
shall pay to each Participant an amount of cash equal to the excess of the fair
market value of the aggregate Shares subject to such stock option, determined as
of the date such Transaction is effective, over the aggregate option price of
such Shares, less any applicable withholding taxes; provided, however, the Board
shall not select an alternative (unless consented to by the Participant) such
that, if a Participant exercised his or her accelerated stock option pursuant to
alternative (a) or (b) of this paragraph and participated in the Transaction or
received cash pursuant to alternative (c) of this paragraph, the alternative
would result in the Participant's owing any money by virtue of the operation of
Section 16(b) of the Exchange Act. If all such alternatives have such a result,
the Board shall, in its discretion, take such action to put such Participant in
as close to the same position as such Participant would have been in had
alternative (a), (b) or (c) of this paragraph been selected but without
resulting in any payment by such Participant pursuant to Section 16(b) of the
Exchange Act. Notwithstanding the foregoing, with the consent of affected
Participants, each with respect to such Participant's option only, the Board may
in lieu of the foregoing make such provision with respect to any Transaction as
it deems appropriate.
16. Effectiveness of Plan: This Plan shall be effective on the date the
Board adopts this Plan, provided that the Shareholders of the Trust approve the
Plan within 12 months before or after its adoption by the Board. Options may be
granted before Shareholder approval of this Plan, but each such option shall be
subject to Shareholder approval of this Plan. No option granted under this Plan
shall be exercisable unless and until this Plan shall have been approved by the
Trust's Shareholders.
17. Termination, Duration and Amendments to the Plan: The Plan may be
abandoned or terminated at any time by the Board. Unless sooner terminated, the
Plan shall terminate on the date ten years after the earlier of its adoption by
the Board or its approval by the Shareholders of the Trust, and no stock options
may be granted under the Plan thereafter. The termination of the Plan shall not
affect the validity of any option which is outstanding on the date of
termination.
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<PAGE> 7
For the purpose of conforming to any changes in applicable law or
governmental regulations, or for any other lawful purpose, the Board shall have
the right, with or without approval of the Shareholders of the Trust, to amend
or revise the terms of this Plan or any option agreement under this Plan at any
time; provided, however, that (a) to the extent required by Section 162(m) of
the Code and related regulations, or any successor rule, but only with respect
to amendments or revisions affecting Participants whose compensation is subject
to Section 162(m) of the Code, no such amendment or revision shall increase the
maximum number of shares in the aggregate which are subject to this Plan
(subject, however, to the provisions of Paragraphs 5 and 15) without the
approval or ratification of the Shareholders of the Trust, and (b) no such
amendment or revision shall change the option price (except as contemplated by
Paragraphs 5 and 15) or alter or impair any option which shall have been
previously granted under this Plan, in a manner adverse to a Participant,
without the consent of such Participant.
As adopted by the Board of Trustees on April 29, 1997.
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<PAGE> 1
Exhibit 5
October 30, 1998
Ramco-Gershenson Properties Trust
27600 Northwestern Highway, Suite 200
Southfield, Michigan 48304
Re: Registration Statement on Form S-8 Relating to Ramco-Gershenson Properties
Trust 1997 Non-Employee Trustee Stock Option Plan
Ladies and Gentlemen:
We have represented Ramco-Gershenson Properties Trust, a Maryland real
estate investment 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 100,000 common shares of beneficial interest of the
Trust, $0.01 par value per share (the "Common Shares"), to be issued pursuant to
the Ramco-Gershenson Properties Trust 1997 Non-Employee Trustee Stock Option
Plan (the "Plan").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that the Common 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 granted and exercised under the Plan, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption, "Interests
of Named Experts and Counsel," in the Registration Statement. In giving such
consent, 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,
DJK/DAB/LAM/RJK/mlh /s/ Honigman Miller Schwartz and Cohn
-------------------------------------
HONIGMAN MILLER SCHWARTZ AND COHN
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
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 17,
1998 appearing in the Annual Report on Form 10-K of Ramco-Gershenson Properties
Trust for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
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Detroit, Michigan
October 30, 1998
