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Registration No. 333-______
As filed with the Securities and Exchange Commission on December 17, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAMCO-GERSHENSON PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 13-6908486
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27600 NORTHWESTERN HIGHWAY, SUITE 200 48034
SOUTHFIELD, MICHIGAN (Zip Code)
(Address of Principal Executive Offices)
1996 SHARE OPTION PLAN OF RAMCO-GERSHENSON PROPERTIES TRUST
(Full title of the plan)
DENNIS E. GERSHENSON
PRESIDENT
RAMCO-GERSHENSON PROPERTIES TRUST
27600 NORTHWESTERN HIGHWAY, SUITE 200
SOUTHFIELD, MI 48034
(Name and address of agent for service)
(248) 350-9900
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
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Shares (1) 855,054 shares $ 19.34 (2) $ 16,536,744.36 (2) $ 4,878.34
(1) Shares of beneficial interest of the Registrant, $.10 par value per share
("Shares")
(2) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities Act,
solely for the purpose of computing the registration fee and based on
the average of the high and low prices of the Shares as traded on the New
York Stock Exchange on December 11, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. Annual Report of Ramco-Gershenson Properties Trust (the
"Registrant") on Form 10-K for the fiscal year ended December 31, 1996,
filed with the Securities and Exchange Commission (the "Commission") on
March 28, 1997, pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
2. Quarterly Report of the Registrant on Form 10-Q for the quarter
ended March 31, 1997, as filed with the Commission on May 15, 1997,
pursuant to the Exchange Act.
3. Quarterly Report of the Registrant on Form 10-Q for the quarter
ended June 30, 1997, as filed with the Commission on August 13, 1997,
pursuant to the Exchange Act.
4. Quarterly Report of the Registrant on Form 10-Q for the quarter
ended September 30, 1997, as filed with the Commission on November 14,
1997, pursuant to the Exchange Act.
5. The Report of the Registrant on Form 8-K, filed with the Commission
on November 14, 1997, pursuant to the Exchange Act.
6. The description of the Registrant's Shares contained in Item 1 of
the Registrant's Registration Statement on Form 8-A filed with the
Commission on November 1, 1988, pursuant to Section 12 of the Exchange
Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein by reference modifies or supersedes such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed upon by
Honigman Miller Schwartz and Cohn, Detroit, Michigan, general counsel to the
Registrant. Attorneys with Honigman Miller Schwartz and Cohn may be deemed to
beneficially own 65,470 Shares as of December 16, 1997.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Declaration of Trust of the Registrant
provides that a trustee, officer, employee or agent of the Registrant shall not
be personally liable to the Registrant or to any shareholder, trustee, officer,
employee or agent of the Registrant or to any other person for any action or
failure to act. However, the Declaration does not eliminate or limit the
liability of a trustee, officer, employee or agent for breach of the duty of
loyalty to the Registrant for (i) acts or omissions not in good faith or
involving intentional misconduct or knowing violations or (ii) any transaction
where the trustee, officer, employee or agent derived an improper benefit.
Subject to the following exceptions, the Registrant shall indemnify, to the
fullest extent permitted by law, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed claim,
demand, action, suit or proceeding, whether civil or criminal, administrative or
investigative, by reason of the fact that he is or was a trustee, officer,
employee or agent of the Registrant, or is or was serving at the request of the
Registrant as a director, trustee, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
Registrant will not indemnify any person for (i) acts or omissions not in good
faith or not in a manner that the trustee, officer, employee or agent believed
to be in or not opposed to the best interests of the Registrant; (ii) with
respect to any criminal action or proceeding, conduct which the trustee,
officer, employee or agent had reasonable cause to believe that the conduct was
unlawful; or (iii) willful misconduct.
The Registrant has obtained Directors' and Officers' liability
insurance. The policy provides for $10 million in coverage including prior acts
dating to the Registrant's inception and liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
4.1 1996 Share Option Plan of Ramco-Gershenson Properties Trust
4.2 Amended and Restated Declaration of Trust of RPS Realty Trust,
dated October 14, 1988, as amended on May 10, 1996,
incorporated by reference to Exhibits 3 and 4(a) to the
Registrant's Registration Statement on Form S-4 (Registration
No. 33-25272) and to Exhibit 3(i) to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30,
1996.
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4.3 By-laws of RPS Realty Trust, dated December 6, 1989, as
amended on May 10, 1996, incorporated by reference to Exhibit
4.2 to the Registrant's Current Report on Form 8-K, dated
December 6, 1989, and to Exhibit 3(ii) to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30,
1996.
5 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Honigman Miller Schwartz and Cohn (included
in the opinion filed as Exhibit 5 to this Registration
Statement)
24 Power of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration
Statement)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on
Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic
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reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Southfield, State of Michigan, on December 10, 1997.
RAMCO-GERSHENSON PROPERTIES TRUST
By: /s/ Dennis E. Gershenson
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Dennis E. Gershenson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of RAMCO-GERSHENSON PROPERTIES TRUST, a Massachusetts business
trust (the "Trust"), hereby constitutes and appoints Joel D. Gershenson and
Dennis E. Gershenson, and each of them, the true and lawful attorneys-in-fact
and agents of the undersigned, each with the power of substitution for him in
any and all capacities, with full power and authority in said attorneys-in-fact
and agents and in any one or more of them, to sign, execute and affix his seal
thereto and file the proposed registration statement on Form S-8 to be filed by
the Trust under the Securities Act of 1933, as amended, which registration
statement relates to the registration and issuance of the Trust's Shares,
pursuant to the 1996 Share Option Plan of Ramco-Gershenson Properties Trust, and
any of the documents relating to such registration statement, any and all
amendments to such registration statement, including any amendment thereto
changing the amount of securities for which registration is being sought, and
any post-effective amendment, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority;
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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President, Chief Executive
/s/ Dennis E. Gershenson Officer and Trustee
- ------------------------- (Principal Executive Officer) December 10, 1997
Dennis E. Gershenson
Chief Financial Officer
/s/ Richard J. Smith (Principal Financial Officer and
- ------------------------- Principal Accounting Officer) December 10, 1997
Richard J. Smith
/s/ Stephen R. Blank
- ------------------------- Trustee December 10, 1997
Stephen R. Blank
/s/ Joel D. Gershenson
- ------------------------- Trustee December 10, 1997
Joel D. Gershenson
/s/ Arthur H. Goldberg
- ------------------------- Trustee December 10, 1997
Arthur H. Goldberg
/s/ Selwyn Isakow
- ------------------------- Trustee December 10, 1997
Selwyn Isakow
/s/ Herbert Liechtung
- ------------------------- Trustee December 10, 1997
Herbert Liechtung
- ------------------------- Trustee
Robert A. Meister
/s/ Joel M. Pashcow
- ------------------------- Trustee December 10, 1997
Joel M. Pashcow
- ------------------------- Trustee
Mark K. Rosenfeld
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 1996 Share Option Plan of Ramco-Gershenson Properties Trust
4.2 Amended and Restated Declaration of Trust of RPS Realty Trust, dated
October 14, 1988, as amended on May 10, 1996, incorporated
by reference to Exhibits 3 and 4(a) to the Registrant's
Registration Statement on Form S-4 (Registration No.
33-25272) and to Exhibit 3(i) to the Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 1996.
4.3 By-laws of RPS Realty Trust, dated December 6, 1989, as amended on May 10,
1996, incorporated by reference to Exhibit 4.2 to the Registrant's Current
Report on Form 8-K, dated December 6, 1989, and to Exhibit 3(ii) to the
Registrant's Quarterly Report on Form 10-Q for the period ended June 30,
1996.
5 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the opinion
filed as Exhibit 5 to this Registration Statement)
24 Power of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration
Statement)