<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 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:
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<PAGE> 2
RAMCO-GERSHENSON PROPERTIES TRUST
27600 NORTHWESTERN HIGHWAY, SUITE 200
SOUTHFIELD, MICHIGAN 48034
Dear Shareholder:
We invite you to attend the Annual Meeting of Shareholders of
Ramco-Gershenson Properties Trust. The meeting will be held on Wednesday, June
7, 2000 at 10:00 a.m. at The Townsend Hotel, 100 Townsend Street, Birmingham,
Michigan 48009. Your Board of Trustees and management look forward to greeting
personally those Shareholders who are able to attend.
The meeting has been called for the following purposes: (1) to elect two
Trustees for three-year terms expiring in 2003; and (2) to ratify the Board's
appointment of Deloitte & Touche LLP as the Trust's independent auditors for
fiscal year 2000. The nominees for election as Trustees listed in the enclosed
proxy materials are presently Trustees of the Trust.
Your Board of Trustees supports these proposals and believes that they are
in the best interests of the Trust and of the Shareholders. Your Board of
Trustees recommends a vote "FOR" each of the proposals. The accompanying Proxy
Statement contains additional information and should be reviewed carefully by
Shareholders. A copy of the Trust's Annual Report for 1999 is also enclosed.
It is important that your shares be represented and voted at the meeting,
whether or not you plan to attend. Shareholders may vote their shares (1) by
telephone, (2) via the internet, (3) by completing and mailing the enclosed
proxy card in the return envelope, or (4) by casting your vote in person at the
Annual Meeting.
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, 2000
<PAGE> 3
RAMCO-GERSHENSON PROPERTIES TRUST
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
JUNE 7, 2000
------------------------
To the Shareholders of Ramco-Gershenson Properties Trust:
Notice is hereby given that the 2000 Annual Meeting of Shareholders of
Ramco-Gershenson Properties Trust (the "Trust") will be held at The Townsend
Hotel, 100 Townsend Street, Birmingham, Michigan 48009, on June 7, 2000 at 10:00
a.m., for the following purposes:
(1) To elect two (2) Trustees for terms to expire in 2003;
(2) To ratify the Board's appointment of Deloitte & Touche LLP as the
Trust's independent auditors for fiscal year 2000. Deloitte & Touche
served in this same capacity in fiscal 1999; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on April 12, 2000 are
entitled to receive notice of and to vote at the meeting and any adjournments
thereof. Your vote is important. You can vote in one of four ways: (1) by
telephone using a toll-free number, (2) by computer using the internet, (3) by
marking, signing and dating your proxy card and returning it promptly in the
enclosed envelope, or (4) by casting your vote in person at the Annual Meeting.
Shareholders can help the Trust avoid unnecessary expense and delay by
promptly voting. The business of the meeting cannot be completed unless a
majority of the outstanding voting shares of the Trust is represented at the
meeting.
By Order of the Board of Trustees
/s/ Richard D. Gershenson
Richard D. Gershenson
Executive Vice President and Secretary
<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"). The Meeting is to
be held at The Townsend Hotel, 100 Townsend Street, Birmingham, Michigan 48009,
on June 7, 2000. The Trust has first mailed these proxy materials on or about
April 30, 2000, 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 12, 2000 (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 two
nominees for re-election as Trustees and FOR the ratification of Deloitte &
Touche LLP as the Trust's independent auditors for fiscal year 2000. 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 canceling any proxy previously given.
As of the Record Date, 7,214,293 Common Shares of the Trust were
outstanding and 1,400,000 Series A Preferred Shares of the Trust were
outstanding. The 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, 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 2,000,000 Common Shares, amounting to a combined total
of 9,214,293 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.
I. ELECTION OF TRUSTEES
At the Meeting, two Trustees comprising the Class III Trustees are to be
elected for three-year terms expiring in 2003. Mr. Herbert Liechtung, who was
previously a Class III Trustee, resigned from the Board of Trustees during 1999.
It is intended that votes will be cast pursuant to proxies received from
Shareholders of the Trust FOR the nominees listed hereinafter, each of whom is
presently a Trustee of the Trust, unless contrary instructions are received.
<PAGE> 5
If for any reason either 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 either of the nominees will
not be available or will not serve if elected. The election of each Trustee will
be decided by a plurality of the Voting Shares present and entitled to vote at
the Meeting.
Set forth in the following table is certain information with respect to
each nominee nominated to serve as a Class III Trustee for a term to expire in
2003 and certain information relating to the Class I Trustees and Class II
Trustees, whose terms expire in 2001 and 2002, respectively.
<TABLE>
<CAPTION>
YEAR FIRST
NAME OF TRUSTEE/ BECAME A
NOMINEE FOR ELECTION AGE PRINCIPAL OCCUPATION TRUSTEE(1)
-------------------- --- -------------------- ----------
<S> <C> <C> <C>
CLASS III: NOMINEES FOR ELECTION FOR TERMS TO EXPIRE IN 2003
Stephen R. Blank 54 Senior Fellow, Finance at the Urban Land Institute 1988
since December 1998. Previously, Mr. Blank was
Managing Director of CIBC Oppenheimer Corp. from
November 1993 to November 1998. Mr. Blank serves on
the Board of Trustees of Atlantic Realty Trust, a
Maryland real estate investment trust ("Atlantic").
Mr. Blank also serves on the Board of Directors of
WestCoast Hospitality Corporation and of
Boddie-Noell Properties, Inc.
Joel M. Pashcow 57 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. Mr. Pashcow also
serves on the Board of Directors of Hi Rise
Recycling Systems, Inc.
CLASS I: TERM TO EXPIRE IN 2001
Joel D. Gershenson 59 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 56 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 58 Vice Chairman of Aon Risk Companies, Inc., an 1996
insurance brokerage, risk consulting, reinsurance
and employee benefits company, which is a subsidiary
of Aon Corporation, since March 1991.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
YEAR FIRST
NAME OF TRUSTEE/ BECAME A
NOMINEE FOR ELECTION AGE PRINCIPAL OCCUPATION TRUSTEE(1)
-------------------- --- -------------------- ----------
<S> <C> <C> <C>
CLASS II: TERM TO EXPIRE IN 2002
Selwyn Isakow 48 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 58 President of Manhattan Associates, LLC, a merchant 1988
and investment banking firm, since February 1994.
Mr. Goldberg serves on the Board of Trustees of
Atlantic, and also serves on the Board of Directors
of Educational Video Conferencing Inc.
Mark K. Rosenfeld 54 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.
-- OTHER EXECUTIVE OFFICERS --
Bruce A. Gershenson 51 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 54 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 49 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, and served as Chief Financial
Officer and Treasurer of Glimcher Realty Trust from
1993 to 1996.
Michael A. Ward 57 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>
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(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 12, 2000 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............................................ 8,174(2) (3)
Joel M. Pashcow............................................. 204,082(4) 2.8%
Joel D. Gershenson.......................................... 2,075,527(5) 22.4%
Dennis E. Gershenson........................................ 2,118,627(6) 22.8%
Robert A. Meister........................................... 26,425(7) (3)
Selwyn Isakow............................................... 10,900(8) (3)
Arthur H. Goldberg.......................................... 60,775(9) (3)
Mark K. Rosenfeld........................................... 12,500(10) (3)
Bruce A. Gershenson......................................... 2,074,552(11) 22.3%
Richard D. Gershenson....................................... 2,079,852(12) 22.4%
Michael A. Ward............................................. 1,689,575(13) 19.0%
Richard J. Smith............................................ 33,333(14) (3)
--------- ----
All Trustees and Executive Officers as a Group (12
persons).................................................. 2,622,498 27.7%
</TABLE>
- -------------------------
(1) All shares are owned directly unless otherwise noted.
(2) Includes 1,424 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 5,000 Common Shares that Mr. Blank has
the right to acquire within 60 days of April 12, 2000 pursuant to the
Trust's 1997 Non-Employee Trustee Stock Option Plan.
(3) Less than 1% of the class.
(4) 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 5,000 Common Shares that Mr. Pashcow has the
right to acquire within 60 days of April 12, 2000 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 shares
voting and investment power.) Mr. Pashcow disclaims beneficial ownership of
the Common Shares owned by the foundation and by the trust.
(5) Includes 2,038,194 Common Shares that partnerships of which Mr. Joel
Gershenson is a partner have the right to acquire upon the exchange of
2,038,194 units of interest ("OP Units") owned by such partnerships in
Ramco-Gershenson Properties, L.P. (the "Operating Partnership") for such
Common Shares pursuant to an Exchange Rights Agreement with the Trust (the
"Exchange Rights Agreement")
4
<PAGE> 8
and 32,333 Common Shares that Mr. Joel Gershenson has the right to acquire
within 60 days of April 12, 2000 pursuant to the Trust's 1996 Stock Option
Plan. Includes 5,000 Common Shares owned by Mr. Joel Gershenson's wife. Mr.
Joel Gershenson disclaims beneficial ownership of the Common Shares owned
by his wife. The address of Mr. Joel Gershenson is 27600 Northwestern
Highway, Suite 200, Southfield, Michigan 48034.
(6) Includes 2,038,194 Common Shares that partnerships of which Mr. Dennis
Gershenson is a partner have the right to acquire upon the exchange of
2,038,194 OP Units owned by such partnerships for such Common Shares
pursuant to the Exchange Rights Agreement and 32,333 Common Shares that Mr.
Dennis Gershenson has the right to acquire within 60 days of April 12, 2000
pursuant to the Trust's 1996 Stock Option Plan. Includes 13,500 Common
Shares owned by a charitable trust of which Mr. Dennis Gershenson is a
trustee and 3,000 Common Shares owned by his children. Mr. Dennis
Gershenson disclaims beneficial ownership of the Common Shares owned by the
charitable trust and his children. The address of Mr. Dennis Gershenson is
27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034.
(7) Includes 5,000 Common Shares that Mr. Meister has the right to acquire
within 60 days of April 12, 2000 pursuant to the Trust's 1997 Non-Employee
Trustee Stock Option Plan. Includes 1,250 Common Shares held in an IRA
account for the benefit of Mr. Meister. Includes 1,200 Common Shares owned
by Mr. Meister's wife. Mr. Meister disclaims beneficial ownership of the
Common Shares owned by his wife.
(8) Includes 5,000 Common Shares that Mr. Isakow has the right to acquire
within 60 days of April 12, 2000 pursuant to the Trust's 1997 Non-Employee
Trustee Stock Option Plan. Includes 5,100 Common Shares owned by a
revocable living trust. Mr. Isakow disclaims beneficial ownership of the
Common Shares owned by the trust.
(9) Includes 5,000 Common Shares that Mr. Goldberg has the right to acquire
within 60 days of April 12, 2000 pursuant to the Trust's 1997 Non-Employee
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.
(10) Includes 5,000 Common Shares that Mr. Rosenfeld has the right to acquire
within 60 days of April 12, 2000 pursuant to the Trust's 1997 Non-Employee
Trustee Stock Option Plan. Includes 1,000 Common Shares held in an IRA
account for the benefit of Mr. Rosenfeld. Includes 1,800 Common Shares
owned by Mr. Rosenfeld's wife and 900 Common Shares by his children. Mr.
Rosenfeld disclaims beneficial ownership of the Common Shares owned by his
wife and his children.
(11) Includes 2,038,194 Common Shares that partnerships of which Mr. Bruce
Gershenson is a partner have the right to acquire upon the exchange of
2,038,194 OP Units owned by such partnerships for such Common Shares
pursuant to the Exchange Rights Agreement and 32,333 Common Shares that Mr.
Bruce Gershenson has the right to acquire within 60 days of April 12, 2000
pursuant to the Trust's 1996 Stock Option Plan. Includes 25 Common Shares
owned by Mr. Bruce Gershenson's children. Mr. Bruce Gershenson disclaims
beneficial ownership of the Common Shares owned by his children. The
address of Mr. Bruce Gershenson is 27600 Northwestern Highway, Suite 200,
Southfield, Michigan 48034.
(12) Includes 2,038,194 Common Shares that partnerships of which Mr. Richard
Gershenson is a partner have the right to acquire upon the exchange of
2,038,194 OP Units owned by such partnerships for such Common Shares
pursuant to the Exchange Rights Agreement, 32,333 Common Shares that
5
<PAGE> 9
Mr. Richard Gershenson has the right to acquire within 60 days of April 12,
2000 pursuant to the Trust's 1996 Stock Option Plan and 1,825 Common Shares
owned by his children or by trusts for his children. The address of Mr.
Richard Gershenson is 27600 Northwestern Highway, Suite 200, Southfield,
Michigan 48034.
(13) Includes 1,657,242 Common Shares that partnerships of which Mr. Ward is a
partner have the right to acquire upon the exchange of 1,657,242 OP Units
owned by such partnerships for such Common Shares pursuant to the Exchange
Rights Agreement and 32,333 Common Shares that Mr. Ward has the right to
acquire within 60 days of April 12, 2000 pursuant to the Trust's 1996 Stock
Option Plan. The address of Mr. Ward is 27600 Northwestern Highway, Suite
200, Southfield, Michigan 48034.
(14) Mr. Smith has the right to acquire 33,333 Common Shares within 60 days of
April 12, 2000 pursuant to the Trust's 1996 Stock Option Plan.
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 three times during 1999.
The Trust also has a Compensation Committee which is presently comprised of
Messrs. Goldberg (Chairman), Blank, Isakow 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 twice during 1999.
The Trust also has a Nominating Committee which is presently comprised of
Messrs. Rosenfeld (Chairman) 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 2001 Annual
Meeting of Shareholders should be submitted to the Chairman of the Board at
27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034 by January 1,
2001. The Nominating Committee met once during 1999.
The Trust also has an Executive Committee which is presently comprised of
Messrs. Pashcow (Chairman), Dennis Gershenson and Joel 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 three times during 1999.
During the year ended December 31, 1999, the Board of Trustees held four
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 Gershenson, Dennis Gershenson, Joel
Gershenson, Richard Gershenson and Michael Ward (whose stock ownership is
described under "Other Information about Trustees and Executive Officers"), as
of April 12, 2000, the following persons were known by the Trust to be the
beneficial owners of more than five percent of any class of the Trust's voting
securities:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(1) OF CLASS
-------------- ------------------- -------------------------- --------
<S> <C> <C> <C>
Series A Preferred Shares Morgan Stanley Dean Witter & Co. 1,200,000 Shares(2) 85.7%(3)
Common Shares 1585 Broadway 1,721,820 Shares(2),(4) 19.3%(5)
New York, New York 10036
Series A Preferred Shares Kimco Realty Corporation 200,000 Shares 14.3%(3)
3333 New Hyde Park Road owned directly
Common Shares Suite 100 481,409 Shares(6) 6.4%(5)
New Hyde Park, New York 11042 owned directly
Common Shares Private Management Group, Inc. 435,627 Shares 6.0%(5)
20 Corporate Park, Suite 400 owned directly
Irvine, California 92606
Common Shares Poff & Co. (Trustee for 431,143 Shares 6.0%(5)
Policemen and Firemen Retirement owned directly
System of the City of Detroit)
c/o Comerica Bank, Inc.
P.O. Box 1319
Detroit, Michigan 48231
Common Shares Tweedy, Browne Company LLC 408,707 Shares 5.7%(5)
350 Park Avenue owned directly
New York, New York
Common Shares Ohio PERS 380,000 Shares 5.3%(5)
277 East Town Street owned directly
Columbus, Ohio 43215
</TABLE>
- ---------------
(1) Based upon a Schedule 13G, a Schedule 13G, a Schedule 13D, a Schedule 13G, a
Schedule 13D and a Schedule 13G filed with the Securities and Exchange
Commission in February 2000 (Morgan Stanley Dean Witter & Co.), May 1999
(Kimco Realty Corporation), December 1989 (Poff & Co.), January 27, 2000
(Private Management Group, Inc.), January 12, 2000 (Tweedy, Browne Company
LLC) and January 26, 2000 (Ohio PERS), respectively.
(2) As of April 12, 2000, Morgan Stanley Dean Witter & Co. ("MSDW"), a
registered investment advisor, may be deemed to beneficially own 1,200,000
Series A Preferred Shares and 7,534 Common Shares, all of which are held in
portfolios of clients advised by MSDW or its affiliates. In particular,
Stichting Bedrijspensioenfonds Voor de Metaalnijverheid, Stichting
Pensioenfunds ABP, MS Special Funds Pte Ltd, The Morgan Stanley Real Estate
Special Situations Fund I, L.P., Morgan Stanley Real Estate Special
Situations Investors, L.P. and Morgan Stanley Real Estate Special Situations
Fund II, L.P. own an aggregate of 1,200,000 Series A Preferred Shares.
Morgan Stanley Asset Management Inc. ("MSAM"), a registered investment
advisor and an affiliate of MSDW, acted as an investment advisor
7
<PAGE> 11
with respect to the purchase of such Series A Preferred Shares and, pursuant
to separate investment management agreements between MSAM and each of the
foregoing investors, exercises sole voting and dispositive power with
respect to such Series A Preferred Shares. The address of MSAM is 1585
Broadway, New York, New York 10036.
(3) Based on 1,400,000 Series A Preferred Shares outstanding as of April 12,
2000. The Series A Preferred Shares are entitled to vote on all matters on
which holders of Common Shares are entitled to vote on an "as converted"
basis with the holders of Common Shares. Each Series A Preferred Share is
entitled to approximately 1.43 votes on all matters as to which holders of
Common Shares are entitled to vote.
(4) Includes 1,714,285 Common Shares which are issuable upon conversion of
1,200,000 Series A Preferred Shares which MSDW may be deemed to beneficially
own.
(5) Based on 7,214,293 Common Shares outstanding as of April 12, 2000.
(6) Includes 285,715 Common Shares which are issuable upon conversion of 200,000
Series A Preferred Shares owned by Kimco Realty Corporation.
8
<PAGE> 12
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, 1999, 1998 and 1997 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 $100,000 for the fiscal year ended December 31, 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
----------------- ------------ ALL OTHER
SALARY BONUS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) OPTIONS (2)
--------------------------- ---- ------ ----- ------- ------------
<S> <C> <C> <C> <C> <C>
Dennis E. Gershenson........................ 1999 215,469 51,240 -- 2,000
Chief Executive Officer 1998 111,046 10,000 25,000 --
1997 106,000 -- -- --
Joel D. Gershenson.......................... 1999 177,969 45,615 -- 2,000
Chairman of the Board 1998 111,046 10,000 25,000 --
1997 106,000 -- -- --
Richard J. Smith............................ 1999 190,000 60,000 -- 2,000
Chief Financial Officer 1998 168,269 25,000 25,000 --
1997 150,000 25,000 -- --
Bruce A. Gershenson......................... 1999 177,969 45,615 -- 734
Executive Vice President 1998 111,046 10,000 25,000 --
and Treasurer 1997 106,000 -- -- --
Richard D. Gershenson....................... 1999 177,969 45,615 -- 2,000
Executive Vice President 1998 111,046 10,000 25,000 --
and Secretary 1997 106,000 -- -- --
Michael A. Ward............................. 1999 177,969 45,615 -- 734
Executive Vice President and 1998 111,046 10,000 25,000 --
Chief Operating Officer 1997 106,000 -- -- --
</TABLE>
- ---------------
(1) Includes car allowances paid to Messrs. Dennis Gershenson, Joel Gershenson,
Bruce Gershenson, Richard Gershenson and Michael Ward.
(2) Includes the Trust's matching contributions under the Trust's 401(k) plan.
The compensation described in this table does not include medical, group
life insurance or other benefits that are available generally to all of the
Trust's salaried workers.
EMPLOYMENT AGREEMENTS
The Trust is party to employment agreements (collectively, the "Ramco
Principals' Employment Agreements") with each of Messrs. Bruce Gershenson,
Dennis Gershenson, Joel Gershenson, Richard Gershenson and Michael Ward
(collectively, the "Ramco Principals"). The Ramco Principals' Employment
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<PAGE> 13
Agreements each had 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 that 90 days nor
less than 30 days prior to the expiration of the term. The employment agreement
for each of the Ramco Principals was automatically extended for one year to May
9, 2000 and subsequently extended for one year to May 9, 2001. Pursuant to such
agreements each Ramco Principal receives an annual base salary and such other
fringe benefits and perquisites 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, but not less than a specified percentage of the increase in funds
from operation of the Trust for the prior year.
The Ramco Principals' Employment Agreements provide for certain severance
payments in the event of death or disability. In addition, 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 1.99 times the "base amount" (as defined in the Internal
Revenue Code of 1986, as amended) 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 constituting
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 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. For subsequent calendar years, the Smith Employment Agreement
provided 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 recommendations made by an
independent consulting firm, the Compensation Committee approved an increase in
base salary to $190,000 for Mr. Smith effective January 1, 1999. The Smith
Employment Agreement also provided 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
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<PAGE> 14
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.
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 1999 as they affected
the Trust's current Chief Executive Officer and President, Dennis Gershenson,
and its other senior executives, Joel Gershenson, Chairman of the Board, Richard
Smith, Chief Financial Officer, Bruce Gershenson, Executive Vice President and
Treasurer, Richard Gershenson, Executive Vice President and Secretary and
Michael Ward, Executive Vice President and Chief Operating Officer,
respectively, of the Trust.
The compensation of each of Messrs. Dennis Gershenson, Joel Gershenson,
Bruce Gershenson, Richard Gershenson, Michael Ward and Richard 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 base salaries which have been increased since the
execution of the agreements, based on the advice of FPL Associates, the
independent consultants engaged by the Compensation Committee. 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, and 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 engaged the services of FPL Associates, an
executive compensation consulting firm, to assess the overall competitiveness of
the Trust's compensation program as it relates to the Trust's executive
officers, senior management and its Board of Trustees and to design a
comprehensive executive compensation plan for the management team and the Board.
Based on the results of such study, the
11
<PAGE> 15
Trust has implemented certain aspects of the program's recommendations for
calendar years 1999 and 2000 and has retained FPL Associates to implement
additional components of the study.
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
SELWYN ISAKOW
ROBERT A. MEISTER
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<PAGE> 16
COMPENSATION OF TRUSTEES
The independent Trustees each received $12,500 and 800 Common Shares
purchased by the Trust at a cost of $12,412, in compensation for serving as a
Trustee in 1999, 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
Trust's shareholders on June 10, 1997. Each of the Trustees received a grant of
2,000 stock options on June 9, 1999 with an exercise price of $16.375. 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.
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>
EQUITY REIT INDEX MORTGAGE REIT INDEX S&P 500 RPT
----------------- ------------------- ------- ---
<S> <C> <C> <C> <C>
Dec-94 100.00 100.00 100.00 100.00
97.82 107.12 102.60 96.11
100.23 120.57 106.58 101.94
99.83 121.17 109.74 107.76
99.81 123.82 112.93 107.76
104.05 132.34 117.39 109.53
105.70 134.86 120.15 106.57
107.52 136.19 124.15 100.65
108.81 146.77 124.48 105.56
110.68 149.06 129.70 108.58
108.31 152.24 129.25 102.55
109.30 155.84 134.93 107.49
Dec-95 115.27 163.42 137.43 113.64
117.16 172.54 142.11 118.73
118.54 165.64 143.42 115.60
117.89 173.97 144.81 118.73
118.49 171.05 146.94 117.60
121.55 182.21 150.73 103.30
123.13 189.25 151.30 98.53
124.06 193.05 144.62 101.09
128.95 203.31 147.67 105.94
131.19 209.50 155.98 109.18
135.08 223.18 160.28 109.45
141.24 232.68 172.40 111.11
Dec-96 155.92 246.54 168.98 111.94
157.66 257.54 179.54 118.81
157.34 265.04 180.95 121.36
157.00 239.86 173.51 117.96
152.68 250.65 183.87 119.98
157.17 267.42 195.07 119.11
164.81 277.17 203.81 122.59
169.90 285.49 220.02 135.21
169.50 282.63 207.70 141.44
184.29 280.81 219.08 140.99
179.31 271.81 211.76 140.89
183.18 266.99 221.56 139.98
Dec-97 187.51 255.96 225.37 143.16
186.52 267.22 227.87 148.48
183.34 261.50 244.29 154.05
186.63 263.34 256.80 151.27
180.55 258.87 259.40 160.52
179.29 251.49 254.94 148.68
178.07 254.07 265.30 143.95
166.51 247.31 262.48 142.33
150.80 196.22 224.52 128.78
159.34 221.05 238.90 126.84
156.39 189.34 258.34 124.74
158.69 208.87 273.99 120.27
Dec-98 154.69 181.18 289.78 115.30
151.46 178.99 301.89 126.24
147.90 169.09 292.50 128.79
147.23 169.46 304.20 130.32
161.20 192.66 315.98 132.25
164.75 198.27 308.52 132.78
162.08 205.64 325.64 136.45
156.92 178.43 315.48 136.76
154.93 145.48 313.90 128.68
149.04 140.03 305.30 128.68
145.38 134.15 324.62 121.03
143.01 116.80 331.21 115.48
Dec-99 147.54 120.99 350.72 112.15
</TABLE>
SOURCE: NAREIT
* 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.
13
<PAGE> 17
INTERESTS OF CERTAIN PERSONS
Other Matters
Ramco, a subsidiary of the Trust which provides property management and
leasing services to properties owned by the Operating Partnership and other
affiliates of the Trust, as well as to other third party property owners,
provides property management services to various entities and properties owned
and/or controlled by the Ramco Principals, each of whom are executive officers
and/or Trustees of the Trust. Management of the Trust believes that these
services are provided on terms no less favorable than terms that could be
obtained on an arm's length basis. During fiscal year ended December 31, 1999,
Ramco charged an aggregate of approximately $1,117,000 in respect of such
services to entities owned and/or controlled by the Ramco Principals. Ramco was
owed $277,000 as of December 31, 1999 by various entities owned or controlled by
the Ramco Principals incurred in the ordinary course of business for the ongoing
services as described above. The Trust owed the Ramco Principals, in total, the
amount of $233,700 for bonuses earned through December 31, 1999, as shown on the
Summary Compensation Table, which were paid in March 2000.
In addition to the services described in the preceding paragraph, personnel
of Ramco provide accounting and other administrative services for entities owned
and/or controlled by the Ramco Principals. The entities that receive such
services reimburse Ramco for the payroll costs incurred by Ramco in providing
such services. In the fiscal year ended December 31, 1999, entities owned and/or
controlled by the Ramco Principals were charged an aggregate of approximately
$63,000 by Ramco for such accounting and other administrative services.
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.
During the fiscal year ended December 31, 1999, Mr. Dennis Gershenson on
two occasions filed a Form 4 late covering a total of six transactions. 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 all other required filings by executive
officers and Trustees of the Trust were made on a timely basis.
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, 2000, 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, 1999. 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.
14
<PAGE> 18
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
2001 Annual Meeting of Shareholders must be received by the Trust at its
principal executive office not later than January 1, 2001 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.
The Trust must receive notice of any proposal of Shareholders that are
intended to be presented at the Trust's 2001 Annual Meeting of Shareholders, but
that are not intended to be considered for inclusion in the Trust's proxy
statement and proxy related to that meeting, no later than March 6, 2001 to be
considered timely. Such proposals should be sent by certified mail, return
receipt requested and addressed to Ramco-Gershenson Properties Trust, 27600
Northwestern Highway, Southfield, Michigan 48034, Attention: Investor Relations.
If the Trust does not have any notice of the matter by that date, the Trust's
form of proxy in connection with that meeting may confer discretionary authority
to vote on the matter, and the persons named in the Trust's form of proxy will
vote the shares represented by such proxies in accordance with their best
judgment.
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, 1999 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 12, 2000, the request must contain a good faith representation
that the person making the request was a beneficial owner of Common Shares at
the close of business on such date. Requests should be addressed to Investor
Relations, Ramco-Gershenson Properties Trust, 27600 Northwestern Highway, Suite
200, Southfield, Michigan 48034.
OTHER BUSINESS AND EXPENSE OF SOLICITATION
Management does not know of any other matters to be brought before the
Meeting except those set forth in the notice thereof. If other business is
properly presented for consideration at the Meeting, it is intended that the
proxies will be voted by the persons named therein in accordance with their
judgment on such
15
<PAGE> 19
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
voting your proxies promptly will be appreciated.
By Order of the Board of Trustees
/s/ Richard D. Gershenson
Richard D. Gershenson, Secretary
April 30, 2000
16
<PAGE> 20
RAMCO-GERSHENSON PROPERTIES TRUST
27600 NORTHWESTERN HIGHWAY, SUITE 200
SOUTHFIELD, MICHIGAN 48034
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
ON JUNE 7, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints DENNIS 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 7th day of June, 2000 at 10:00 a.m., at the Townsend Hotel, 100
Townsend Street, Birmingham, Michigan 48009 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> 21
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
RAMCO-GERSHENSON PROPERTIES TRUST
JUNE 7, 2000
/PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED/
- -----------------------------------------------------------------------
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of [ ] [ ] NOMINEES:
Class III Stephen R. Blank
Trustees. Joel M. Pashcow
INSTRUCTION: To withhold authority to vote for
any individual nominee, write that nominee's name
in the space provided below.
FOR AGAINST ABSTAIN
2. Proposal to ratify [ ] [ ] [ ]
the appointment of
Deloitte & Touche LLP
as the Trust's auditors
for 2000
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 TWO NOMINEES AND FOR
PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE.
SIGNATURE(S)
-----------------------------------------------------------------
DATE , 2000
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.
