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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: |
o Preliminary Proxy Statement | |
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
þ Definitive Proxy Statement | |
o Definitive Additional Materials | |
o Soliciting Material Pursuant to §240.14a-12 |
Ramco-Gershenson Properties Trust
Payment of Filing Fee (Check the appropriate box):
þ No fee required. | |
o 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: |
o Fee paid previously with preliminary materials. |
o 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.: |
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4) Date Filed: |
SEC 1913 (02-02) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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Sincerely, | |
Joel D. Gershenson | |
Chairman |
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(1) | To elect two Trustees for terms to expire in 2008; and | |
(2) | To transact such other business as may properly come before the meeting or any adjournment thereof. |
By Order of the Board of Trustees | |
Richard D. Gershenson | |
Executive Vice President and Secretary |
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Year First | ||||||||||
Name of Trustee/ | Became a | |||||||||
Nominee for Election | Age | Principal Occupation | Trustee(1) | |||||||
CLASS II: NOMINEES FOR ELECTION FOR TERMS TO EXPIRE IN 2008 | ||||||||||
Arthur H. Goldberg | 62 | Managing Director of Corporate Solutions Group, LLC, an investment banking and advisory firm since January 2002. Served as President of Manhattan Associates, LLC, a merchant and investment banking firm, from 1994 to 2002. Mr. Goldberg served as Chairman of Reich & Company, Inc. (formerly Vantage Securities, Inc.), a securities and investment brokerage firm, from 1990 to 1993. Mr. Goldberg also serves on the Board of Trustees of Atlantic Realty Trust and the Board of Directors of Ardent Acquisition Corp. | 1988 | |||||||
Mark K. Rosenfeld | 59 | Chairman and Chief Executive Officer of Wilherst Developers Inc., a real estate development firm, and has served in such position since July 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., a retail fashion merchandiser, and served as a director and member of the Executive Committee of the Board of Directors of Jacobson. | 1996 | |||||||
CLASS III: TERMS TO EXPIRE IN 2006 | ||||||||||
Stephen R. Blank | 59 | Senior Fellow, Finance at Urban Land Institute and has served in such position since December 1998. Previously, Mr. Blank was Managing Director — Real Estate Investment Banking of CIBC Oppenheimer Corp. from 1993 to 1998, Managing Director of Cushman & Wakefield, Inc.’s Real Estate Corporate Finance Department from 1989 to 1993, Managing Director — Real Estate Investment Banking of Kidder, Peabody & Co. from 1979 to 1989, and Vice President, Direct Investment Group of Bache & Co., Incorporated from 1973 to 1979. Mr. Blank also serves on the Board of Trustees of Atlantic Realty Trust, a real estate investment trust, and on the Boards of Directors of MFA Mortgage Investments, Inc., a real estate investment trust, WestCoast Hospitality Corporation and BNP Residential Properties, Inc., a real estate investment trust. Mr. Blank also serves on the Board of Advisors of Paloma LLC, an institutional investor entity, since 2003. | 1988 | |||||||
Joel M. Pashcow | 62 | Chairman of the Board of Trustees of Atlantic Realty Trust and has served in such position since May 1996. Mr. Pashcow served as our Chairman from 1988 to May 1996. | 1980 |
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Year First | ||||||||||
Name of Trustee/ | Became a | |||||||||
Nominee for Election | Age | Principal Occupation | Trustee(1) | |||||||
CLASS I: TERMS TO EXPIRE IN 2007 | ||||||||||
Joel D. Gershenson | 64 | Chairman of the Board of Trustees and a Trustee since May 1996. He was the President of Ramco-Gershenson, Inc. from 1976 to 1996 and spent fifteen years directing its Property Management/Asset Management Department. | 1996 | |||||||
Dennis E. Gershenson | 61 | President and Chief Executive Officer and a Trustee since May 1996. Previously, he served as Vice President — Finance and Treasurer of Ramco-Gershenson, Inc. from 1976 to 1996 and arranged all of the financing of Ramco’s initial developments, expansions and acquisitions. Mr. Gershenson currently serves as Chairman of the Board of Directors of Hospice of Michigan, and serves on the Board of Directors of the Merrill Palmer Institute and the Metropolitan Affairs Coalition and has served as Regional Director of the International Council of Shopping Centers, also known as the “ICSC.” | 1996 | |||||||
Robert A. Meister | 63 | Vice Chairman of Aon Group, Inc. an insurance brokerage, risk consulting, reinsurance and employee benefits company and a subsidiary of Aon Corporation, and he has served in such position since March 1991. | 1996 | |||||||
— Other Executive Officers — | ||||||||||
Bruce A. Gershenson | 56 | Executive Vice President and Treasurer since May 1996. Previously, he served as Vice President — Land Acquisitions and Sales of Ramco-Gershenson, Inc. from 1972 to 1996. Mr. Gershenson is currently the Chief Executive Officer of Gershenson Realty & Investment LLC. Mr. Gershenson currently serves on the Board of Trustees of the Karmanos Cancer Foundation, the Karmanos Cancer Institute budget and finance committee and the University of Michigan Comprehensive Cancer Center Advisory Board. | ||||||||
Richard D. Gershenson | 59 | Executive Vice President and Secretary since May 1996. Previously, he served as Vice President — Development and Construction of Ramco-Gershenson, Inc. from 1970 to 1996. |
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Year First | ||||||||||
Name of Trustee/ | Became a | |||||||||
Nominee for Election | Age | Principal Occupation | Trustee(1) | |||||||
Richard J. Smith | 54 | Chief Financial Officer since May 1996. Previously, he was Vice President of Financial Services of the Hahn Company from January 1996 to May 1996, and he served as Chief Financial Officer and Treasurer of Glimcher Realty Trust, an owner, developer and manager of community shopping centers and regional and super regional malls, from 1993 to 1996. Mr. Smith was Controller and Director of Financial Services of the Taubman Company, an owner, developer and manager of regional malls, from 1978 to 1988. | ||||||||
Michael A. Ward | 62 | Executive Vice President and Chief Operating Officer since May 1996. Previously, he was Executive Vice President of Ramco-Gershenson, Inc. from 1966 to 1996. |
(1) | Includes periods served as Trustee of the Trust’s predecessors. |
Percent | ||||||||
Shares Owned | of | |||||||
Name of Trustee/Executive Officer | Beneficially(1) | Class(1) | ||||||
Dennis E. Gershenson | 2,099,982 | (2) | 11.1 | % | ||||
Joel D. Gershenson | 2,059,939 | (3) | 10.9 | % | ||||
Stephen R. Blank | 9,600 | (4) | (5) | |||||
Arthur H. Goldberg | 74,575 | (6) | (5) | |||||
James Grosfeld | 84,385 | (7) | (5) | |||||
Robert A. Meister | 30,975 | (8) | (5) | |||||
Joel M. Pashcow | 215,474 | (9) | 1.3 | % | ||||
Mark K. Rosenfeld | 28,100 | (10) | (5) | |||||
Richard D. Gershenson | 2,054,566 | (11) | 10.9 | % | ||||
Richard J. Smith | 51,471 | (12) | (5) | |||||
All Trustees and Executive Officers as a Group (12 persons) | 2,630,339 | 13.8 | % |
(1) | All Shares are owned directly unless otherwise noted. Percentages are based on 16,833,441 Shares outstanding as of April 12, 2005. |
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(2) | Includes 2,044,139 Shares that partnerships of which Mr. Dennis Gershenson is a partner have the right to acquire upon the exchange of 2,044,139 units of interest (“OP Units”) owned by such partnerships in Ramco-Gershenson Properties, L.P. (the “Operating Partnership”) for such Shares pursuant to the Exchange Rights Agreement with the Trust (the “Exchange Rights Agreement”) and 2,443 Shares that Mr. Dennis Gershenson has the right to acquire within 60 days of April 12, 2005 pursuant to options granted to Mr. Dennis Gershenson. Includes 15,800 Shares owned by a charitable trust of which Mr. Dennis Gershenson is a trustee and 6,000 Shares owned by trusts for his children. Does not include 38,245 Shares that Mr. Dennis Gershenson has deferred the right to receive pursuant to Election and Option Deferral Agreements with the Trust. Mr. Dennis Gershenson disclaims beneficial ownership of the Shares owned by the charitable trust and the trusts for his children. The address of Mr. Dennis Gershenson is 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334. | |
(3) | Includes 2,044,139 Shares that partnerships of which Mr. Joel Gershenson is a partner have the right to acquire upon the exchange of 2,044,139 OP Units owned by such partnerships for such Shares pursuant to the Exchange Rights Agreement. Includes 12,400 Shares owned by Mr. Joel Gershenson’s wife and 3,400 Shares owned by a trust for his daughter. Does not include 38,522 Shares that Mr. Joel Gershenson has deferred the right to receive pursuant to Election and Option Deferral Agreements with the Trust. Mr. Joel Gershenson disclaims beneficial ownership of the Shares owned by his wife and the trust for his daughter. The address of Mr. Joel Gershenson is 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334. | |
(4) | Includes 4,000 Shares that Mr. Blank has the right to acquire within 60 days of April 12, 2005 pursuant to options granted to Mr. Blank. | |
(5) | Less than 1% of the class. | |
(6) | Includes 14,000 Shares that Mr. Goldberg has the right to acquire within 60 days of April 12, 2005 pursuant to options granted to Mr. Goldberg. Includes 39,125 Shares owned by Mr. Goldberg’s wife, 3,750 Shares owned by trusts for his daughters and 6,100 Shares owned by a pension trust. Mr. Goldberg disclaims beneficial ownership of the Shares owned by his wife and by the trusts for his daughters. | |
(7) | Includes 80,185 Shares that Mr. Grosfeld has the right to acquire upon the exchange of 80,185 OP Units for such Shares pursuant to the Exchange Rights Agreement and 2,000 Shares that Mr. Grosfeld has the right to acquire within 60 days of April 12, 2005 pursuant to options granted to Mr. Grosfeld. | |
(8) | Includes 3,000 Shares that Mr. Meister has the right to acquire within 60 days of April 12, 2005 pursuant to options granted to Mr. Meister. Includes 1,200 Shares owned by a trust for the benefit of Mr. Meister’s family members. Mr. Meister disclaims beneficial ownership of the Shares owned by the trust. | |
(9) | Includes 3,000 Shares that Mr. Pashcow has the right to acquire within 60 days of April 12, 2005 pursuant to options granted to Mr. Pashcow. Also includes 95,325 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 Shares owned by the foundation and by the trust. |
(10) | Includes 10,000 Shares that Mr. Rosenfeld has the right to acquire within 60 days of April 12, 2005 pursuant to options granted to Mr. Rosenfeld. Includes 1,300 Shares held in an IRA account for the benefit of Mr. Rosenfeld. Includes 2,700 Shares owned by Mr. Rosenfeld’s wife and 900 Shares by his children. Mr. Rosenfeld disclaims beneficial ownership of the Shares owned by his wife and his children. |
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(11) | Includes 2,044,139 Shares that partnerships of which Mr. Richard Gershenson is a partner have the right to acquire upon the exchange of 2,044,139 OP Units owned by such partnerships for such Shares pursuant to the Exchange Rights Agreement, and 1,127 Shares that Mr. Richard Gershenson has the right to acquire within 60 days of April 12, 2005 pursuant to options granted to Mr. Richard Gershenson. Includes 300 Shares owned by a charitable trust of which Mr. Richard Gershenson is a trustee, and 1,800 Shares owned by trusts for his children. Does not include 38,522 Shares that Mr. Richard Gershenson has deferred the right to receive pursuant to Election and Option Deferral Agreements with the Trust. Mr. Richard Gershenson disclaims beneficial ownership of the Shares owned by the charitable trust and his children. The address of Mr. Richard Gershenson is 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334. |
(12) | Includes 51,471 Shares that Mr. Smith has the right to acquire within 60 days of April 12, 2005 pursuant to options granted to Mr. Smith. Does not include 13,039 Shares that Mr. Smith has deferred the right to receive pursuant to Election and Option Deferral Agreements with the Trust. |
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Members of the Audit Committee | |
Stephen R. Blank (Chairman) | |
Mark K. Rosenfeld | |
Arthur H. Goldberg |
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Amount and Nature of | Percent of | |||||||||
Title of Class | Name and Address of Beneficial Owner | Beneficial Ownership | Class(2) | |||||||
Common Shares | Cohen & Steers, Inc. and Cohen & Steers Capital Management, Inc. 757 Third Avenue New York, NY 10017 | 1,618,700 | (1) | 9.6% | ||||||
Common Shares | K.G. Redding & Associates, LLC One Wacker Drive Suite 4343 Chicago, IL 60606-2841 | 1,422,889 | (1) | 8.5% | ||||||
Common Shares | Delaware Management Holdings and Delaware Management Business Trust 2005 Market Street Philadelphia, PA 19103 | 1,091,600 | (1) | 6.5% | ||||||
Common Shares | Bruce Gershenson 31500 Northwestern Highway, Suite 100 Farmington Hills, MI 48334 | 2,052,439 | (3) | 10.9% | ||||||
Common Shares | Michael A. Ward 31500 Northwestern Highway, Suite 300 Farmington Hills, MI 48334 | 1,617,549 | (4) | 8.8% |
(1) | Based on Schedule 13G’s (or amendments thereto) filed with the SEC on February 14, 2005 (Cohen & Steers Capital Management Inc.), February 14, 2005 (K.G. Redding & Associates, LLC), and February 9, 2005 (Delaware Management Holdings). |
(2) | Based on 16,833,441 Shares outstanding as of April 12, 2005. |
(3) | Includes 2,044,139 Shares that partnerships of which Mr. Bruce Gershenson is a partner have the right to acquire upon the exchange of 2,044,139 OP Units owned by such partnerships in the Operating Partnership for such Shares pursuant to the Exchange Rights Agreement. Does not include 38,522 Shares that Mr. Bruce Gershenson has deferred the right to receive pursuant to Election and Option Deferral Agreements with the Trust. |
(4) | Includes 1,616,299 Shares that partnerships of which Mr. Ward is a partner have the right to acquire upon the exchange of 1,616,299 OP Units owned by such partnerships in the Operating Partnership for such Shares pursuant to the Exchange Rights Agreement. Does not include 32,472 Shares that Mr. Ward has deferred the right to receive pursuant to Election and Option Deferral Agreements with the Trust. |
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(c) | |||||||||||||
Number of Securities | |||||||||||||
(a) | (b) | Remaining Available for | |||||||||||
Number of Securities to be | Weighted Average | Future Issuance Under | |||||||||||
Issued Upon Exercise of | Exercise Price of | Equity Compensation Plans | |||||||||||
Outstanding Options, | Outstanding Options, | (Excluding Securities | |||||||||||
Plan Category | Warrants and Rights | Warrants and Rights | Reflected in Column (a)) | ||||||||||
Equity compensation plans approved by security holders | 160,371 | $ | 20.28 | 695,278 | |||||||||
Equity compensation plans not approved by security holders | — | — | — | ||||||||||
Total | 160,371 | $ | 20.28 | 695,278 | |||||||||
Long-Term | |||||||||||||||||||||
Compensation | |||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||
Shares | All Other | ||||||||||||||||||||
Salary | Bonus | Subject to | Compensation | ||||||||||||||||||
Name and Principal Position | Year | ($)(1) | ($) | Options (#) | ($) (2) | ||||||||||||||||
Dennis E. Gershenson | 2004 | 389,200 | 400,000 | 7,330 | 5,125 | ||||||||||||||||
President and | 2003 | 366,600 | 450,000 | — | 5,000 | ||||||||||||||||
Chief Executive Officer | 2002 | 290,770 | 300,000 | — | 5,000 | ||||||||||||||||
Richard J. Smith | 2004 | 283,200 | 125,000 | 4,413 | 7,860 | (3) | |||||||||||||||
Chief Financial Officer | 2003 | 266,600 | 200,000 | — | 7,735 | (3) | |||||||||||||||
2002 | 262,200 | 150,000 | — | 7,735 | (3) | ||||||||||||||||
Richard D. Gershenson | 2004 | 242,200 | — | 3,382 | 5,125 | ||||||||||||||||
Executive Vice President | 2003 | 226,600 | 75,000 | — | 5,000 | ||||||||||||||||
and Secretary | 2002 | 208,411 | 40,000 | — | 5,000 |
(1) | Includes car allowances. |
(2) | Includes the Trust’s matching contributions under the Trust’s 401(k) plan. |
(3) | Includes reimbursement for life insurance of $2,735. |
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Number of | Estimated Future Payouts Under | |||||||||||||||||||
Shares, | Performance or | Non-Stock Price-Based Plan | ||||||||||||||||||
Units or | Other Period Until | |||||||||||||||||||
Other | Maturation or | Threshold | Target | Maximum | ||||||||||||||||
Name | Rights (#) | Payout | ($ or #) | ($ or #) | ($ or #) | |||||||||||||||
Dennis E. Gershenson | 6,159 | (1) | 1/1/04-12/31/06 | 3,079 | 6,159 | 9,238 | ||||||||||||||
(2) | 1/1/04-12/31/06 | $ | 57,300 | $ | 114,600 | $ | 171,900 | |||||||||||||
Richard J. Smith | 3,708 | (1) | 1/1/04-12/31/06 | 1,854 | 3,708 | 5,562 | ||||||||||||||
(2) | 1/1/04-12/31/06 | $ | 34,500 | $ | 69,000 | $ | 103,500 | |||||||||||||
Richard D. Gershenson | 2,842 | (1) | 1/1/04-12/31/06 | 1,421 | 2,842 | 4,263 | ||||||||||||||
(2) | 1/1/04-12/31/06 | $ | 26,438 | $ | 52,875 | $ | 79,313 |
(1) | Represents restricted stock component of award. If the minimum performance level is met, the applicable number of shares of restricted stock will be issued to the officer after the end of the performance period, and the restrictions on one-third of the shares will lapse on March 1 of each year beginning March 1, 2008. |
(2) | Represents cash component of award. If the minimum performance level is met, the applicable cash amount will be paid to the officer in three equal annual installments beginning on March 1, 2008. |
Individual Grants | Potential Realizable | |||||||||||||||||||||||
Value at Assumed | ||||||||||||||||||||||||
Number of | % of Total | Annual Rates of Stock | ||||||||||||||||||||||
Securities | Options | Price Appreciation for | ||||||||||||||||||||||
Underlying | Granted to | Exercise or | Option Term | |||||||||||||||||||||
Options | Employees in | Base Price | Expiration | |||||||||||||||||||||
Name | Granted (#) | Fiscal Year | ($/Sh) | Date | 5% ($) | 10% ($) | ||||||||||||||||||
Dennis E. Gershenson | 7,330 | 19.0 | % | $ | 27.96 | 3/2/2014 | $ | 128,890 | $ | 326,632 | ||||||||||||||
Richard J. Smith | 4,413 | 11.4 | % | $ | 27.96 | 3/2/2014 | $ | 77,598 | $ | 196,648 | ||||||||||||||
Richard D. Gershenson | 3,382 | 8.6 | % | $ | 27.96 | 3/2/2014 | $ | 59,469 | $ | 150,705 |
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Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying Unexercised | In-the-Money | |||||||||||||||||||||||
Shares | Value | Options at Year End | Options at 12/31/04 | |||||||||||||||||||||
Acquired on | Realized | |||||||||||||||||||||||
Name | Exercise | ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Dennis E. Gershenson | 74,000 | (1) | $ | 1,224,605 | — | 7,330 | — | $ | 31,446 | |||||||||||||||
Richard J. Smith | 25,000 | (1) | $ | 420,769 | 50,000 | 4,413 | $ | 851,563 | $ | 18,932 | ||||||||||||||
Richard D. Gershenson | 74,000 | (1) | $ | 1,243,105 | — | 3,382 | — | $ | 14,504 |
(1) | Includes Shares the receipt of which has been deferred by the Named Executive Officers pursuant to Election and Option Deferral Agreements, as discussed below. |
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Members of the Compensation Committee | |
Arthur H. Goldberg (Chairman) | |
Stephen R. Blank | |
Robert A. Meister |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950124-05-002797/k91506dk9150602.gif)
12/31/99 | 12/31/00 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | |||||||||||||||||||
NAREIT Composite | $ | 100.00 | 125.89 | 145.41 | 152.99 | 211.84 | 276.26 | |||||||||||||||||
NAREIT Equity | $ | 100.00 | 126.37 | 143.97 | 149.47 | 204.98 | 269.70 | |||||||||||||||||
NAREIT Mortgage | $ | 100.00 | 115.96 | 205.65 | 269.55 | 424.25 | 502.45 | |||||||||||||||||
S&P 500 | $ | 100.00 | 90.90 | 80.09 | 62.39 | 80.29 | 89.02 | |||||||||||||||||
RPT Total Return | $ | 100.00 | 114.99 | 158.15 | 212.20 | 327.18 | 396.35 |
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(a) | Audit Fees — Aggregate fees of $857,118 and $349,745, respectively, were billed for professional services rendered for the audit of the Trust’s 2004 and 2003 consolidated financial statements included in its annual report on Form 10-K and the review of the financial statements included in the Trust’s quarterly reports on Form 10-Q. | |
(b) | Audit-Related Fees — Aggregate fees of $28,032 and $14,262, respectively were billed for audit-related services rendered in 2004 and 2003. The 2004 audit-related fees include services in connection with the audits of acquired properties, along with work related to Sarbanes-Oxley Act readiness. The 2003 audit-related fees include work related to Sarbanes-Oxley Act readiness. | |
(c) | Tax fees — Aggregate fees of $346,733 and $300,048, respectively, were billed for tax services in 2004 and 2003. Tax services principally include tax compliance, tax advice and tax planning. Tax fees for 2004 consist of $236,989 for tax compliance and preparation, $55,691 related to an equity offering completed in 2004, and $54,053 for other tax services. Tax fees for 2003 consist of $204,098 for tax compliance and preparation, $36,159 related to the two equity offerings completed in 2003, and $59,791 for other tax services. | |
(d) | All other fees — No fees were billed for all other services in 2004. Aggregate fees of $3,416 were billed for all other services in 2003. |
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By Order of the Board of Trustees | |
Richard D. Gershenson, Secretary |
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RAMCO-GERSHENSON PROPERTIES TRUST
31500 NORTHWESTERN HIGHWAY, SUITE 300
FARMINGTON HILLS, MICHIGAN 48334
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
ON JUNE 7, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints DENNIS E. GERSHENSON and JOEL D. GERSHENSON or either of them, each with full power of substitution, proxies of the undersigned to vote all Common 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, 2005 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)
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
RAMCO-GERSHENSON PROPERTIES TRUST
JUNE 7, 2005
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
Ax | PLEASE MARK YOUR | |||||||
VOTES AS IN THIS | ||||||||
EXAMPLE. | ||||||||
FOR | WITHHELD | |||||||
1. | Election of | o | o | NOMINEES: | ||||
Class II | Arthur H. Goldberg | |||||||
Trustees | Mark K. Rosenfeld | |||||||
INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee’s name in the space provided below. | ||||||||
2. | 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. | ||||||||
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. | ||||||||
SIGNATURE(S) | ||||
DATE , 2005
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 or her title.