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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 19, 1996
RPS REALTY TRUST
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS
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(State or other jurisdiction of incorporation)
1-10093 13-6908486
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(Commission File Number) (IRS Employer Identification No.)
747 Third Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 355-1255
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(Former name or former address, if changed since last report)
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Item 5 Other Events
On March 19, 1996, the Registrant, Ramco-Gershenson, Inc. ("Ramco"),
the stockholders of Ramco and certain affiliates of Ramco entered into the First
Amendment to Amended and Restated Master Agreement (the "First Amendment"),
which amends the Amended and Restated Master Agreement, dated as of December 27,
1995, by and among the Registrant, Ramco and certain affiliates of Ramco,
relating to the acquisition by the Registrant of certain stock interests in
Ramco and substantially all of the real estate assets of Ramco's affiliates (the
"Ramco Transaction"). The First Amendment was executed primarily to extend the
Termination Date (as that term is defined in Section 2 of the Amended and
Restated Master Agreement) from March 31, 1996 to May 31, 1996. The First
Amendment is attached to this Current Report on Form 8-K as Exhibit 2.1 and is
incorporated herein by reference in its entirety.
Additional information with respect to the Ramco Transaction will be
included in a proxy statement to be distributed to the Registrant's
shareholders, pursuant to which the Registrant will seek the approval of its
shareholders of the Ramco Transaction and certain related transactions.
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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 thereunto duly authorized.
RPS REALTY TRUST
(Registrant)
Date: March 28, 1996 By: /s/Edwin R. Frankel
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Edwin R. Frankel, Senior Vice
President and Treasurer
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EXHIBIT INDEX
Sequential
Exhibit Page No.
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2.1 First Amendment to Amended and Restated Master Agreement dated as
of March 19, 1996 among Registrant, Ramco-Gershenson, Inc., Dennis
Gershenson, Joel Gershenson, Bruce Gershenson, Richard
Gershenson, Michael A. Ward, Michael A. Ward U/T/A, dated
2/22/77, as amended, Ramco-Gershenson Properties, L.P. and the
Ramco Contributing Parties, together with schedules and
exhibits thereto.