UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2007
RAMCO-GERSHENSON PROPERTIES TRUST
---------------------------------
(Exact name of registrant as specified in its Charter)
Maryland 1-10093 13-6908486
-------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334
----------------------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 350-9900
--------------------------
Not applicable
--------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 12, 2007, Ramco-Gershenson Properties Trust (the "Trust") filed
Articles Supplementary to the Trust's Declaration of Trust with the Department
of Assessment and Taxation of the State of Maryland. The Articles Supplementary
reclassified and redesignated 1,150,000 shares of 9.5% Series B Cumulative
Redeemable Preferred Shares of Beneficial Interest and 2,018,250 shares of 7.95%
Series C Cumulative Convertible Preferred Shares of Beneficial Interest as
preferred shares of beneficial interest without further designation. All of the
issued and outstanding Series B preferred shares and Series C preferred shares
were reacquired by the Trust in 2007. The Articles Supplementary are filed
herewith as Exhibit 3.1 and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description
------- -----------
3.1 Articles Supplementary reclassifying 1,150,000 9.5% Series
B Cumulative Redeemable Preferred Shares of Beneficial
Interest as preferred shares of beneficial interest without
further designation and reclassifying 2,018,250 7.95%
Series C Cumulative Convertible Preferred Shares of
Beneficial Interest as preferred shares of beneficial
interest without further designation.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RAMCO-GERSHENSON PROPERTIES TRUST
Date: December 17, 2007 By: /s/ Richard J. Smith
--------------------------------
Richard J. Smith
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit Description
------- -----------
3.1 Articles Supplementary reclassifying 1,150,000 9.5% Series B
Cumulative Redeemable Preferred Shares of Beneficial Interest
as preferred shares of beneficial interest without further
designation and reclassifying 2,018,250 7.95% Series C
Cumulative Convertible Preferred Shares of Beneficial Interest
as preferred shares of beneficial interest without further
designation.
4