<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
RAMCO-GERSHENSON PROPERTIES TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
RAMCO-GERSHENSON PROPERTIES TRUST
27600 NORTHWESTERN HIGHWAY, SUITE 200
SOUTHFIELD, MICHIGAN 48034
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Ramco-Gershenson Properties Trust (the "Trust") on Wednesday, June 10, 1998 at
10:00 a.m. at the Westin Southfield-Detroit, 1500 Town Center Drive, Southfield,
Michigan. Your Board of Trustees and management look forward to greeting
personally those Shareholders who are able to attend.
The meeting principally concerns one matter of particular interest to the
Shareholders. Three Trustees are to be elected for three-year terms expiring in
2001. The nominees listed in the enclosed proxy materials are presently Trustees
of the Trust.
Your Board of Trustees supports the election of these Trustees and believes
it is in the best interests of the Trust and of the Shareholders. Your Board of
Trustees recommends a vote "FOR" their election. The accompanying Proxy
Statement contains additional information and should be reviewed carefully by
Shareholders. A copy of the Trust's Annual Report for 1997 is also enclosed.
It is important that your shares be represented and voted at the meeting,
whether or not you plan to attend. Please sign, date and mail the enclosed proxy
card at your earliest convenience.
Your continued interest and participation in the affairs of the Trust are
greatly appreciated.
Sincerely,
/s/ Joel D. Gershenson
Joel D. Gershenson
Chairman
April 30, 1998
<PAGE> 3
RAMCO-GERSHENSON PROPERTIES TRUST
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
JUNE 10, 1998
------------------------
To the Shareholders of Ramco-Gershenson Properties Trust:
Notice is hereby given that the 1998 Annual Meeting of Shareholders of
Ramco-Gershenson Properties Trust (the "Trust") will be held at the Westin
Southfield-Detroit, 1500 Town Center Drive, Southfield, Michigan on June 10,
1998 at 10:00 a.m., to consider and take action upon the following matters:
(1) The election of three (3) Trustees for a term to expire in 2001;
(2) The ratification of the selection by the Board of Trustees of the
Trust of Deloitte & Touche LLP as the independent auditors of the
Trust for the fiscal year commencing January 1, 1998; and
(3) The transaction of such other business as may properly come before
the meeting or any adjourning thereof.
The Board of Trustees has fixed the close of business on April 15, 1998 as
the record date for the determination of Shareholders entitled to notice of and
to vote at the meeting and any adjournment thereof. A list of Shareholders
entitled to vote at the meeting will be available for examination by any
Shareholder, for any purpose germane to such meeting, during ordinary business
hours during the 10 days prior to the meeting date, at the offices of the Trust,
27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034.
By Order of the Board of Trustees
/s/ Richard D. Gershenson
Richard D. Gershenson
Executive Vice President & Secretary
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR
NOT YOU INTEND TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED FOR YOUR
CONVENIENCE. SHAREHOLDERS CAN HELP THE TRUST AVOID UNNECESSARY EXPENSE AND DELAY
BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD. THE BUSINESS OF THE MEETING TO BE
ACTED UPON BY THE SHAREHOLDERS CANNOT BE TRANSACTED UNLESS AT LEAST A MAJORITY
OF THE OUTSTANDING VOTING SHARES OF THE TRUST IS REPRESENTED AT THE MEETING.
<PAGE> 4
RAMCO-GERSHENSON PROPERTIES TRUST
27600 NORTHWESTERN HIGHWAY, SUITE 200
SOUTHFIELD, MICHIGAN 48034
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
------------------------
INTRODUCTION
GENERAL
The accompanying form of proxy is solicited on behalf of the Board of
Trustees of Ramco-Gershenson Properties Trust (the "Trust") for use at the
Annual Meeting of Shareholders of the Trust (the "Meeting") to be held at the
Westin Southfield-Detroit, 1500 Town Center Drive, Southfield, Michigan on June
10, 1998. The Trust has first mailed these proxy materials on or about April 30,
1998, to holders (the "Shareholders") of common shares of beneficial interest,
$.01 par value ("Common Shares"), and of Series A Convertible Preferred Shares,
$.01 par value per share ("Series A Preferred Shares", and together with the
Common Shares, "Voting Shares"). The Trust's executive offices are located at
27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034 (telephone:
(248) 350-9900). Shareholders of record at the close of business on April 15,
1998 (the "Record Date") will be entitled to vote at the Meeting.
Proxies in the accompanying form which are properly executed and duly
returned to the Trust and not revoked will be voted as specified and, if no
direction is made, will be voted for the election of each of management's three
nominees for re-election as Trustees and in favor of proposal 2. Each proxy
granted is revocable and may be revoked at any time prior to its exercise by
giving notice to the Trust of its revocation. A Shareholder who attends the
Meeting in person may, if such Shareholder wishes, vote by ballot at the
Meeting, thereby cancelling any proxy previously given.
As of the Record Date, 7,123,355 Common Shares of the Trust were
outstanding and 466,667 Series A Preferred Shares of the Trust were outstanding.
The Series A Preferred Shares are entitled to vote on all matters in which the
holders of Common Shares are entitled to vote on an "as converted" basis with
the holders of Common Shares, as though all of such Series A Preferred Shares
had been converted into Common Shares at the current conversion ratio of 10
Common Shares for each 7 Series A Preferred Shares held. Accordingly, the
holders of Series A Preferred Shares are entitled to vote as if they held an
aggregate of 666,667 Common Shares, amounting to a combined total of 7,790,022
Voting Shares outstanding for purposes of voting at the Meeting. Each Common
Share is entitled to one vote, and each Series A Preferred Share is entitled to
approximately 1.43 votes on all matters that may come before the Meeting.
ELECTION OF TRUSTEES
At the Meeting, three Trustees comprising the Class I Trustees are to be
elected for three-year terms expiring in 2001. It is intended that votes will be
cast pursuant to proxies received from Shareholders of the Trust FOR the
nominees listed hereinafter, all of whom are presently Trustees of the Trust,
unless contrary instructions are received.
If for any reason any of the nominees becomes unavailable for election, the
proxies solicited will be voted for such nominees as are selected by management.
Management has no reason to believe that any of the nominees will not be
available or will not serve if elected. The election of such Trustee will be
decided by a plurality of the Voting Shares present and entitled to vote at the
Meeting.
<PAGE> 5
Set forth in the following table is certain information with respect to
each nominee nominated to serve as a Class I Trustee for a term to expire in
2001 and certain information relating to the Class II Trustees and Class III
Trustees, whose terms expire in 1999 and 2000, respectively.
<TABLE>
<CAPTION>
YEAR FIRST
NAME OF TRUSTEE/ BECAME A
NOMINEE FOR ELECTION AGE PRINCIPAL OCCUPATION TRUSTEE(1)
-------------------- --- -------------------- ----------
<S> <C> <C> <C>
CLASS I: TERM TO EXPIRE IN 2001
Joel D. Gershenson 57 Chairman of the Trust since May 1996. Previously, 1996
Mr. Joel Gershenson was president of
Ramco-Gershenson, Inc. ("Ramco"), a property
management and development company, from 1976 to
1996. Prior to May 1996, Mr. Joel Gershenson spent
15 years directing the Property Management/Asset
Management Department of Ramco.
Dennis E. Gershenson 54 President and Chief Executive Officer of the Trust 1996
since May 1996. Previously, Mr. Dennis Gershenson
was Vice President -- Finance and Treasurer of Ramco
from 1976 to 1996, and arranged all of the financing
of Ramco's initial developments, expansions and
acquisitions.
Robert A. Meister 57 Vice Chairman of Aon Risk Services & Co., an 1996
insurance brokerage, risk consulting, reinsurance
and employee benefits company, which is a subsidiary
of Aon Corporation, since March 1991.
CLASS II: TERM TO EXPIRE IN 1999
Selwyn Isakow 46 Founder and President of The Oxford Investment 1996
Group, Inc., a private investment and development
group investing in manufacturing, financial services
and selected other companies, since 1985. Mr. Isakow
also serves on the Board of Directors of Champion
Enterprises, Inc., and as Chairman of Bloomfield
Bancorporation and Oxford Automotive, Inc.
Arthur H. Goldberg 56 President of Manhattan Associates, LLC, a merchant 1988
and investment banking firm, since February 1994.
Mr. Goldberg served as Chairman of Reich & Company,
Inc. (formerly Vantage Securities, Inc.), a
securities and investment brokerage firm, from
February 1990 to December 1993. Mr. Goldberg serves
on the Board of Trustees of Atlantic Realty Trust, a
Maryland real estate investment trust ("Atlantic").
</TABLE>
- ---------------
(1) Includes periods served as trustee of the Trust's predecessors.
2
<PAGE> 6
<TABLE>
<CAPTION>
YEAR FIRST
NAME OF TRUSTEE/ BECAME A
NOMINEE FOR ELECTION AGE PRINCIPAL OCCUPATION TRUSTEE(1)
-------------------- --- -------------------- ----------
<S> <C> <C> <C>
Mark K. Rosenfeld 52 Chairman of Wilherst Developers, Inc., since July 1996
1997. Mr. Rosenfeld served as Chairman of the Board
from 1993 to 1996 and Chief Executive Officer from
1992 to 1996 of Jacobson Stores Inc. ("Jacobson"), a
retail fashion merchandiser, and as a director and
member of the Executive Committee of the Board of
Jacobson. Mr. Rosenfeld also served as President of
Jacobson from 1982-1993. Mr. Rosenfeld is a director
of Jacobson Stores Inc.
CLASS III: NOMINEES FOR ELECTION FOR TERMS TO EXPIRE IN 2000
Stephen R. Blank 52 Managing Director of CIBC Oppenheimer & Co., Inc. 1988
since November 1993. Previously, Mr. Blank was
Managing Director, Real Estate Corporate Finance, of
Cushman & Wakefield, Inc. for four years. Mr. Blank
serves on the Board of Trustees of Atlantic.
Herbert Liechtung 68 Private investor and former President of the Trust 1981
from 1988 to February 1996. Mr. Liechtung serves on
the Board of Trustees of Atlantic.
Joel M. Pashcow 56 Chairman of the Board of Trustees of Atlantic, since 1980
May 1996. Prior to May 1996, Mr. Pashcow served as
Chairman of the Trust from 1988.
-- OTHER EXECUTIVE OFFICERS --
Bruce A. Gershenson 49 Executive Vice President and Treasurer of the Trust
since May 1996. Previously, Mr. Bruce Gershenson was
Vice President -- Land Acquisitions and Sales of
Ramco from 1972 to 1996.
Richard D. Gershenson 52 Executive Vice President and Secretary of the Trust
since May 1996. Previously, Mr. Richard Gershenson
was Vice President -- Development and Construction,
and Secretary of Ramco from 1970 to 1996.
Richard J. Smith 47 Chief Financial Officer of the Trust since May 1996.
Previously, Mr. Smith was Vice President of
Financial Services of the Hahn Company from January
1996 to May 1996. Previously, Mr. Smith was Chief
Financial Officer and Treasurer of Glimcher Realty
Trust from 1993 to 1996, and served as President of
California Cart Company, a company engaged in the
management of merchandise carts and temporary
tenants for regional shopping centers, from 1992 to
1993.
Michael A. Ward 55 Executive Vice President and Chief Operating Officer
of the Trust since May 1996. Previously, Mr. Ward
was Executive Vice President of Ramco from 1966 to
1996.
</TABLE>
- ---------------
(1) Includes periods served as trustee of the Trust's predecessors.
3
<PAGE> 7
OTHER INFORMATION ABOUT TRUSTEES AND EXECUTIVE OFFICERS
Messrs. Joel Gershenson, Dennis Gershenson, Richard Gershenson, and Bruce
Gershenson are brothers.
Set forth below is information as to the Common Shares beneficially owned
as of April 15, 1998 by each of the Trustees, by each of the executive officers
included in the Summary Compensation Table below and by all Trustees and
executive officers as a group, based on information furnished by each Trustee
and executive officer.
<TABLE>
<CAPTION>
NAME OF TRUSTEE/ SHARES OWNED PERCENT OF
EXECUTIVE OFFICER BENEFICIALLY(1) CLASS
----------------- --------------- ----------
<S> <C> <C>
Stephen R. Blank............................................ 2,964(2) (3)
Herbert Liechtung........................................... 16,212(4) (3)
Joel M. Pashcow............................................. 198,482(5) 2.8%
Joel D. Gershenson.......................................... 1,989,324(6) 21.8%
Dennis E. Gershenson........................................ 1,996,324(7) 21.9%
Robert A. Meister........................................... 23,950(8) (3)
Selwyn Isakow............................................... 5,300(9) (3)
Arthur H. Goldberg.......................................... 55,175(10) (3)
Mark K. Rosenfeld........................................... 3,900(11) (3)
Bruce A. Gershenson......................................... 1,989,324(12) 21.8%
Richard D. Gershenson....................................... 1,990,224(13) 21.8%
Michael A. Ward............................................. 1,989,324(14) 21.8%
Richard J. Smith............................................ 16,666(15) (3)
--------- ----
All Trustees and Executive Officers as a Group (13
persons).................................................. 2,383,873 25.9%
</TABLE>
- ---------------
(1) All shares are owned directly unless otherwise noted.
(2) Includes 1,414 Common Shares owned by trusts for Mr. Blank's daughters and
550 Common Shares held in an IRA account for the benefit of Mr. Blank. Mr.
Blank disclaims beneficial ownership of the Common Shares owned by the
trusts for his daughters. Includes 1,000 Common Shares that Mr. Blank has
the right to acquire within 60 days of April 15, 1998 pursuant to the
Trust's 1997 Non-Employee Trustee Stock Option Plan.
(3) Less than 1% of the class.
(4) Includes 14,012 Common Shares held either in an IRA account for the benefit
of Mr. Liechtung or in a retirement savings plan. Includes 1,000 Common
Shares that Mr. Liechtung has the right to acquire within 60 days of April
15, 1998 pursuant to the Trust's 1997 Non-Employee Trustee Stock Option
Plan.
(5) Includes 30,781 Common Shares held either in an IRA account for the benefit
of Mr. Pashcow or in a retirement savings plan and a pension and profit
sharing account. Includes 1,000 Common Shares that Mr. Pashcow has the
right to acquire within 60 days of April 15, 1998 pursuant to the Trust's
1997 Non-Employee Trustee Stock Option Plan. Also includes 95,325 Common
Shares owned by an irrevocable trust for his daughter and by a foundation
of which Mr. Pashcow is trustee (for each of which Mr. Pashcow has shared
voting and investment powers). Mr. Pashcow disclaims beneficial ownership
of the Common Shares owned by the foundation and by the trust.
(6) Includes 1,973,324 Common Shares that partnerships of which Mr. Joel D.
Gershenson is a partner have the right to acquire upon the exchange of
1,973,324 units of interest ("OP Units") owned by such partnerships in
Ramco-Gershenson Properties, L.P. for such Common Shares pursuant to an
Exchange
4
<PAGE> 8
Rights Agreement with the Trust (the "Exchange Rights Agreement") and
16,000 Common Shares that Mr. Joel D. Gershenson has the right to acquire
within 60 days of April 15, 1998 pursuant to the Trust's 1996 Stock Option
Plan. The address of Mr. Joel D. Gershenson is 27600 Northwestern Highway,
Suite 200, Southfield, Michigan 48034.
(7) Includes 1,973,324 Common Shares that partnerships of which Mr. Dennis E.
Gershenson is a partner have the right to acquire upon the exchange of
1,973,324 OP Units owned by such partnerships for such Common Shares
pursuant to the Exchange Rights Agreement, and 16,000 Common Shares that
Mr. Dennis E. Gershenson has the right to acquire within 60 days of April
15, 1998 pursuant to the Trust's 1996 Stock Option Plan. The address of Mr.
Dennis E. Gershenson is 27600 Northwestern Highway, Suite 200, Southfield,
Michigan 48034.
(8) Includes 1,000 Common Shares that Mr. Meister has the right to acquire
within 60 days of April 15, 1998 pursuant to the Trust's 1997 Non-Employee
Trustee Stock Option Plan. Includes 2,450 Common Shares owned by Mr.
Meister's wife and 1,875 Common Shares owned by Mr. Meister's children. Mr.
Meister disclaims beneficial ownership of the Common Shares owned by his
wife and his children.
(9) Includes 1,000 Common Shares that Mr. Isakow has the right to acquire
within 60 days of April 15, 1998 pursuant to the Trust's 1997 Non-Employee
Trustee Stock Option Plan. Includes Common Shares Owned by a revocable
living trust. Mr. Isakow disclaims beneficial ownership of the Common
Shares owned by the Trust.
(10) Includes 1,000 Common Shares that Mr. Goldberg has the right to acquire
within 60 days of April 15, 1998 pursuant to the Trust's 1997 Non-Employee
Trustee Stock Option Plan. Includes 39,125 Common Shares owned by Mr.
Goldberg's wife, 3,750 Common Shares owned by trusts for his daughters and
6,100 Common Shares owned by a pension trust. Mr. Goldberg disclaims
beneficial ownership of the Common Shares owned by his wife and by the
trusts for his daughters.
(11) Includes 1,000 Common Shares that Mr. Rosenfeld has the right to acquire
within 60 days of April 15, 1998 pursuant to the Trust's 1997 Non-Employee
Trustee Stock Option Plan.
(12) Includes 1,973,324 Common Shares that partnerships of which Mr. Bruce A.
Gershenson is a partner have the right to acquire upon the exchange of
1,973,324 OP Units owned by such partnerships for such Common Shares
pursuant to the Exchange Rights Agreement, and 16,000 Common Shares that
Mr. Bruce A. Gershenson has the right to acquire within 60 days of April
15, 1998 pursuant to the Trust's 1996 Stock Option Plan. The address of Mr.
Bruce A. Gershenson is 27600 Northwestern Highway, Suite 200, Southfield,
Michigan 48034.
(13) Includes 1,973,324 Common Shares that partnerships of which Mr. Richard D.
Gershenson is a partner have the right to acquire upon the exchange of
1,973,324 OP Units owned by such partnerships for such Common Shares
pursuant to the Exchange Rights Agreement, 16,000 Common Shares that Mr.
Richard D. Gershenson has the right to acquire within 60 days of April 15,
1998 pursuant to the Trust's 1996 Stock Option Plan, and 900 Common Shares
owned by the trusts for his children. The address of Mr. Richard D.
Gershenson is 27600 Northwestern Highway, Suite 200, Southfield, Michigan
48034.
(14) Includes 1,973,324 Common Shares that partnerships of which Mr. Ward is a
partner have the right to acquire upon the exchange of 1,973,324 OP Units
owned by such partnerships for such Common Shares pursuant to the Exchange
Rights Agreement and 16,000 Common Shares that Mr. Ward has the right to
acquire within 60 days of April 15, 1998 pursuant to the Trust's 1996 Stock
Option Plan. The address of Mr. Ward is 27600 Northwestern Highway, Suite
200, Southfield, Michigan 48034.
(15) Mr. Smith has the right to acquire 16,666 Common Shares within 60 days of
April 15, 1998 pursuant to the Trust's 1996 Stock Option Plan.
5
<PAGE> 9
COMMITTEES
The Trust has an Audit committee which is presently comprised of Messrs.
Blank (Chairman), Rosenfeld and Isakow. The Audit Committee's duties include the
review and oversight of all transactions between the Trust and its Trustees,
officers, holders of 5% or more of its Common Shares or any affiliates, periodic
review of the Trust's financial statements and meetings with the Trust's
independent auditors. The Audit Committee met once during 1997.
The Trust also has a Compensation Committee which is presently comprised of
Messrs. Goldberg (Chairman), Blank and Meister. The Compensation Committee's
duties include reviewing all compensation arrangements of the Trust with its
officers and employees and considering changes and/or additions to such
compensation arrangements, including stock option, pension and profit-sharing
plans. The Compensation Committee acts as administrator of the Trust's 1996
Share Option Plan. The Compensation Committee met three times during 1997.
The Trust also has a Nominating Committee which is presently comprised of
Messrs. Rosenfeld (Chairman), Liechtung and Isakow. The Nominating Committee
considers the performance of incumbent Trustees and recommends to the
Shareholders nominees for election as Trustees. The Nominating Committee will
consider nominees for Trustees recommended by Shareholders. Such recommendations
for the 1999 Annual Meeting of Shareholders should be submitted to the Chairman
of the Board at 26700 Northwestern Highway, Suite 200, Southfield, Michigan
48034 by December 31, 1998. The Nominating Committee met once during 1997.
The Trust also has an Executive Committee which is presently comprised of
Messrs. Pashcow (Chairman) and Dennis Gershenson. The Executive Committee is
permitted to exercise all of the powers and authority of the Board of Trustees,
except as limited by applicable law and by the Trust's Bylaws. The Executive
Committee met two times during 1997.
The Trust also has a Transition Committee which is presently comprised of
Mr. Blank. The Transition Committee's duties include considering and resolving
any issues which may arise in connection with the consummation of the
acquisition by the Trust of substantially all of the shopping center and retail
properties, as well as the management organization and personnel and business
operations, of Ramco and its affiliates (the "Ramco Transaction"), and
authorizing the execution of any documents or agreements related thereto. The
Transition Committee met four times during 1997.
During the year ended December 31, 1997, the Board of Trustees held eight
meetings. All of the Trustees attended at least 75% of the aggregate of (i) the
total number of meetings of the Board of Trustees and (ii) the total number of
meetings held by all committees on which such Trustee served.
6
<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
In addition to Messrs. Bruce A. Gershenson, Dennis E. Gershenson, Joel D.
Gershenson, Richard D. Gershenson and Michael A. Ward (whose stock ownership is
described under "Other Information about Trustees and Executive Officers"), as
of April 15, 1998, the following persons were known by the Trust to be the
beneficial owners of more than five percent of the Common Shares of the Trust:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP* OF CLASS**
------------------- ------------------------ ----------
<S> <C> <C>
Ryback Management Corporation and/or Lindner Investment 618,475 Common Shares 8.68%
Series Trust, in a fiduciary capacity for Lindner Growth owned as fiduciary with
Fund sole voting and
c/o Ryback Management Corporation disposition power
7711 Carondelet Avenue, Box 16900
St. Louis, Missouri 63105
Poff & Co. (Trustee for Policemen and Firemen Retirement 431,143 Common Shares 6.1%
System of the City of Detroit) owned directly
c/o Comerica Bank, Inc.
P.O. Box 1319
Detroit, Michigan 48231
Private Management Group, Inc. 377,567 5.3%
20 Corporate Park
Irvine, California 92606
</TABLE>
- ---------------
* Based solely upon a Schedule 13G, a Schedule 13D and a Schedule 13G, filed
with the Securities and Exchange Commission on January 23, 1998 (Ryback
Management Corporation), in December 1989 (Poff & Co.), and February 11, 1998
(Private Management Group, Inc.), respectively.
** Based on 7,123,355 Common Shares outstanding as of April 15, 1998. As of such
date, the Company also had outstanding 466,667 Series A Preferred Shares,
which Series A Preferred Shares are entitled to vote on all matters on which
the holders of Common Shares are entitled to vote on an "as converted" basis
with the holders of Common Shares. No holder of Series A Preferred Shares is
known by the Company to beneficially own voting shares of the Company
representing more than five percent of the outstanding voting Shares of the
Company.
7
<PAGE> 11
MANAGEMENT COMPENSATION AND TRANSACTIONS
CASH COMPENSATION
The following table sets forth information with respect to the cash
compensation paid by the Trust for services rendered during the years ended
December 31, 1997 and December 31, 1996 to Mr. Dennis Gershenson, the Trust's
Chief Executive Officer for such fiscal years, and the five other most highly
compensated executive officers of the Trust, whose total remuneration from the
Trust exceeded $100,000 for the fiscal year ended December 31, 1997:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------- ------------
OTHER
ANNUAL ALL OTHER
SALARY BONUS COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3) OPTIONS ($)(4)
--------------------------- ---- ------ ------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Dennis E. Gershenson............. 1997 106,000 -- -- -- --
Chief Executive Officer(2)..... 1996 62,692 -- -- 24,000 --
Joel D. Gershenson............... 1997 106,000 -- -- -- --
Chairman of the Board(2)....... 1996 62,692 -- -- 24,000 --
Richard J. Smith................. 1997 150,000 25,000 -- -- --
Chief Financial Officer(2)..... 1996 92,308 16,667 -- 25,000 --
Bruce A. Gershenson.............. 1997 106,000 -- -- -- --
Executive Vice President and... 1996 62,692 -- -- 24,000 --
Treasurer(2)
Richard D. Gershenson............ 1997 106,000 -- -- -- --
Executive Vice President and... 1996 62,692 -- -- 24,000 --
Secretary(2)
Michael A. Ward.................. 1997 106,000 -- -- -- --
Executive Vice President and... 1996 62,692 -- -- 24,000 --
Chief Operating Officer(2)
</TABLE>
- ---------------
(1) Includes car allowances payable to Messrs. Dennis E. Gershenson, Joel D.
Gershenson, Bruce A. Gershenson, Richard D. Gershenson and Michael A. Ward.
(2) Such person became an officer of the Trust in May 1996.
8
<PAGE> 12
OPTION GRANTS IN LAST FISCAL YEAR
There were no stock options granted during the fiscal year ended December
31, 1997 to any of the executive officers of the Company named in the Summary
Compensation Table above.
EMPLOYMENT AGREEMENTS
The Trust is a party to employment agreements (collectively, the "Ramco
Principals' Employment Agreements") with each of Messrs. Bruce A. Gershenson,
Dennis E. Gershenson, Joel D. Gershenson, Richard D. Gershenson, and Michael A.
Ward (collectively, the "Ramco Principals"). The Ramco Principals' Employment
Agreements each have an initial period of three years commencing on May 10,
1996, subject to automatic one year extensions thereafter, provided the Board of
Trustees has considered the extension of such term not more than 90 days nor
less than 30 days prior to the expiration of the term. Pursuant to such
agreements each Ramco Principal receives an annual base salary of $100,000 and
such other fringe benefits and perquisites (including, without limitation,
medical, dental, disability and life insurance and participation in employee
benefits plans) as are generally made available to management employees of the
Trust. In addition to base salary, the Ramco Principals receive annual
performance-based compensation as determined by the Compensation Committee. Each
Ramco Principals' Employment Agreement provides that such bonus shall not, for
each year of such agreement, be less than the following: (i) if Funds From
Operations (as defined below) per share, on an annualized basis, for the year
for which the bonus is to be paid, increases by less than 5% from the Funds From
Operations per share for the previous year, then 0%; (ii) if Funds From
Operations per share, on an annualized basis, for the year for which the bonus
is to be paid, increases by at least 5% but less than 7% from the Funds From
Operations per share for the previous year, then 15% of the executive's base
salary for the year for which the bonus is to be paid; (iii) if Funds From
Operations per share, on an annualized basis, for the year for which the bonus
is to be paid, increases by at least 7% but less than 10% from the Funds From
Operations per share for the previous year, then 22.5% of the executive's base
salary for the year for which the bonus is to be paid; (iv) if Funds From
Operations per share, on an annualized basis, for the year for which the bonus
is to be paid, increases by at least 10% but less than 15% from Funds From
Operations per share for the previous year, then 30% of the executive's base
salary for the year for which the bonus is to be paid; and (v) if Funds From
Operations per share, on an annualized basis, for the year for which the bonus
is to be paid, increases by 15% or more from Funds From Operations per share for
the previous year, then 50% of the executive's base salary for the year for
which the bonus is to be paid. For purposes of the Ramco Principals' Employment
Agreements, "Funds From Operations" means net income (computed in accordance
with generally accepted United States accounting principles), excluding gains
(or losses) from debt restructuring or sales of property, plus depreciation of
real property, and after adjustments for unconsolidated partnerships and joint
ventures. Adjustments for unconsolidated partnerships and joint ventures will be
calculated to reflect Funds From Operations on the same basis. In addition,
pursuant to the 1996 Share Option Plan (the "1996 Plan"), each of the Ramco
Principals was granted options to purchase 24,000 shares of the Trust (that vest
in equal installments over three years), at an exercise price equal to $16.00
per share. The Ramco Principals' Employment Agreements also provide for certain
severance payments in the event of death or disability.
Each of the Ramco Principals' Employment Agreements provides that if the
Ramco Principal is terminated without cause or he terminates his employment for
"good reason" (as defined below), such executive officer will be entitled to
receive a severance payment equal to the greater of (i) the aggregate of all
compensation due to such executive officer during the balance of the term of the
employment agreement and (ii) 2.99 times the "base amount" (as defined in the
Internal Revenue Code of 1986, as amended) or, after
9
<PAGE> 13
the second anniversary of the date of such agreement, 1.99 times and, for the
duration of the term, those fringe benefits provided for under such agreement.
"Good reason" includes diminution in authority, change of location, fewer than
two Ramco Principals serving as members of the Board of Trustees or the Ramco
Principals constitute less than 20% of the members of the Board, and a "change
of control." A change of control will occur if any person or group of commonly
controlled persons other than the Ramco Principals or their affiliates owns or
controls, directly or indirectly, more than 25% of the voting control or value
of the capital stock (or securities convertible or exchangeable therefor) of the
Trust.
The Ramco Principals' Employment Agreements provide that the Ramco
Principals will conduct all of their real estate ownership, acquisition,
management and development activities (other than certain limited activities
relating to their existing fast food franchise and other businesses and
activities relating to certain excluded assets) through the Trust. In connection
therewith, the Ramco Principals have agreed to offer all real estate
opportunities of which they become aware (other than opportunities relating to
certain excluded assets) to the Trust.
The Ramco Principals' Employment Agreements also provide that the Trust
will indemnify each Ramco Principal to the fullest extent permitted by law, and
will advance to such executive officer all related expenses, subject to
reimbursement if it is subsequently determined that indemnification is not
permitted.
The Trust is also party to a three year employment agreement (the "Smith
Employment Agreement") dated April 15, 1996 with Richard J. Smith, the Trust's
Chief Financial Officer. Pursuant to the Smith Employment Agreement, Mr. Smith
received a base salary for 1996 equal to an annual rate of $150,000, plus a
bonus of $25,000, prorated for the number of weeks that Mr. Smith was employed
during 1996. For subsequent calendar years, the Smith Employment Agreement
provides that Mr. Smith will receive a base salary and bonus as will be
determined from time to time by the Trust's Board of Trustees, in its sole
discretion; provided, that in no event will Mr. Smith's base salary be less than
$150,000 on an annualized basis nor will his base salary plus bonus be less than
$175,000 on an annualized basis. Pursuant to the Smith Employment Agreement, Mr.
Smith was also granted an option to purchase 25,000 Common Shares, vesting in
equal installments over a three year period commencing on the date of grant of
such option, at a purchase price equal to the closing price of the Common Shares
on the New York Stock Exchange on the date of grant of such option. The Smith
Employment Agreement also provides that if Mr. Smith is terminated by the Trust
prior to the expiration of the term of such agreement and within 12 months after
a "change of control," Mr. Smith will be entitled to receive as termination pay
(i) the pro rata portion of his then current salary through the date of
termination, (ii) an additional amount equal to one year's salary at the rate in
effect on the date of termination, (iii) an amount equal to the most recent
bonus paid to Mr. Smith prior to his termination and (iv) a continuation of all
fringe benefits for a period of one year following such termination. In
addition, upon a "change of control," any stock options or other plan benefits,
if any, remaining unvested will immediately vest. The Smith Employment Agreement
uses a "change of control" definition similar to that used by the Ramco
Principals' Employment Contracts as described above.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Trustees (the "Committee") is
responsible for administering the Trust's senior management compensation
program. The Committee is composed entirely of independent Trustees who are not
employees of the Trust; the individual members are listed below. None of these
individuals has any interlocking or other relationships with the Trust that
would call into question their independence as Committee members.
10
<PAGE> 14
Except as otherwise described below, the Committee has general review
authority over compensation levels of, and sets the compensation of, all
corporate officers and key management personnel of the Trust. The Committee also
administers employee benefit and incentive compensation programs, and considers
and recommends to the Board new benefit programs.
Pursuant to adopted rules designed to enhance disclosure of companies'
policies toward executive compensation, set forth below is a report of the
Committee addressing the Trust's compensation policies for 1997 as they affected
the Trust's current Chief Executive Officer and President, Dennis E. Gershenson,
and its other senior executives, Joel D. Gershenson, Chairman of the Board,
Richard J. Smith, Chief Financial Officer, Bruce A. Gershenson, Executive Vice
President and Treasurer, Richard D. Gershenson, Executive Vice President and
Secretary and Michael A. Ward, Executive Vice President and Chief Operating
Officer, respectively, of the Trust.
The compensation of each of Messrs. Dennis E. Gershenson, Joel D.
Gershenson, Bruce A. Gershenson, Richard D. Gershenson, Michael A. Ward and
Richard J. Smith was set pursuant to three year employment agreements between
each such individual and the Trust. These agreements contained provisions for,
among other things, calculating the base salary paid to such executive officers,
as well as (in the case of the Ramco Principals) formulae used to determine
bonus payments to such individuals.
With respect to the Ramco Principals, their respective employment
agreements provided for a base salary which the Compensation Committee believes
are substantially below current market rates. Although such agreements also
contain provisions which provide bonuses based on the improvement of the Trust's
Funds From Operations from one fiscal year to the next, the Compensation
Committee believes that the Ramco Principals' ownership of OP Units (which are
convertible into Common Shares) provide significant incentive to improve the
Trust's operating results and enhance Share value.
The compensation package offered by the Trust to its other senior
executives is intended to enable the Trust to attract, motivate and retain
qualified senior management, taking into account both annual and long-term
performance goals of the Trust and recognizing individual initiative and
achievements. Executive compensation generally consists of base salary and
annual bonus, as well as a combination of benefit programs.
The Compensation Committee has engaged the services of FPL Associates, an
executive compensation consulting firm, to assess the overall competitiveness of
the Company's compensation program as it relates to the executive officers,
senior management and its Board of Trustees and to design a comprehensive
executive compensation plan for the management team and the Board.
The Committee has reviewed the Trust's compensation policies in light of
the addition of Section 162(m) to the Internal Revenue Code, which generally
limits deductions for compensation paid to certain executive officers to
$1,000,000 per annum (although certain performance based compensation was not
subject to that limit), and determined that the compensation levels of the
Trust's executive officers were not at a level that would be affected by such
amendments. The Committee intends to continue to review the application of
Section 162(m) to the Trust with respect to any future compensation programs
considered by the Trust.
MEMBERS OF THE COMPENSATION COMMITTEE:
ARTHUR H. GOLDBERG
STEPHEN R. BLANK
ROBERT A. MEISTER
11
<PAGE> 15
COMPENSATION OF TRUSTEES
The independent Trustees each received $12,500 and 800 Common Shares
purchased by the Company, at a cost of $16,047, in compensation for serving as a
Trustee in 1997, plus reimbursement of travel expenses and other out-of-pocket
disbursements incurred in connection with attending any meetings. Messrs. Joel
Gershenson and Dennis Gershenson did not receive any compensation for their
services as Trustees.
The independent Trustees received individual grants of stock options under
the 1997 Non-Employee Trustee Stock Option Plan which was approved by the
Company's shareholders on June 10, 1997. Each of the Trustees received a grant
of 2,000 stock options on June 10, 1997 with an exercise price of $17.87. The
options vest and become exercisable in installments on each of the first two
anniversaries of the date of grant and expire ten years after the date of grant.
Pursuant to a Termination Agreement, dated as at March 26, 1996, as
amended, between the Trust and Mr. Joel M. Pashcow (the "Pashcow Termination
Agreement"), Mr. Pashcow agreed to terminate his employment as Chairman of the
Trust effective as of the closing of the acquisition by the Trust of
substantially all of the shopping center and retail properties, as well as the
management organization and personnel and business operations of Ramco and its
affiliates (the "Ramco Transaction"), which occurred on May 10, 1996. In
accordance with the Pashcow Termination Agreement, the Trust paid the final
installment of $1,600,000, plus interest of $193,954, on December 19, 1997 to
Mr. Pashcow.
12
<PAGE> 16
RAMCO-GERSHENSON PROPERTIES TRUST
RELATIVE PERFORMANCE V. NAREIT MORTGAGE AND EQUITY REIT INDICES
AND THE S&P 500
TOTAL RETURNS INCLUDING THE REINVESTMENT OF DIVIDENDS*
<TABLE>
<CAPTION>
MEASUREMENT PERIOD EQUITY REIT MORTGAGE
(FISCAL YEAR COVERED) INDEX REIT INDEX S&P 500 RPT
<S> <C> <C> <C> <C>
DEC-92 100.00 100.00 100.00 100.00
DEC-93 119.66 114.55 109.99 84.942
DEC-94 123.45 86.71 111.43 103.706
DEC-95 142.30 141.70 153.13 117.847
DEC-96 192.48 213.78 188.29 116.085
DEC-97 231.47 221.95 251.13 148.464
</TABLE>
SOURCE: NAREIT & IDD/TRADELINE
* In May 1996, the Trust spun off eight mortgage loans and two real properties
to Atlantic Realty Trust, a newly formed real estate investment trust
("Atlantic"). Information with respect to the Trust after May 1996 reflects
the continuing assets and operations of the Trust, and does not include the
value of Atlantic's assets or shares.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Trust's officers and Trustees and persons who own more than ten percent of a
registered class of the Trust's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the
"Commission") and the New York Stock Exchange. Officers, Trustees and greater
than ten percent Shareholders are required by regulation of the Commission to
furnish the Trust with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representation from certain reporting persons that no Forms 5 were
required for those persons, the Trust believes that, during the fiscal year
ended December 31, 1997, all filing requirements applicable to its officers,
Trustees and greater than ten percent beneficial owners were satisfied.
13
<PAGE> 17
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP has been appointed as independent
auditors for the Trust by the Trust's Board of Trustees to examine and report on
financial statements for the fiscal year ending December 31, 1998 which
appointment will be submitted to shareholders for ratification at the Meeting.
Deloitte & Touche LLP audited and reported on the Trust's financial statements
for the fiscal year ended December 31, 1997. Representatives of that firm are
expected to be present at the Meeting, with the opportunity to make a statement
if they desire to do so, and to be available to respond to appropriate
questions. The affirmative vote of a majority of the Voting Shares present and
entitled to vote at the Meeting is required to ratify appointment of the
independent auditors.
Submission of the appointment of the auditors to the Shareholders for
ratification will not limit the authority of the Board of Trustees to appoint
another accounting firm to serve as independent auditors if the present auditors
resign or their engagement is otherwise terminated. If the Shareholders do not
ratify the appointment of Deloitte & Touche LLP at the Meeting, management
intends to call a special meeting of Shareholders to be held as soon as
practicable after the Meeting to ratify the appointment of another independent
public accounting firm as independent auditors of the Trust.
SHAREHOLDERS' PROPOSALS
Any proposal by a Shareholder of the Trust intended to be presented at the
1999 Annual Meeting of Shareholders must be received by the Trust at its
principal executive office not later than December 31, 1998 for inclusion in the
Trust's proxy statement and form of proxy relating to that meeting. Any such
proposal must also comply with other requirements of the proxy solicitation
rules of the Commission.
Trustees are elected by a plurality of the votes cast at the Annual
Meeting. Only shares that are voted in favor of a particular nominee will be
counted toward such nominee's achievement of a plurality. Shares present at the
Meeting that are not voted for a particular nominee or shares present by proxy
where the Shareholder properly withheld authority to vote for such nominee
(including broker non-votes) will not be counted toward such nominee's
achievement of a plurality.
ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST BY ANY SHAREHOLDER ENTITLED TO VOTE AT THE MEETING,
THE TRUST WILL FURNISH THAT PERSON WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 WHICH IS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO. If a person requesting the report was not a Shareholder of
record on April 15, 1998, the request must contain a good faith representation
that the person making the request was a beneficial owner of Shares at the close
of business on such date. Requests should be addressed to Linda Anderson,
Ramco-Gershenson Properties Trust, 27600 Northwestern Highway, Suite 200,
Southfield, Michigan 48034.
14
<PAGE> 18
OTHER BUSINESS AND EXPENSE OF SOLICITATION
Management does not know of any other matters to be brought before the
Meeting except those set forth in the notice thereof. If other business is
properly presented for consideration at the Meeting, it is intended that the
proxies will be voted by the persons named therein in accordance with their
judgment on such matters. Proxies are being solicited on behalf of the Board of
Trustees by use of the mail. The cost of preparing this Proxy Statement and all
other costs in connection with this solicitation of proxies for the Meeting is
being borne by the Trust.
Your cooperation in giving this matter your immediate attention and in
returning your proxies promptly will be appreciated.
By Order of the Board of Trustees
/s/ Richard D. Gershenson
Richard D. Gershenson, Secretary
April 30, 1998
15
<PAGE> 19
RAMCO-GERSHENSON PROPERTIES TRUST
27600 NORTHWESTERN HIGHWAY, SUITE 200
SOUTHFIELD, MICHIGAN 48034
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
ON JUNE 10, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints BRUCE A. GERSHENSON and RICHARD D.
GERSHENSON or either of them, each with full power of substitution, proxies of
the undersigned to vote all Common Shares and Series A Convertible Preferred
Shares of Ramco-Gershenson Properties Trust (the "Trust") which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of the Trust to be
held on the 10th day of June, 1998 at 10:00 a.m., at the Westin
Southfield-Detroit, 1500 Town Center Drive, Southfield, Michigan and all
adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally present thereat. Said proxies are
instructed to vote as follows:
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 20
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
RAMCO-GERSHENSON PROPERTIES TRUST
JUNE 10, 1998
<TABLE>
<S><C>
/PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED/
- ------------------------------------------------------------------------------------------------------------------------------------
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of [ ] [ ] NOMINEES: Joel D. Gershenson
Class I Dennis E. Gershenson
Trustees. Robert A. Meister
INSTRUCTION: To withhold authority to vote for
any individual nominee, write that nominee's name
in the space provided below.
FOR AGAINST ABSTAIN
2. The ratification of the selection by the Board of [ ] [ ] [ ]
Trustees of the Trust of Deloitte & Touche LLP as
the independent public accountants of the Trust
for the fiscal year commencing January 1, 1998.
3. In accordance with their judgment with respect
to any other business that may properly come before
the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS
DIRECTED. IF NO DIRECTION IS INDICATED, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE THREE NOMINEES.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE.
SIGNATURE(S)_____________________________________________________________________________ DATE _________________________, 1998
NOTE: This Proxy must be signed exactly as your name appears. Executor, administrator, trustee, partners, etc. should give full
title as such. If the signer is a corporation, please sign full corporation name as the authorized officer, who should
state his title.
</TABLE>
