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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------------

FORM 10-K

(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-10093

RAMCO-GERSHENSON PROPERTIES TRUST
(Exact Name of Registrant as Specified in its Charter)

MARYLAND 13-6908486
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
27600 NORTHWESTERN HIGHWAY 48034
SOUTHFIELD, MICHIGAN (zip code)
(Address of Principal Executive Offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 248-350-9900

SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------

Common Shares of Beneficial Interest, New York Stock Exchange
$0.01 Par Value Per Share

SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:

None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements to this Form 10-K. [ ]

Aggregate market value of the voting shares held by non-affiliates of the
registrant as of March 15, 2000: approximately $98,170,000.

Approximately 7,216,793 Common Shares of Beneficial Interest of the
registrant were outstanding as of March 15, 2000.

DOCUMENT INCORPORATED BY REFERENCE: Portions of the 2000 Ramco-Gershenson
Properties Trust Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days after the year covered by this Form 10-K with respect
to the annual meeting of shareholders to be held on June 7, 2000 are
incorporated by reference into Part III.
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2

TABLE OF CONTENTS

NOTE:Ramco-Gershenson Properties Trust is sometimes referred to in this Annual
Report on Form 10-K as "Registrant", or the "Company".

ITEM PAGE
---- ----

PART I 1. Business.................................................... 2
2. Properties.................................................. 7
3. Legal Proceedings........................................... 12
4. Submission of Matters to a Vote of Security Holders......... 12
PART II 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 13
6. Selected Financial Data..................................... 15
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 17
8. Financial Statements and Supplementary Data................. 24
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 24
PART III 10. Directors and Executive Officers of the Registrant.......... 25
11. Executive Compensation...................................... 25
12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 25
13. Certain Relationships and Related Transactions.............. 25
PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K......................................................... 26
30
SIGNATURES.....................................................................

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PART I

ITEM 1. BUSINESS.

GENERAL

Ramco-Gershenson Properties Trust (the "Company") is a Maryland trust
organized pursuant to Articles of Amendment and Restatement of Declaration of
Trust dated October 2, 1997. The Company is the successor entity of
Ramco-Gershenson Properties Trust (the "Massachusetts Trust") a Massachusetts
business trust. In December 1997, with the approval of its shareholders, the
Company changed its state of organization from Massachusetts to Maryland through
the termination of the Massachusetts Trust's Amended and Restated Declaration of
Trust by amending such Amended and Restated Declaration of Trust to provide for
the termination of the Trust, the merger (the "Change of Venue Merger") of the
Massachusetts Trust into the Company and the conversion of each outstanding
share of beneficial interest in the Massachusetts Trust into a common share of
beneficial interest of the Company. The term the "Company" refers to Ramco-
Gershenson Properties Trust and/or its predecessors.

The principal office of the Company is located at 27600 Northwestern
Highway, Suite 200, Southfield, Michigan 48034.

RPS Realty Trust, a Massachusetts business trust, was formed on June 21,
1988 to be a diversified growth oriented real estate investment trust ("REIT").
From 1988 until April 30, 1996, RPS Realty Trust was primarily engaged in the
business of owning and managing a participating mortgage loan portfolio, and,
through its wholly-owned subsidiaries, owning and operating eight real estate
properties.

The Company was organized for the purpose of qualifying as a real estate
investment trust ("REIT") under Section 856-860 of the Internal Revenue Code of
1986, as amended (the "Code").

In May 1996, the Company (i) acquired substantially all of the shopping
center and retail properties as well as the management organization and business
operations, of Ramco-Gershenson, Inc. and certain of its affiliates (the "Ramco
Acquisition"), (ii) changed the Company's name from RPS Realty Trust to Ramco-
Gershenson Properties Trust, (iii) combined the outstanding shares of the
Company by way of a one-for-four reverse split, and, (iv) spun-off eight
mortgage loans and two real properties (the "RPS Mortgage Assets") to Atlantic
Realty Trust , a newly formed real estate investment trust ("Atlantic").

The Company conducts substantially all of its business through
Ramco-Gershenson Properties, L.P. (the "Operating Partnership'). The Company is
the sole general partner of, and has exclusive power to manage and conduct the
business of, the Operating Partnership. The Operating Partnership holds
substantially all of the Company's interest in its properties, either directly
or indirectly through subsidiaries (including subsidiary property partnerships).
The Operating Partnership also owns 100% of the non-voting common stock and 5%
of the voting common stock of Ramco-Gershenson, Inc. (Ramco); such stock
ownership enables the Company to receive in excess of 95% of the dividend and
liquidating distributions of Ramco. The Company's property management operations
are conducted through Ramco to facilitate compliance with certain REIT
requirements under the Code. The income attributable to the ownership of the
Ramco stock is accounted for under the equity method.

Operations of the Company. The Company is engaged in the business of
owning, developing, acquiring, managing and leasing community shopping centers,
regional malls and single tenant retail properties, nationally. At December 31,
1999, the Company had a portfolio of 54 shopping centers, with more than
10,700,000 square feet of gross leasable area, located in Michigan, Ohio,
Florida, New Jersey, Maryland, North Carolina, South Carolina, Tennessee,
Alabama, Wisconsin, Virginia and Georgia.

The Company's properties consist of 2 regional enclosed malls, 43 community
centers, 6 power centers, and 3 single tenant retail properties. Regional
enclosed malls are larger retail properties (containing 400,000 to more than
1,000,000 square feet of GLA) with two or more department stores as anchors and
a wide variety of stores along enclosed, climate controlled malls connecting the
anchors. This layout is intended to maximize

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customer traffic for the mall stores. At many regional enclosed malls,
freestanding stores are located along the perimeter of the parking area.

Community shopping centers generally range in size up to 400,000 square
feet of GLA and are located in developed retail and commercial areas in which
other similar centers may be nearby. In addition, with respect to some of these
centers, there may be one or more regional enclosed malls nearby. Community
shopping centers generally fall into two types: traditional community centers
and power centers. Traditional community centers typically are convenient to
their trade areas and focus primarily on value-oriented and convenience goods
and services. They are designed to service a neighborhood area, and are usually
anchored by a supermarket, drugstore or discount retailer providing basic
necessities, although certain community centers are free standing single-user
buildings. Power centers are different from traditional community centers
because they are designed to service a larger trade area and they contain at
least two anchors, which occupy a substantial portion of the GLA in the center.
These anchors are often national retailers which are leaders in their market or
"category killers" i.e., larger stores which offer a complete selection of a
category of items (e.g., toys, office supplies, home improvement products,
electronics, etc.) at low prices, and often in a warehouse format.

The Company's business objective and operating strategy is to increase
funds from operations and cash available for distribution per share. The Company
expects to achieve internal growth and to enhance the value of the properties by
increasing their rental income over time through (i) contractual rent increases,
(ii) the leasing and re-leasing of available space at higher rental levels, and
(iii) the selective renovation of the properties. The Company intends to achieve
external growth through the selective expansion and redevelopment of existing
properties and the acquisition of shopping center properties through the
Company's joint venture entity.

Ramco performs all property management functions for the properties. At
December 31, 1999, Ramco had 133 full-time employees devoted exclusively to
property management, including on-site personnel. Property management efforts
are directed toward improving tenant sales and rents by continually
repositioning the centers. Ramco strives to meet the needs of its tenants in the
areas of promotion, marketing and ongoing management of its properties and seeks
to bring together a sufficient critical mass of complementary tenants. As part
of its property management efforts, Ramco monitors tenant mix, store size, sales
results and store locations, and works closely with tenants to improve the
overall performance of their stores. Ramco seeks to anticipate trends in the
retailing industry and introduce new retail names and concepts into its shopping
center properties in response to these trends.

As part of its ongoing business strategy, the Company continues to expand
and redevelop existing properties in its shopping center portfolio, depending on
tenant demands and market conditions. The Company plans to take advantage of
attractive purchase opportunities by acquiring additional shopping center
properties in underserved, attractive and/or expanding markets. The Company also
seeks to acquire strategically located, quality shopping centers that (i) have
leases at rental rates below market rates, (ii) have potential for rental and/or
occupancy increases or (iii) offer cash flow growth or capital appreciation
potential where the Company's financial strength, relationships with retail
companies or expansion or redevelopment capabilities can enhance value, and
provide anticipated total returns that will increase the Company's cash
available for distribution per share. In order to accomplish its acquisition
strategy, the Company entered into a joint venture agreement during 1999, with
an affiliate of Investcorp International, Inc., as an alternative source of
investment capital to take advantage of favorable acquisition opportunities. The
Company believes that its in-house redevelopment and expansion capabilities
provide it with opportunities to acquire shopping center properties that may not
necessarily be attractive to other owners. In addition, the Company will
continue its strategy to sell non-core assets when properties are not viable
redevelopment candidates.

DEVELOPMENTS AND EXPANSIONS

During 1999, the Company substantially completed construction of its White
Lake MarketPlace development, a community shopping center located in White Lake
Township, Michigan. This 339,000 square foot shopping center is anchored by
Wal-Mart, Home Depot, Farmer Jack, and OfficeMax.

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5

In June 1999, the Company began construction on its newest development,
Auburn Mile, a 650,000 square foot shopping center located in Auburn Hills,
Michigan. Anchor tenants include Meijer, Target and JoAnn etc. The center is
scheduled for completion during the third quarter of 2000.

During 1999, the Company completed redevelopment projects aggregating
approximately 170,000 square feet at a total cost of approximately $8,368,000 at
six of its shopping centers. The Company is currently expanding or redeveloping
five shopping centers.

COMPETITION

Numerous shopping center properties compete with the Company's properties
in attracting tenants to lease space. Some of these competing properties may be
newer, better located, better capitalized or better tenanted than some of the
Company's properties. Furthermore, the Company believes that it is likely that
major national or regional commercial property developers will continue to seek
development opportunities in markets where the Company's properties are located.
These developers may have greater financial resources than the Company. The
number of competitive commercial properties in a particular area could have a
material effect on the Company's ability to lease space in its properties or at
newly developed or acquired properties and on the rents charged. In addition,
the Company may face competition from alternate forms of retailing, including
home shopping networks, mail order catalogues and on-line based shopping
services which may limit the number of retail tenants that desire to seek space
in shopping center properties generally, all of which may affect the Company's
ability to make expected distributions.

The Company is subject to the risks that upon expiration of leases for
space located in its properties, the leases may not be renewed, the space may
not be relet or the terms of renewal or reletting (including the cost of
required renovations) may be less favorable than current lease terms. Leases on
a total of approximately 6.2% of the Company owned GLA will expire in 2000. If
the Company were unable to promptly relet or renew the leases for all or a
substantial portion of this space and, if the rental rates upon such renewal or
reletting were significantly lower than expected rates, or if the Company were
unable to maintain its current occupancy levels, then the Company's cash flow
and ability to make distributions to shareholders could be adversely affected.

The shopping center industry is seasonal in nature. Tenant sales and
occupancy are higher in the fourth quarter due to the Christmas selling season.
Back-to-school and Easter events also result in sales fluctuations.

TAX MATTERS

Qualification as a REIT. The Company first elected to qualify as a REIT for
the year ended December 31, 1988. The Company's policy is to qualify as a REIT
for federal income tax purposes. If the Company so qualifies, amounts paid by
the Company as distributions to its shareholders will not be subject to
corporate income taxes. For any year in which the Company does not meet the
requirements for electing to be taxed as a REIT, it will be taxed as a
corporation.

The requirements for qualification as a REIT are contained in sections
856-860 of the Code and the regulations issued thereunder. The following
discussion is a brief summary of some of those requirements. Such requirements
include certain provisions relating to the nature of a REIT's assets, the
sources of its income, the ownership of its stock, and the distribution of its
income. Among other things, at the end of each fiscal quarter, at least 75% of
the value of the total assets of the Company must consist of real estate assets
(including interests in mortgage loans secured by real property and interests in
other REIT's) as well as cash, cash items and government securities (the "75%
Asset Test"). There are also certain limitations on the amount of other types of
securities which can be held by a REIT. Additionally, at least 75% of the gross
income of the Company for the taxable year must be derived from certain sources,
which include "rents from real property," and interest secured by mortgages on
real property. An additional 20% of the gross income of the Company must be
derived from these same sources or from dividends, interest from any source, or
gains from the sale or other disposition of stock or securities or any
combination of the foregoing. There are also restrictions on the percentage of
gross income derived from the sale or disposition of certain assets within

4
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certain time periods. A REIT is also required to distribute annually at least
95% of its REIT Taxable Income (as defined in the Code) to its shareholders.

During the third quarter of 1994, the Company held more than 25% of its
value of its gross assets in overnight Treasury Bill reverse repurchase
transactions which the United States Internal Revenue Service (the "IRS") may
view as non-qualifying assets for the purpose of satisfying an asset
qualification test applicable to REITs based on a Revenue Ruling published in
1977 (the "Asset Issue"). The Company has requested that the IRS enter into a
closing agreement with the Company that the Asset Issue will not impact the
Company's status as a REIT. The IRS has deferred any action relating to the
Asset Issue pending the further examination of the Company's 1991 -- 1995 tax
returns (the "Tax Audit"). Based on developments in the law which have occurred
since 1977, the Company's Tax Counsel, Battle Fowler LLP, has rendered an
opinion that the Company's investment in Treasury Bill repurchase obligations
would not adversely affect its REIT status. However, such opinion is not binding
upon the IRS.

In connection with the spin-off of Atlantic, Atlantic has assumed all
liability arising out of the Tax Audit and the Asset Issue, including
liabilities for interest and penalties and attorney fees relating thereto. In
connection with the assumption of such potential liabilities, Atlantic and the
Company have entered into a tax agreement which provides that the Company (under
the direction of its Continuing Trustees), and not Atlantic, will control,
conduct and effect the settlement of any tax claims against the Company relating
to the Tax Audit and the Asset Issue. Accordingly, Atlantic will not have any
control as to the timing of the resolution or disposition of any such claims.
The Company and Atlantic also received an opinion from Special Tax Counsel,
Wolf, Block, Schorr and Solis-Cohen LLP, that, to the extent there is a
deficiency in the Company's taxable income arising out of the IRS examination
and provided the Company timely makes a deficiency dividend (i.e., declares and
pays a distribution which is permitted to relate back to the year for which each
deficiency was determined to satisfy the requirement that the REIT distribute 95
percent of its taxable income), the classification of the Company as a REIT for
the taxable years under examination would not be affected. Under the tax
agreement referred to above, Atlantic has agreed to reimburse the Company for
the amount of any deficiency dividend so made. If notwithstanding the
above-described opinions of legal counsel, the IRS successfully challenged the
status of the Company as a REIT, its status could be adversely affected. If the
Company lost its status as a REIT, the Company believes that it will be able to
re-elect REIT status for the taxable year beginning January 1, 1999.

The IRS agent conducting the examination has issued his examination report
with respect to the tax issues raised in the Tax Audit, including the Asset
Issue (collectively, the "Tax Issues"). The report sets forth a number of
positions which the examining agent has taken with respect to the Company's
taxes for the years that are subject to the Tax Audit, which the Company
believes are not consistent with applicable law and regulations of the IRS.
Based on the report, the Company could be liable for up to $43.1 million in
combined taxes, penalties and interest through March 31, 2000. The IRS
examination report notes, however, that the Company is eligible to avoid
termination of its REIT status for certain of the years under audit if the
Company makes a deficiency distribution to its shareholders. A deficiency
dividend would be deductible by the Company, thereby reducing its liability for
federal income tax. The proposed adjustments to taxable income would require the
Company to pay a deficiency dividend to its current shareholders resulting in
combined taxes, penalties, interest and deficiency dividends of approximately
$44.5 million as of March 31, 2000.

As noted above, pursuant to a Tax Agreement between Atlantic and the
Company, Atlantic assumed all liability arising out of the Tax Audit and Tax
Issues, including the payment of the deficiency dividend. Based on the amount of
Atlantic's net assets, as disclosed in its most recent quarterly report Form
10-Q for the period ended September 30, 1999, the Company does not believe that
the ultimate resolution of the Tax Issues will have a material adverse effect on
the financial position, results of operations or cash flows of the Company. The
issuance of the revenue agent's report constitutes only the first step in the
IRS administrative process for determining whether there is any deficiency in
the Company's tax liability for the years at issue and any adverse determination
by the examining agent is subject to administrative appeal within the IRS and,
thereafter, to judicial review. As noted above, the agent's report sets forth a
number of positions, which the Company and its legal counsel believe are not
consistent with applicable law and regulations of the IRS. The
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Company filed an administrative appeal challenging the findings contained in the
IRS agent's examination report on April 30, 1999.

ENVIRONMENTAL MATTERS

Under various Federal, state and local laws, ordinances and regulations
relating to the protection of the environment ("Environmental Laws"), a current
or previous owner or operator of real estate may be liable for the costs of
removal or remediation of certain hazardous or toxic substances disposed,
stored, released, generated, manufactured or discharged from, on, at, onto,
under or in such property. Environmental Laws often impose such liability
without regard to whether the owner or operator knew of, or was responsible for,
the presence or release of such hazardous or toxic substance. The presence of
such substances, or the failure to properly remediate such substances when
present, released or discharged, may adversely affect the owner's ability to
sell or rent such property or to borrow using such property as collateral. The
cost of any required remediation and the liability of the owner or operator
therefore as to any property is generally not limited under such Environmental
Laws and could exceed the value of the property and/or the aggregate assets of
the owner or operator. Persons who arrange for the disposal or treatment of
hazardous or toxic substances may also be liable for the cost of removal or
remediation of such substances at a disposal or treatment facility, whether or
not such facility is owned or operated by such persons. In addition to any
action required by Federal, state or local authorities, the presence or release
of hazardous or toxic substances on or from any property could result in private
plaintiffs bringing claims for personal injury or other causes of action.

In connection with the ownership (direct or indirect), operation,
management and development of real properties, the Company may be potentially
liable for remediation, releases or injury. In addition, Environmental Laws
impose on owners or operators the requirement of on-going compliance with rules
and regulations regarding business-related activities that may affect the
environment. Such activities include, for example, the ownership or use of
transformers or underground tanks, the treatment or discharge of waste waters or
other materials, the removal or abatement of asbestos-containing materials
("ACMs") or lead-containing paint during renovations or otherwise, or
notification to various parties concerning the potential presence of regulated
matter, including ACMs. Failure to comply with such requirements could result in
difficulty in the lease or sale of any affected property and/or the imposition
of monetary penalties, fines or other sanctions in addition to the costs
required to attain compliance. Various of the Company's properties have or may
contain ACMs or underground storage tanks ("USTs"); however, except as set forth
below, the Company is not aware of any potential environmental liability which
could reasonably be expected to have a material impact on the Company's
financial position or results of operations. No assurance can be given that
future laws, ordinances or regulations will not impose any material
environmental requirement or liability, or that a material adverse environmental
condition does not otherwise exist.

There was a release of approximately 2,300 gallons of gasoline from a
product line break in August 1986 and a release of approximately 1,200 gallons
of gasoline from a delivery line break in October 1991 at a gasoline station
located at Jackson Crossing. A release of gasoline was also discovered in 1987
at a time of removal of USTs from a gasoline station located adjacent to Lake
Orion Plaza. Subsequent investigations indicated that levels of contamination
exist in the ground water under such properties. Certain affiliates of the
Company, jointly and severally, have agreed to indemnify the Company, the
Operating Partnership and their respective subsidiaries and affiliates for any
and all damages arising from or in connection with such environmental conditions
at the Jackson Crossing and Lake Orion Plaza properties.

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ITEM 2. PROPERTIES

The Company's properties are located in twelve states primarily throughout
the Midwest, East and the Southeast United States as follows:

ANNUALIZED BASE
NUMBER OF RENTAL AT COMPANY
STATE PROPERTIES DECEMBER 31, 1999(1) OWNED GLA
----- ---------- -------------------- ---------

Michigan............................... 21 $26,869,142 3,787,748
Florida................................ 9 7,143,798 1,298,234
Tennessee.............................. 6 4,357,421 806,590
Ohio................................... 3 3,620,040 375,858
North Carolina......................... 3 3,135,720 537,347
Georgia................................ 4 2,808,278 542,778
South Carolina......................... 2 2,765,258 471,688
New Jersey............................. 1 2,593,023 224,346
Wisconsin.............................. 1 2,339,182 329,454
Virginia............................... 1 2,233,715 240,042
Alabama................................ 2 1,506,569 348,790
Maryland............................... 1 1,538,241 250,016
-- ----------- ---------
Total............................. 54 $60,910,387 9,212,891
== =========== =========

With the exception of Kentwood Towne Centre and Southfield Plaza Expansion
in which the Company owns a 50% interest in the partnerships that own such
properties and two properties owned by RPT/ INVEST, L.L.C., a 25% owned joint
venture entity, all of the properties are 100% owned by the Operating
Partnership or its subsidiaries. These four properties are included in the above
tables.

The Company's properties, by type of center, consist of the following:

ANNUALIZED BASE
NUMBER OF RENTAL AT COMPANY
TYPE OF TENANT PROPERTIES DECEMBER 31, 1999(1) OWNED GLA
-------------- ---------- -------------------- ---------

Community centers...................... 43 $43,381,270 6,876,326
Power centers.......................... 6 9,060,348 1,107,992
Enclosed regional malls................ 2 7,723,506 1,059,769
Single tenant properties............... 3 745,263 168,804
-- ----------- ---------
Total............................. 54 $60,910,387 9,212,891
== =========== =========

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(1) Annualized Base Rental Revenue is December 1999 base rental revenues
multiplied by 12.

Additional information regarding the Properties is included in the Property
Schedule on the following pages.

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RAMCO-GERSHENSON PROPERTIES TRUST

PROPERTY SCHEDULE

YEAR OPENED OR
ACQUIRED/YEAR COMPANY COMPANY
OF LATEST ANCHOR OWNED OWNED
RENOVATION OR OWNED ANCHOR TENANT
PROPERTY LOCATION TYPE OF PROPERTY EXPANSION[3] GLA GLA GLA
-------- -------- ---------------- -------------- ------ ------- -------

ALABAMA
Athens Town Center............ Athens, AL Community Center 1997/NA 128,747 80,815
Cox Creek Plaza............... Florence, AL Community Center 1997/NA 99,428 39,800
FLORIDA
Crestview Corners............. Crestview, FL Community Center 1997/1993 79,603 32,015
Shoppes of Lakeland........... Lakeland, FL Power Center 1996/NA 200,792 48,000
Southbay Fashion Center....... Osprey, FL Community Center 1998/NA 31,700 64,990
Lantana Plaza................. Lantana, FL Community Center 1993/NA 40,275 76,022
Naples Towne Centre........... Naples, FL Community Center 1983/NA 104,577 21,000 23,152
Rivertowne Square(7).......... Deerfield Beach, FL Community Center 1998/NA 70,948 65,699
Sunshine Plaza................ Tamarac, FL Community Center 1991/NA 183,052 68,637
Pelican Plaza................. Sarasota, FL Community Center 1997/NA 35,768 70,105
Village Lakes Shopping Land O' Lakes, FL Community Center 1997/NA 125,141 61,335
Center.......................
GEORGIA
Conyers Crossing.............. Conyers, GA Community Center 1998/NA 138,882 31,040
Holcomb Center................ Alpharetta, GA Community Center 1996/NA 39,668 66,835
Indian Hills.................. Calhoun, GA Community Center 1997/NA 97,930 31,200
Mays Crossing................. Stockbridge, GA Community Center 1997/1986 100,183 37,040
MARYLAND
Crofton Plaza................. Crofton, MD Community Center 1991/NA 181,039 68,977
MICHIGAN
Clinton Valley Mall........... Sterling Heights, Community Center 1979/1993 73,861 79,337
MI
Clinton Valley Strip.......... Sterling Heights, Community Center 1979/NA 50,000 0 44,360
MI
Eastridge Commons............. Flint, MI Community Center 1990/1997 101,909 124,203 45,637
Edgewood Towne Center......... Lansing, MI Power Center 1990/1992 209,272 23,524 62,233
Ferndale Plaza................ Ferndale, MI Community Center 1984/NA 0 30,916
Fraser Shopping Center........ Fraser, MI Community Center 1983/NA 52,784 23,800
Jackson Crossing.............. Jackson, MI Regional Mall 1990/1996 254,243 139,857 244,875
Jackson West.................. Jackson, MI Community Center 1996/NA 194,484 15,837

% OF
TOTAL
COMPANY COMPANY
% OF OWNED OWNED
TOTAL TOTAL TOTAL GLA GLA
SHOPPING COMPANY COMPANY LEASED LEASED
CENTER OWNED OWNED AS OF AS OF
PROPERTY GLA GLA GLA 12/31/99 12/31/99 ANCHORS
-------- -------- ------- ------- -------- -------- -------

ALABAMA
Athens Town Center............ 209,562 209,562 2.3% 189,881 90.6% Bruno's Food World
Wal-Mart(4)
Cox Creek Plaza............... 139,228 139,228 1.5% 118,178 84.9% Wal-Mart(4)
FLORIDA
Crestview Corners............. 111,618 111,618 1.2% 108,018 96.8% Fleming Foods
Wal-Mart(4)
Shoppes of Lakeland........... 248,792 248,792 2.8% 234,392 94.2% Kmart(8)
Montgomery Ward
Service Merchandise
Southbay Fashion Center....... 96,690 96,690 1.1% 91,036 94.2% Jacobson's
Ethan Allen
Eckerd Drugs
Lantana Plaza................. 116,297 116,297 1.3% 113,797 97.9% Publix
Naples Towne Centre........... 148,729 44,152 0.5% 19,952 45.2% Florida Food & Drug(1)
Kmart(1)
Rivertowne Square(7).......... 136,647 136,647 1.5% 124,547 91.1% Office Depot
Winn-Dixie
Sunshine Plaza................ 251,689 251,689 2.8% 176,841 70.3% Old Time Pottery
Publix
Pelican Plaza................. 105,873 105,873 1.2% 102,073 96.4% Linens 'N Things
Village Lakes Shopping 186,476 186,476 2.1% 186,476 100.0%
Center....................... Kash 'N Karry Food Store
Wal-Mart
GEORGIA
Conyers Crossing.............. 169,922 169,922 1.9% 167,122 98.4% Kmart
Upton's(5)
Holcomb Center................ 106,503 106,503 1.2% 88,629 83.2% A & P
Indian Hills.................. 129,130 129,130 1.4% 121,880 94.4% Ingles Grocery
Wal-Mart(4)
Mays Crossing................. 137,223 137,223 1.5% 130,323 95.0% Ingles Grocery
Wal-Mart(4)
MARYLAND
Crofton Plaza................. 250,016 250,016 2.8% 250,016 100.0% Basic's Supermarket
Drug Emporium
Kmart
MICHIGAN
Clinton Valley Mall........... 153,198 153,198 1.7% 66,968 43.7% Office Depot

Clinton Valley Strip.......... 94,360 44,360 0.5% 44,360 100.0% Service Merchandise(1)

Eastridge Commons............. 271,749 169,840 1.9% 169,840 100.0% Farmer Jack
Staples
Target(1)
TJ Maxx
Edgewood Towne Center......... 295,029 85,757 0.9% 85,757 100.0% OfficeMax
Sam's Club(1)
Target(1)
Ferndale Plaza................ 30,916 30,916 0.3% 23,461 75.9% Old Navy
Fraser Shopping Center........ 76,584 76,584 0.8% 71,624 93.5% Oakridge Market
Rite-Aid
Jackson Crossing.............. 638,975 384,732 4.2% 345,073 89.7% Kohl's Department Store
Sears(1)
Target(1)
Toys 'R Us
Jackson West.................. 210,321 210,321 2.1% 210,321 100.0% Circuit City
Lowe's
OfficeMax
Michaels

8
10

Kentwood Towne Center(2)...... Kentwood, MI Power Center 1989/NA 101,909 122,390 61,265
Lake Orion Plaza.............. Lake Orion, MI Community Center 1977/NA 114,574 14,878
Madison Center................ Madison Heights, MI Community Center 1997/1999 132,360 60,384
New Towne Plaza............... Canton, MI Community Center 1976/1993 91,122 80,668
Oakbrook Square............... Flint, MI Community Center 1989/NA 57,160 83,057
Roseville Plaza............... Roseville, MI Community Center 1983/1994 114,507 116,594
Southfield Plaza.............. Southfield, MI Community Center 1983/1983 128,358 37,658
Southfield Plaza Southfield, MI Community Center 1985/NA 0 19,400
Expansion(2).................
Taylor Plaza.................. Taylor, MI Single Tenant Retail 1996/NA 122,374 0
Tel-Twelve Mall............... Southfield, MI Regional Mall 1983/1997 449,921 225,116
West Oaks I................... Novi, MI Power Center 1981/1998 226,839 15,324
West Oaks II.................. Novi, MI Power Center 1987/NA 220,097 74,675 74,459
White Lake MarketPlace(6)..... White Lake, MI Community Center 1999 129,642 189,107 19,850
NEW JERSEY
Chester Springs(7)............ Chester, NJ Community Center 1994/NA 81,760 142,586
NORTH CAROLINA
Hickory Corners............... Hickory, NC Community Center 1997/1987 106,922 63,317
Holly Springs Plaza........... Franklin, NC Community Center 1997/1992 124,484 31,100
Ridgeview Crossing............ Elkin, NC Community Center 1997/1995 168,659 42,865

Kentwood Towne Center(2)...... 285,564 183,655 2.0% 175,255 95.4% Kmart(8)
OfficeMax
Target(1)
Lake Orion Plaza.............. 129,452 129,452 1.4% 129,452 100.0% Farmer Jack(A&P)
Kmart
Madison Center................ 192,744 192,744 2.1% 178,546 92.6% Dunham's
Kmart
New Towne Plaza............... 171,790 171,790 1.9% 171,790 100.0% Kohl's Department Store
Oakbrook Square............... 140,217 140,217 1.6% 133,242 95.0% Kids 'R Us
TJ Maxx
Roseville Plaza............... 231,101 231,101 2.6% 148,823 64.4% Marshall's
Service Merchandise
Southfield Plaza.............. 166,016 166,016 1.8% 160,673 96.8% Burlington Coat Factory
Marshall's
F & M Drugs
Southfield Plaza 19,400 19,400 0.2% 15,500 79.9%
Expansion(2)................. None
Taylor Plaza.................. 122,374 122,374 1.4% 122,374 100.0% Kmart
Tel-Twelve Mall............... 675,037 675,037 7.4% 606,807 89.9% Chrysler (land lease)
Circuit City
Kmart
Media Play
Montgomery Ward
Office Depot
West Oaks I................... 242,163 242,163 2.7% 242,163 100.0% Circuit City
Designer Shoe Warehouse
Kmart (land lease)(1)
OfficeMax
Service Merchandise
West Oaks II.................. 369,231 149,134 1.3% 146,882 98.5% Kmart(8)
Kids 'R Us(1)
Kohl's Department
Store(1)
Marshall's
JoAnne etc.
Toys 'R Us(1)
White Lake MarketPlace(6)..... 338,599 208,957 100.0% 208,957 100.0% Home Depot
Farmer Jack
OfficeMax
Wal-Mart(1)
NEW JERSEY
Chester Springs(7)............ 224,346 224,346 2.5% 219,054 97.6% Shop-Rite
Supermarket
Staples
NORTH CAROLINA
Hickory Corners............... 170,239 170,239 1.9% 163,939 96.3% Food Lion Grocery
OfficeMax
Wal-Mart(4)
Holly Springs Plaza........... 155,584 155,584 1.7% 154,384 99.2% Ingles Grocery
Wal-Mart
Ridgeview Crossing............ 211,524 211,524 2.3% 208,249 98.5% Belk Department Store
Ingles Grocery
Wal-Mart

9
11

OHIO
OfficeMax Center.............. Toledo, OH Single Tenant Retail 1994/NA 22,930 0
Spring Meadows Place.......... Holland, OH Power Center 1987/1997 275,372 81,125 117,366
Troy Towne Center............. Troy, OH Community Center 1990/1996 90,921 85,000 69,437
SOUTH CAROLINA
Edgewood Square............... North Augusta, SC Community Center 1997/1995 207,829 20,375
Taylors Square................ Greenville, SC Community Center 1997/1995 209,724 33,760
TENNESSEE
Cumberland Gallery............ New Tazewell, TN Community Center 1997/NA 73,304 24,851
Highland Square............... Crossville, TN Community Center 1997/NA 131,126 40,420
Northwest Crossing............ Knoxville, TN Community Center 1997/1995 217,443 43,264
Northwest Crossing II......... Knoxville, TN Single Tenant 1999 23,500 0
Stonegate Plaza............... Kingsport, TN Community Center 1997/1993 127,042 11,448
Tellico Plaza................. Lenoir City, TN Community Center 1997/NA 94,805 19,387
VIRGINIA
Aquia Towne Center............ Stafford, VA Community Center 1998/NA 77,438 162,604
WISCONSIN
West Allis Town Centre........ West Allis, WI Community Center 1987/NA 216,474 112,980
--------- --------- ---------
Total.................. 1,537,942 6,055,821 3,157,070
========= ========= =========

OHIO
OfficeMax Center.............. 22,930 22,930 0.3% 22,930 100.0% OfficeMax
Spring Meadows Place.......... 473,863 198,491 2.2% 190,417 95.9% Dick's Sporting Goods(1)
Kroger(1)
OfficeMax
Service Merchandise(1)
SuperPetz(5)
Target(1)
TJ Maxx
Troy Towne Center............. 245,358 154,437 1.7% 147,584 95.6% County Market
Sears Hardware
Stage Department Store
Wal-Mart(1)
SOUTH CAROLINA
Edgewood Square............... 228,204 228,204 2.5% 226,829 99.4% Bi-Lo Grocery
Goody's Family Clothing
Wal-Mart
Taylors Square................ 243,484 243,484 2.7% 238,684 98.0% Goody's Family Clothing
Wal-Mart
Tags(5)
TENNESSEE
Cumberland Gallery............ 98,155 98,155 1.1% 93,955 95.7% Ingles Grocery
Wal-Mart
Highland Square............... 171,546 171,546 1.9% 145,626 84.9% Kroger
Wal-Mart(4)
Northwest Crossing............ 260,707 260,707 2.9% 260,707 100.0% Goody's Family Clothing
Ingles Grocery
Wal-Mart
Northwest Crossing II......... 23,500 23,500 23,500 100.0% None
Stonegate Plaza............... 138,490 138,490 1.5% 138,490 100.0% Food Lion
Wal-Mart
Tellico Plaza................. 114,192 114,192 1.3% 114,192 100.0% Bi-Lo Grocery
Wal-Mart(4)
VIRGINIA
Aquia Towne Center............ 240,042 240,042 2.7% 209,147 87.1% Big Lots
Shoppers Food Warehouse
Regal Theatre(1)
WISCONSIN
West Allis Town Centre........ 329,454 329,454 3.6% 325,454 98.8% Kmart(8)
Kohl's Supermarket (A&P)
---------- --------- ----- --------- -----
Total.................. 10,750,833 9,212,891 100.0% 8,564,170 93.0%
========== ========= ===== ========= =====

- -------------------------
(1) Anchor-owned store
(2) 50% general partner interest
(3) Represents year opened or acquired/year of latest renovation or expansion by
either the Company or the former Ramco Group, as applicable.
(4) Wal-Mart currently is not occupying its leased premises in this shopping
center but remains obligated to pay under the terms of the respective lease
agreement.
(5) Tenant closed -- lease obligated
(6) Final phase of development
(7) 25% joint interest
(8) Builder's Square leases which are guaranteed by Kmart

10
12

TENANT INFORMATION

The following table sets forth, as of December 31, 1999, information
regarding space leased to tenants which in each case, individually account for
more than 2% of total annualized base rental revenue from the Company's
properties.

% OF % OF TOTAL
TOTAL ANNUALIZED ANNUALIZED AGGREGATE COMPANY
NUMBER OF BASE RENTAL BASE RENTAL GLA LEASED OWNED
TENANT STORES REVENUE(1) REVENUE BY TENANT GLA
------ --------- ----------- ----------- ---------- ----------

Wal-Mart............................. 16 $6,239,653 10.24% 1,431,499 15.54%
Kmart................................ 11 3,701,253 6.08% 1,017,543 11.04%
A&P/Farmer Jack...................... 5 2,292,051 3.76% 246,141 2.67%
OfficeMax............................ 9 2,277,717 3.74% 208,811 2.27%
Circuit City......................... 3 1,418,639 2.33% 100,439 1.09%

- -------------------------
(1) Annualized Base Rental Revenue is December 1999 base rental revenue
multiplied by 12.

Approximately 605,000 square feet of GLA at eight of the Southeast
Portfolio shopping centers is leased to Wal-Mart, but not currently occupied by
Wal-Mart, although Wal-Mart remains obligated under the respective lease
agreements. Wal-Mart has entered into various subleases, with sub-tenants
currently occupying approximately 428,000 square feet of GLA.

In July 1997 Montgomery Wards ("Wards"), a tenant at three of the Company's
properties, Tel-Twelve Mall, Clinton Valley Mall and Shoppes of Lakeland, filed
for protection under Chapter 11 of the Bankruptcy Code. The Company was notified
in March 1998 that Wards rejected the lease at the Company's Clinton Valley
Mall. This location consists of a 101,200 square foot department store and a
7,480 square foot TBA store (Tires, Batteries and Automotive). On an annual
basis, Wards paid approximately $1,000,000 in base rent and operating and real
estate tax expense reimbursement for the Clinton Valley Mall. The Company is
pursuing replacement tenants to lease the space and has currently leased 33,000
square feet of the former department store. The Company is expected to lease the
balance of the space during 2000.

The following table sets forth the total GLA leased to anchors, retail
tenants, and available space, in the aggregate, of the Company's properties as
of December 31, 1999:

ANNUALIZED % OF ANNUALIZED AGGREGATE % OF TOTAL
BASE RENTAL BASE RENTAL GLA LEASED COMPANY
TYPE OF TENANT REVENUE(1) REVENUE BY TENANT OWNED GLA
-------------- ----------- --------------- ---------- ----------

Anchor.................................... $32,229,593 52.9% 5,846,512 63.5%
Retail (non-anchor)....................... 28,680,794 47.1% 2,717,658 29.5%
Available................................. -- -- 648,721 7.0%
----------- ----- ---------- -----
Total........................... $60,910,387 100.0% 9,212,891 100.0%
=========== ===== ========== =====

- -------------------------
(1) Annualized Base Rental Revenue is December 1999 base rental revenue
multiplied by 12.

11
13

The following table sets forth as of December 31, 1999, the total GLA
leased to national, regional and local tenants, in the aggregate, of the
Company's properties.

National.................................. $43,996,607 72.2% 6,830,841 79.8%
Local..................................... 13,112,504 21.5% 1,224,746 14.3%
Regional.................................. 3,801,276 6.3% 508,584 5.9%
----------- ----- ---------- -----
Total........................... $60,910,387 100.0% 8,564,170 100.0%
=========== ===== ========== =====

- -------------------------
(1) Annualized Base Rental Revenue is December 1999 base rental revenue
multiplied by 12.

The following table sets forth lease expirations for the next five years at
the Company's properties assuming that no renewal options are exercised.

% OF
ANNUALIZED % OF TOTAL
AVERAGE BASE ANNUALIZED BASE RENTAL LEASED COMPANY
RENTAL REVENUE BASE RENTAL REVENUE AS OF COMPANY OWNED GLA
NO. OF PER SQ. FT. AS OF REVENUE AS OF 12/31/99 OWNED GLA REPRESENTED
LEASE LEASES 12/31/99 UNDER 12/31/99 UNDER REPRESENTED BY EXPIRING BY EXPIRING
EXPIRATION EXPIRING EXPIRING LEASES EXPIRING LEASES(1) EXPIRING LEASES (IN SQUARE FEET) LEASES
- ---------- -------- ----------------- ------------------ --------------- ---------------- -----------

2000................. 180 $9.06 $5,174,135 8.5% 571,278 6.2%
2001................. 129 $7.43 $4,053,299 6.7% 545,812 6.4%
2002................. 148 $9.55 $5,361,041 8.8% 561,603 6.6%
2003................. 129 $9.04 $5,405,936 8.9% 597,951 7.0%
2004................. 109 $7.00 $5,662,795 9.3% 808,633 9.4%

- -------------------------
(1) Annualized Base Rental Revenue is December 1999 base rental revenue
multiplied by 12.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business against or involving the Company
or its properties.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of 1999, no matters were submitted for a vote of
stockholders of the Company.

12
14

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION -- The Company's Common Shares have been listed and
traded on the New York Stock Exchange ("NYSE") under the symbol "RPT" since May
13, 1996. The Common Shares were previously listed on the NYSE under the name of
RPS Realty Trust, symbol "RPS", from December 28, 1988 until May 10, 1996.

The following table shows high and low closing prices per share for each
quarter in 1998 and 1999.

SHARE PRICE
-----------------
QUARTER ENDED HIGH LOW
------------- ---- ---

March 31, 1998............................................. $21.250 $19.500
June 30, 1998.............................................. 21.625 19.000
September 30, 1998......................................... 19.000 16.125
December 31, 1998.......................................... 16.375 14.500
March 31, 1999............................................. 16.313 14.438
June 30, 1999.............................................. 16.875 15.312
September 30, 1999......................................... 16.625 14.500
December 31, 1999.......................................... 14.875 11.875

HOLDERS -- The number of holders of record of the Company's Common Shares
was 2,370 as of March 15, 2000.

DIVIDENDS -- Under the Code, a REIT must meet certain requirements,
including a requirement that it distribute annually to its shareholders at least
95 percent of its taxable income. Dividend distributions per common share for
the years ended December 31, 1999 and 1998, are summarized as follows.

The Company declared the following cash distributions per share to common
shareholders for the year ended December 31, 1998.

DIVIDEND
RECORD DATE DISTRIBUTION PAYMENT DATE
----------- ------------ ------------

March 31, 1998................................... $.42 April 21, 1998
June 30, 1998.................................... $.42 July 21, 1998
September 30, 1998............................... $.42 October 20, 1998
December 31, 1998................................ $.42 January 19, 1999

The Company declared the following cash distributions per share to common
shareholders for the year ended December 31, 1999:

DIVIDEND
RECORD DATE DISTRIBUTION PAYMENT DATE
----------- ------------ ------------

March 31, 1999................................... $.42 April 20, 1999
June 30, 1999.................................... $.42 July 20, 1999
September 30, 1999............................... $.42 October 19, 1999
December 31, 1999................................ $.42 January 18, 2000

Distributions paid by the Company are at the discretion of the Board of
Trustees and will depend on a number of factors, including cash flow of the
Company, its financial condition and capital requirements, the annual
distribution requirements necessary to maintain its status as a REIT under the
Code, and such other factors as the Board of Trustees deems relevant.

The Company has a Dividend Reinvestment Plan (the "DRP Plan") which allows
shareholders to acquire additional Common Shares by automatically reinvesting
cash dividends. Shares are acquired pursuant to the DRP Plan at a price equal to
the prevailing market price of such Shares, without payment of any

13
15

brokerage commission or service charge. Shareholders who do not participate in
the Plan continue to receive cash distributions, as declared.

The Company has issued an aggregate of 1,400,000 Series A Preferred Shares
to certain clients advised by Morgan Stanley Asset Management, Inc. ("MSAM") and
Kimco Realty Corporation ("Kimco"). The Preferred Units were sold pursuant to a
Preferred Units and Stock Purchase Agreement dated as of September 30, 1997
among the Company, the Operating Partnership, certain clients advised by MSAM
and Special Situations RG REIT, Inc. (the entity the investors used to effect
their investment). The Preferred Units were sold for an aggregate consideration
of $35,000,000 or $25.00 per Preferred Unit. The sale and issuance of the
Preferred Units and Series A Preferred Shares was not registered under the
Securities Act of 1933, as amended (the "Securities Act"), in reliance upon
Section 4 (2) of the Securities Act. The purchasers of the Preferred Units and
the Series A Preferred Shares were limited to six institutional investors
consisting of insurance companies, pension funds and other sophisticated
institutional investors each of whom made representations to the Company and the
Operating Partnership with respect to its intention to purchase the securities
for investment only, and not with a view to or for sale in connection with any
distribution. Each investor also represented to the Company and the Operating
Partnership that such investor was sophisticated and was able to bear the
economic risk of its investment in the Operating Partnership and the Company. No
underwriter was involved in the transaction and there were no underwriting
discounts or commissions paid in connection therewith.

Under certain circumstances, the Series A Preferred Shares are convertible
into Common Shares. Each Series A Preferred Share may be converted into Common
Shares at the Stated Value (equal to $25.00) plus any unpaid dividends, if any,
for each Series A Preferred Share so converted, for Common Shares issued on
conversion priced at $17.50 per Common Share, subject to adjustment under
certain circumstances to prevent the dilution of the Series A Preferred Shares,
including certain issues of Common Shares by the Company at prices less than
$17.50.

14
16

ITEM 6. SELECTED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA AND NUMBER
OF PROPERTIES)

The following table sets forth selected consolidated financial data for the
Company and should be read in conjunction with the consolidated financial
statements and notes thereto included elsewhere in this report.

YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1999 1998 1997 1996(1) 1995
---- ---- ---- ------- ----

OPERATING DATA:
Revenues:
Rental revenues......................... $ 83,302 $ 75,997 $ 58,492 $ 37,598 $ 8,936
Gain on sales of real estate............ 974 -- -- -- --
Interest and other income............... 997 758 752 2,915 7,781
-------- -------- --------- -------- --------
Total Revenues..................... 85,273 76,755 59,244 40,513 16,717
-------- -------- --------- -------- --------
Expenses:
Real estate taxes....................... 7,810 7,354 6,230 4,643 1,271
Recoverable operating expenses.......... 14,391 12,763 11,462 8,230 1,934
Depreciation and amortization........... 13,311 12,189 8,216 4,798 1,214
Other operating......................... 1,418 1,092 1,130 910 210
General and administrative.............. 5,964 5,548 4,597 4,564 4,100
Interest expense........................ 25,421 25,396 14,753 6,725 --
Spin-off and other expenses............. -- -- -- 7,976 --
Allowance for loan losses............... -- -- -- -- 4,450
-------- -------- --------- -------- --------
Total Expenses..................... 68,315 64,342 46,388 37,846 13,179
-------- -------- --------- -------- --------
Operating Income............................. 16,958 12,413 12,856 2,667 3,538
Loss From Unconsolidated Entities............ 204 304 314 216 --
-------- -------- --------- -------- --------
Income Before Minority Interest.............. 16,754 12,109 12,542 2,451 3,538
Minority Interest............................ 4,915 3,451 3,344 2,159 --
-------- -------- --------- -------- --------
Net Income......................... $ 11,839 $ 8,658 $ 9,198 $ 292 $ 3,538
======== ======== ========= ======== ========
Net Income Available to Common
Shareholders............................... $ 8,432 $ 7,044 $ 8,920 $ 292 $ 3,538
======== ======== ========= ======== ========
Earnings Per Common Share:
Basic...................................... $1.17 $0.99 $1.25 $0.04 $0.50
======== ======== ========= ======== ========
Diluted.................................... $1.17 $0.98 $1.25 $0.04 $0.50
======== ======== ========= ======== ========
Weighted Average Shares Outstanding
Basic...................................... 7,218 7,133 7,123 7,123 7,123
======== ======== ========= ======== ========
Diluted.................................... 7,218 7,165 7,148 7,123 7,123
======== ======== ========= ======== ========
OTHER DATA:
Funds from Operations -- Basic(2).......... $ 25,461 $ 22,716 $ 20,500 $ 15,225 $ --
Cash flow provided by (used in):
Operating activities.................... 23,954 16,794 17,026 15,495 2,335
Investing activities.................... (10,703) (38,280) (153,183) 18,976 (56,335)
Financing activities.................... (12,057) 21,003 137,649 (42,397) (9,117)
Number of Properties at Year End........... 54 54 50 32 8
Company Owned GLA.......................... 9,213 9,029 8,372 5,297 1,189
Cash Distributions Declared Per Share...... $1.68 $1.68 $1.68 $1.44 $1.28

15
17

YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1999 1998 1997 1996(1) 1995
---- ---- ---- ------- ----

BALANCE SHEET DATA:
Cash and cash equivalents.................. $ 5,744 $ 4,550 $ 5,033 $ 3,541 $ 11,467
REMIC Investments.......................... -- -- -- -- 58,099
Interest and accounts receivable........... 12,791 9,864 6,035 3,901 7,748
Mortgage loans receivable -- net........... -- -- -- -- 36,023
Investment in real estate (before
accumulated depreciation)............... 542,955 535,980 473,213 314,854 58,046
Total Assets............................... 550,506 544,404 484,682 323,627 180,581
Mortgages and Notes Payable................ 337,552 328,248 295,618 143,410 --
Total Liabilities.......................... 358,662 348,727 314,436 159,056 3,561
Minority Interest.......................... 48,396 48,535 42,282 44,706 --
Shareholders' Equity....................... 143,448 147,142 127,964 119,865 177,020

- -------------------------

(1) Effective May 1, 1996, the Company completed the acquisition of
substantially all of the shopping center and retail properties, as well as
the management organization and business operations of Ramco and its
affiliates and the spin-off of its wholly owned subsidiary, Atlantic Realty
Trust, a Maryland real estate investment trust. In connection with the Ramco
Acquisition, the Company's name was changed to Ramco-Gershenson Properties
Trust and a one-for-four reverse stock split was effectuated as of the close
of business on May 1, 1996.

(2) Management generally considers Funds From Operations ("FFO") to be one
measure of financial performance of an equity REIT. The Company has adopted
the National Association of Real Estate Investment Trusts ("NAREIT")
definition of FFO, which was effective on January 1, 1996. Under the
definition, FFO represents income (loss) before minority interest (computed
in accordance with generally accepted accounting principles ("GAAP")),
excluding gains (losses) from debt restructuring and sales of property, plus
real estate related depreciation and amortization (excluding amortization of
financing costs), and after adjustment for unconsolidated partnerships and
joint ventures. Therefore, FFO does not represent cash generated from
operating activities in accordance with GAAP and should not be considered an
alternative to net income as an indication of the Company's performance or
to cash flows from operating activities as a measure of liquidity or the
ability to pay distributions. Furthermore, while net income and cash
generated from operating, investing and financing activities, determined in
accordance with GAAP, consider capital expenditures which have been and will
be incurred in the future, the calculations of FFO does not.

For periods beginning after December 31, 1999, NAREIT has clarified its
definition that FFO should include both recurring and non-recurring
operating results, except for those items defined as "extraordinary items"
under generally accepted accounting principles. This clarification is not
expected to have a material impact on the Company's FFO.

16
18

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following discussion and analysis of the financial condition and
results of operations should be read in conjunction with Ramco-Gershenson
Properties Trust's (the "Company") Consolidated Financial Statements, the notes
thereto, and the comparative summary of selected financial data appearing
elsewhere in this report. Dollars are in thousands, except per Share and per
Unit amounts.

Certain information included in the following section of this report, other
than historical information may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements are identified by terminology such as "may," "will,"
"believe," "expect," "estimate," "anticipate," "continue" or similar terms.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, actual results may differ materially
from those projected in the forward-looking statements.

OVERVIEW

The results of operations depends primarily upon rental income. The
Company's future success is dependent in part by its ability to maintain
occupancy and increase rental rates.

OCCUPANCY -- Occupancy remained stable for the Company's overall portfolio
with a breakdown by asset category as follows:

1999 1998
---- ----

Enclosed regional malls..................................... 89.8% 96.1%
Power centers............................................... 97.0 98.8
Community centers........................................... 92.6 91.6
Single tenant retail properties............................. 100.0 100.0
Portfolio summary........................................... 93.0% 93.1%
===== =====

AVERAGE BASE RENTS -- Average base rents for the four portfolio categories
at December 31:

PERCENTAGE
1999 1998 INCREASE
---- ---- ----------

Enclosed regional malls............................. $8.11 $7.52 7.8%
Power centers....................................... 8.43 8.24 2.3
Community centers................................... 6.81 6.64 2.6
Single tenant retail properties..................... 4.41 3.71 18.9
Portfolio summary................................... $7.11 $6.88 3.3%
===== ===== ====

LEASE RENEWALS -- The Company achieved the following in base rent for
leases that were renewed during 1999:

PER SQUARE PER SQUARE PERCENTAGE
FOOT RENT FOOT RENT INCREASE
PRIOR LEASE NEW LEASE (DECREASE) GLA
----------- ---------- ---------- ---

Enclosed regional malls............... $12.03 $11.86 (1.4)% 10,130
Power centers......................... 14.83 17.36 17.1 3,225
Community centers..................... 8.71 9.43 8.3 166,191

17
19

NEW LEASES -- For new leases entered into during 1999, the Company achieved
the following increases in base rent:

PER
PER SQUARE SQUARE
FOOT RENT FOOT RENT PERCENTAGE
PORTFOLIO AVERAGE NEW LEASE INCREASE GLA
----------------- --------- ---------- ---

Anchor........................... $ 5.51 $ 6.02 9.3% 901,778
Non-anchor....................... 10.55 11.93 13.1 171,077

PER
PER SQUARE SQUARE PERCENTAGE
FOOT RENT FOOT RENT INCREASE
PORTFOLIO AVERAGE NEW LEASE (DECREASE) GLA
----------------- --------- ---------- ---

Enclosed regional malls.......... $8.11 $14.84 83.0% 22,052
Power centers.................... 8.43 5.36 (36.4) 411,592
Community centers................ 6.81 7.72 13.4 639,211

New leases for power centers includes 2 land leases that if excluded from
the calculation, would have resulted in $12.46 per square foot rent for new
leases entered into during 1999, or 47.8% increase.

RESULT OF OPERATIONS (DOLLARS IN THOUSANDS)

Comparison of Year Ended December 31, 1999 to Year Ended December 31, 1998

Total revenue increased 11.1% or $8,518 to $85,273 for the year ended
December 31, 1999, as compared to $76,755 for the year ended December 31, 1998.
Of this increase, minimum rents increased by $4,920, or 9.0%, to $59,779 in 1999
from $54,859 in 1998. Recoveries from tenants increased $1,886 or 9.6% to
$21,486 for the year ended December 31, 1999, compared to $19,600 for the year
ended December 31, 1998.

Approximately $2,975 of the increase in minimum rents resulted from a full
year of operations in 1999 for the four properties acquired during 1998. The
completion of White Lake MarketPlace development during 1999 contributed $743 to
the increase in minimum rents. In addition, $522 of the increase in minimum
rents is related to buildable sites delivered to two anchor tenants at the
Auburn Mile development during 1999. The balance of the increase in minimum
rents is primarily attributable to five redevelopment projects completed during
1999.

The increase in recoveries from tenants is primarily due to a higher level
of recoverable operating expenses and real estate taxes due to a full year of
operations for the 1998 property acquisitions. The overall recovery ratio
decreased to 96.8% in 1999 from 97.4% in 1998. The decrease is attributable to
lower recovery ratios for the 1998 acquisition properties, of approximately 71%,
when compared to the existing core portfolio (shopping center properties owned
as of January 1, 1998). As the leases expire at these properties, the Company
expects that new lease agreements will allow recovery ratios to increase.

Gain on sales of real estate resulted from the sale of two properties,
Trinity Corners and a single tenant retail Toys 'R' Us, in December 1999.

Total expenses for the year ended December 31, 1999 increased 6.2%, or
$3,973 to $68,315 as compared to $64,342 for the year ended December 31, 1998.
The increase was due to a $2,084 increase in operating expenses, including
recoverable operating expenses and real estate taxes, a $1,122 increase in
depreciation and amortization, a $416 increase in general and administrative
expenses, a $326 increase in other operating expenses and a $25 increase in
interest expense. The increase in recoverable expenses, including recoverable
operating expenses and real estate taxes, is primarily attributable to the four
acquisitions made during 1998.

Depreciation and amortization increased in 1999 by $1,122, or 9.2% to
$13,311 from $12,189 in 1998. The increase resulted primarily from depreciation
and amortization of the shopping centers acquired in 1998, the completion of
White Lake MarketPlace and the redevelopment projects during 1999.

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General and administrative expenses were $5,964 in 1999 as compared to
$5,548 in 1998, an increase of $416, or 7.5%. The increase is attributable to
the growth of the Company and the full year effect of increased full-time
employees hired during the last half of 1998. General and administrative
expenses were reduced by a $251 gain on sale of real estate recognized by one of
the Company's unconsolidated entities in 1999, which reduced the Company's
reimbursement obligation.

Loss from unconsolidated entities decreased from $304 in 1998 to $204 in
1999 and is due in part to the impact of the RPT/Invest L.L.C. joint venture
included for part of 1999.

Comparison of Year Ended December 31, 1998 to Year Ended December 31, 1997

The Company increased its portfolio of shopping centers from 50 properties
with 8,385 square feet of Company owned gross leaseable area ("GLA") at December
31, 1997 to 54 properties with 9,029 square feet at December 31, 1998 through
the acquisition of four properties totaling 644 square feet of GLA.

Total revenue increased 29.6% or $17,511, to $76,755 for the year ended
December 31, 1998, as compared to $59,244 for the year ended December 31, 1997.
Of this increase, minimum rents increased by $15,824, or 40.5%, to $54,859 in
1998 from $39,035 in 1997. Recoveries from tenants increased $1,610 or 9.0% to
$19,600 for the year ended December 31, 1998, compared to $17,990 for the year
ended December 31, 1997.

Approximately $13,200 of the increase in minimum rents resulted from a full
year of operations in 1998 for the 1997 property acquisitions. The four shopping
centers acquired in 1998 contributed $1,533 to minimum rents. In addition, $548
of the increase in minimum rents is related to buildable sites delivered to two
anchor tenants at the White Lake MarketPlace development during 1998. The
balance of the increase in minimum rents is primarily attributable to initial
anchor tenant openings at New Towne Plaza and the repositioning of West Oaks I,
resulting in the opening of three new tenant stores.

The increase in recoveries from tenants is primarily due to a higher level
of recoverable operating expenses and real estate taxes due to a full year of
operations for the 1997 property acquisitions. The overall recovery ratio
decreased to 97.4% in 1998 from 101.7% in 1997. The decrease is attributable to
lower recovery ratios for the Southeast Portfolio properties, approximately 84%,
when compared to the existing core portfolio (shopping center properties owned
as of January 1, 1997). As the Southeast Portfolio leases expire, the Company
expects that new lease agreements will allow recovery ratios to increase to
levels similar to the Company's normal recovery ratio of approximately 99%.

Total expenses for the year ended December 31, 1998 increased 38.7%, or
$17,954 as compared to $46,388 for the year ended December 31, 1997. The
increase was due to a $2,425 increase in operating expenses, including
recoverable operating expenses and real estate taxes, a $3,973 increase in
depreciation and amortization, a $951 increase in general and administrative
expenses, and a $10,643 increase in interest expense, offset in part, by a $38
decrease in other operating expenses. The increase in recoverable expenses,
including recoverable operating expenses and real estate taxes, are primarily
attributable to the acquisition of the Southeast Portfolio and the other
acquisitions in 1997 and the four acquisitions made during 1998.

Depreciation and amortization increased in 1998 by $3,973, or 48.4% to
$12,189 from $8,216 in 1997. The increase resulted primarily from depreciation
and amortization of the shopping centers acquired in 1997 and 1998.

General and administrative expenses were $5,548 in 1998 as compared to
$4,597 in 1997, an increase of $951, or 20.7%. The increase is attributable to
the growth of the Company related to the 1997 and 1998 acquisitions and
developments, and the full year effect of increased full-time employees hired
during the fourth quarter of 1997. However, general and administrative expenses
as a percentage of total revenue decreased from 7.8% in 1997 to 7.2% in 1998.

Interest expense increased in 1998 by $10,643, or 72.1%, to $25,396 as
compared to $14,753 in 1997. Approximately $6,900 of the increase in interest
expense resulted from a full year of expense in 1998 for debt incurred for the
Southeast Portfolio acquisition in 1997. In addition, $580 of the 1998 increase
is attributable

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to a mortgage loan that was closed on in December 1997. The increase in
borrowings under the Company's $110,000 Credit Facility during 1998 resulted in
additional interest expense of approximately $2,605.

LIQUIDITY AND CAPITAL RESOURCES

The Company generated $23,954 in cash flows from operating activities for
the year ended December 31, 1999 and used $43,178 to fund two new development
properties and the expansion and major redevelopment of existing projects at
individual centers. During the year ended December 31, 1999, financing
activities provided $21,771 from borrowings on two construction loans; used
$3,179 to pay regularly scheduled principal repayments on mortgage obligations;
reduced borrowings on the Credit Facility by $9,288 and paid $20,606 for cash
distributions to common shareholders, holders of operating partnership units,
and dividend payments to preferred shareholders.

In August 1999, the Company entered into a joint venture agreement with an
affiliate of Investcorp International, Inc. to create RPT/Invest. At the
formation of the joint venture, the Company sold two properties to RPT/Invest
and received $27,851. The sale of the two properties resulted in a gain of
approximately $722, which has been deferred and included in the equity
investment of the unconsolidated entity. The proceeds from the sale were used to
reduce the Credit Facility by $25,100 and for general corporate purposes.

The Company's mortgages and notes payable amounted to $337,552 at December
31, 1999, with a weighted average interest rate of 8.03%. The debt consists of
nine loans secured by various properties, plus two construction loans, one
unsecured term loan and the Credit Facility, as defined below. Eight of the
mortgage loans amounting to $169,192 have maturities ranging from 2000 to 2008,
monthly payments which include regularly scheduled amortization, and have fixed
interest rates ranging between 6.83% to 8.50%. One of the mortgage loans,
evidenced by tax free bonds, amounting to $7,000 secured by Oak Brook Square
Shopping Center is non-amortizing, matures in 2010, and carries a floating
interest rate equal to 75% of the new issue long term Capital A rated utility
bonds, plus interest to the lender sufficient to cause the lender's overall
yield on its investment in the bonds to be equal to 200 basis points over their
applicable LIBOR rate (6.96% at December 31, 1999).

The Company has a $18.5 million construction loan to finance the Auburn
Mile shopping center development located in Auburn Hills, Michigan. The loan
carries an interest rate of 250 basis points over LIBOR, an effective rate of
8.67% at December 31, 1999, and matures December 2000. At the Company's option,
the loan can then be converted to a 2-year term loan. Approximately $15.8
million has been borrowed at December 31, 1999.

The Company has a $14 million construction loan to finance the White Lake
MarketPlace shopping center development. The loan carries an interest rate of
185 basis points over LIBOR, an effective rate of 8.0% at December 31, 1999 and
matures June 2000. At the Company's option, the loan can then be converted to a
2-year term loan. Approximately $11.9 million has been borrowed at December 31,
1999.

It is the Company's intention to exercise its option to convert the
above-mentioned construction loans to two year term loans.

The Company has an unsecured term loan amounting to $45,000, maturing
October 2000. This term loan bears interest between 250 and 275 basis points
over LIBOR, depending on certain debt ratios (10.0% at December 31, 1999).

The Company currently has a $110,000 Credit Facility, of which $88,700 was
outstanding as of December 31, 1999. This credit facility bears interest between
137.5 and 162.5 basis points over LIBOR depending on certain debt ratios
(effective rate of 7.60% interest rate at December 31, 1999) and matures October
2000. The credit facility is secured by mortgages on various properties and
contains financial covenants relating to liabilities-to-asset ratio, minimum
operating coverage ratios and a minimum equity value. As of December 31, 1999
the Company was in compliance with the covenant terms.

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It is the Company's intention to extend the Credit Facility, at rates that
are commercially reasonable. However, there can be no assurance that the Company
will be able to repay or refinance its indebtedness on commercially reasonable
or any other terms.

During August 1998, the Company executed an interest rate swap agreement to
limit the Company's exposure to increases in interest rates on its floating rate
debt. The notional amount of the agreement was $75,000. Based on rates currently
in effect under the Company's Credit Facility, the agreement provides for a
fixed rate of 7.425% through October 2000. The Company is exposed to credit loss
in the event of non-performance by the other parties to the interest rate swap
agreement, however, the Company does not anticipate non-performance by the
counter party.

After taking into account the impact of converting the variable rate debt
into fixed rate debt by use of the rate protection agreement, the Company's
variable rate debt accounted for $93,360 of outstanding debt with a weighted
average interest rate of 9.1%. Variable rate debt accounted for approximately
27.7% of the Company's total debt and 19.0% of its total capitalization.

Based on the debt and the market value of equity, the Company's debt to
total market capitalization (debt plus market value equity) ratio was 68.7% at
December 31, 1999.

The properties in which the Operating Partnership owns an interest and are
accounted for on the equity method of accounting are subject to non-recourse
mortgage indebtedness. At December 31, 1999, the pro rata share of non-recourse
mortgage debt on the unconsolidated properties (accounted for on the equity
method) was $11,617 with a weighted average interest rate of 8.7%.

The Company's current capital structure includes property specific
mortgages, two construction loans, the unsecured term loan, the Credit Facility,
Series A Preferred Shares, Common Shares and a minority interest in the
Operating Partnership. Currently, the minority interest in the Operating
Partnership represents the 29.0% ownership in the Operating Partnership which
may, under certain conditions, be exchanged for 2,944,977 Common Shares.

As of December 31, 1999, OP Units issued are exchangeable for Common Shares
of the Company on a one-for-one basis. The Company, as sole general partner of
the Operating Partnership, has the option to exchange OP Units for cash based on
the current trading price of the Company's Common Shares. Assuming the exchange
of all limited partnership interests in the Operating Partnership and the
exchange of Series A Preferred Shares for 2,000,000 shares of common stock,
there would be outstanding 12,162,970 common shares with a market value of
approximately $153,497 at December 31, 1999 (based on the closing price of
$12.62 per share on December 31, 1999).

The principal uses of the Company's liquidity and capital resources are for
acquisitions, development, including expansion and renovation programs, debt
repayment and repurchase of its common stock. To maintain its qualification as a
real estate investment trust under the Internal Revenue Code of 1986, as amended
(the "Code"), the Company is required to distribute to its shareholders at least
95% of its "Real Estate Investment Trust Taxable Income" as defined in the Code.

The Company anticipates that the combination of the availability under the
Credit Facility, construction loans, the sale of existing properties, and
potential new debt and equity offerings will provide the necessary capital to
achieve continued growth. The Company anticipates adequate liquidity for the
foreseeable future to fund future acquisitions, developments, expansions,
repositionings, and to continue its currently planned capital programs, to
repurchase up to $10 million of the Company's common stock and to make
distributions to its shareholders in accordance with the Code's requirements
applicable to REITs'. Although the Company believes that the combination of
factors discussed above will provide sufficient liquidity, no such assurance can
be given.

ECONOMIC CONDITIONS

Substantially all of the leases at the Company's properties provide for
tenants to pay their pro rata share of operating expenses, including common area
maintenance and real estate taxes, thereby reducing the

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Company's exposure to increases in operating expenses resulting from inflation.
Many of the tenants' leases contain provisions designed to lessen the impact of
inflation. Such provisions include the ability to receive percentage rentals
based on a tenant's gross sales, which generally increase as prices rise, and or
escalation clauses, which generally increase rental rates during the terms of
the leases. In addition, many of the leases are for terms of less than ten
years, which may enable the Operating Partnership to replace existing leases
with new leases at a higher base and/or percentage rentals if rents of the
existing leases are below the then existing market rate.

The retail industry has experienced some financial difficulties during the
past few years and certain local, regional and national retailers have filed for
protection under bankruptcy laws. If this trend should continue, the Company's
future earnings performance could be negatively impacted.

SENSITIVITY ANALYSIS

The Company has exposure to interest rate risk on its debt obligations.
Based on the Company's interest in debt and interest rates in effect at December
31, 1999, a one percent increase in interest rates would decrease earnings and
cash flows by approximately $781. A one percent decrease in interest rates would
increase earnings and cash flows by approximately $1,086.

YEAR 2000

Prior to December 31, 1999, the Company successfully completed its Year
2000 assessment of all critical and non-critical information systems. The Year
2000 issue did not adversely affect normal business operations and there was no
material failure of the Company's business operations subsequent to December 31,
1999. The costs associated with Year 2000 testing and remediation have not had a
material impact on the results of operations for the year ended December 31,
1999.

FUNDS FROM OPERATIONS

Management generally considers funds from operations ("FFO") to be one
measure of financial performance of an equity REIT. It has been presented to
assist investors in analyzing the performance of the Company and to provide a
relevant basis for comparison to other REITs.

The Company has adopted the most recent National Association of Real Estate
Investment Trusts ("NAREIT") definition of FFO, which was effective on January
1, 1996. Under the NAREIT definition, FFO represents income (loss) before
minority interest (computed in accordance with generally accepted accounting
principles), excluding gains (losses) from debt restructuring and sales of
property, plus real estate related depreciation and amortization (excluding
amortization of financing costs), and after adjustments for unconsolidated
partnerships and joint ventures.

Therefore, FFO does not represent cash generated from operating activities
in accordance with generally accepted accounting principles and should not be
considered an alternative to net income as an indication of the Company's
performance or to cash flows from operating activities as a measure of liquidity
or of the ability to pay distributions. Furthermore, while net income and cash
generated from operating, investing and financing activities determined in
accordance with generally accepted accounting principles consider capital
expenditures which have been and will be incurred in the future, the calculation
of FFO does not.

For periods beginning after December 31, 1999, NAREIT has clarified its
definition that FFO should include both recurring and non-recurring operating
results, except for those items defined as "extraordinary items" under generally
accepted accounting principles. This clarification is not expected to have a
material impact on the Company's FFO

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The following table illustrates the calculation of FFO for the years ended
December 31, 1999 and 1998:

ACTUAL
-----------------
1999 1998
---- ----

Net Income.................................................. $11,839 $ 8,658
Less: Gain on sale of property(1)......................... (1,225) --
Add: Depreciation and amortization........................ 13,339 12,221
Add: Minority interest in partnership..................... 4,915 3,451
------- -------
Funds from operations -- diluted............................ 28,868 24,330
Less: Preferred share dividends........................... (3,407) (1,614)
------- -------
Funds from operations -- basic.............................. $25,461 $22,716
======= =======
Weighted average equivalent shares outstanding(2)...........
Basic..................................................... 10,170 9,991
======= =======
Diluted................................................... 12,170 10,967
======= =======
Supplemental disclosure:
Straight-line rental income............................... $ 2,705 $ 2,159
======= =======
Amortization of management contracts and covenants not to
compete................................................ $ 422 $ 494
======= =======

- -------------------------

(1) Includes $251 gain on sale of property of an unconsolidated entity.

(2) For basic, represents the weighted average total shares outstanding,
assuming the redemption of all Operating Partnership Units for Common
Shares. For diluted, represents the weighted average total shares
outstanding, assuming the redemption of all Operating Partnership Units for
Common Shares, the Series A Preferred Shares converted to Common Shares and
the Common Shares issuable under the treasury stock method upon exercise of
stock options.

CAPITAL EXPENDITURES

During 1999, the Company spent approximately $15,678 on revenue generating
capital expenditures including tenant allowances, leasing commissions paid to
third-party brokers, legal costs relative to lease documents, and capitalized
leasing and construction costs. These types of costs generate a return through
rents from tenants over the term of their leases. Revenue enhancing capital
expenditures, including expansions, renovations or repositionings were
approximately $14,144. Revenue neutral capital expenditures, such as roof and
parking lot repairs, which are anticipated to be recovered from tenants,
amounted to approximately $7,453.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities", which establishes accounting and
reporting standards for derivative instruments and hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. This Statement is not expected to have a material impact on the
Company's consolidated financial statements. The Company will adopt SFAS No. 133
as required for its first quarterly filing of fiscal year 2001.

On December 3, 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition", which among other
topics, establishes standards for when the lessor can recognize contingent
rental income that is based on future specified targets within the lessor's
fiscal year. The SAB concluded that contingent revenue should be recorded in the
period in which the specified target that results in contingent rental income is
achieved. The Company's policy has been to recognize percentage rents throughout
the year based on rent estimated to be due from the tenant. The Company will
adopt this

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change in the method of accounting as of January 1, 2000 and report the change
of $1,193 of contingent rent receivables as a cumulative effect of a change in
accounting principle.

This Form 10-K contains forward-looking statements with respect to the
operation of certain of the Company's properties. Management of the Company
believes the expectations reflected in the forward-looking statements made in
this document are based on reasonable assumptions. Certain factors could occur
that might cause actual results to vary. These include general economic
conditions, the strength of key industries in the cities in which the Company's
properties are located, the performance of the Company's tenants at the
Company's properties and elsewhere, and other factors discussed in the Company's
report filed with the Securities and Exchange Commission.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See pages F-1 to F-19, which are included herein.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated herein by reference to Ramco-Gershenson Properties Trust
definitive proxy statement to be filed with the Securities and Exchange
Commission within 120 days after the year covered by this Annual Report on Form
10-K with respect to its Annual Meeting of Shareholders to be held on June 7,
2000.

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS

(A)(1) FINANCIAL STATEMENTS

See pages F-1 to F-19, which are included herein.

(A)(3) EXHIBITS

3.1 Amended and Restated Declaration of Trust of the Company,
dated October 2, 1997, incorporated by reference to Exhibit
3.1 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.
3.2 Articles Supplementary to Amended and Restated Declaration
of Trust, dated October 2, 1997, incorporated by reference
to Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997.
3.3 By-Laws of the Company adopted October 2, 1997, incorporated
by reference to Exhibit 3.3 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997.
3.4 Rights Agreement dated as of December 6, 1989 between the
Company and American Stock Transfer & Trust Company,
incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, File No. 1-10093, for
the registration of Share Purchase Rights.
10.1 1996 Share Option Plan of the Company, incorporated by
reference to Exhibit 10.4 to the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1996.
10.2 Employment Agreement, dated as of May 10, 1996, between the
Company and Joel Gershenson, incorporated by reference to
Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1996.
10.3 Employment Agreement, dated as of May 10, 1996, between the
Company and Dennis Gershenson, incorporated by reference to
Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1996.
10.4 Employment Agreement, dated as of May 10, 1996, between the
Company and Michael A. Ward, incorporated by reference to
Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1996.
10.5 Employment Agreement, dated as of May 10, 1996, between the
Company and Richard Gershenson, incorporated by reference to
Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1996.
10.6 Employment Agreement, dated as of May 10, 1996, between the
Company and Bruce Gershenson, incorporated by reference to
Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1996.
10.7 Noncompetition Agreement, dated as of May 10, 1996, between
Joel Gershenson and the Company, incorporated by reference
to Exhibit 10.13 to the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1996.
10.8 Noncompetition Agreement, dated as of May 10, 1996, between
Dennis Gershenson and the Company, incorporated by reference
to Exhibit 10.14 to the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1996.
10.9 Noncompetition Agreement, dated as of May 10, 1996, between
Michael A. Ward and the Company, incorporated by reference
to Exhibit 10.15 to the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1996.

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10.10 Noncompetition Agreement, dated as of May 10, 1996, between
Richard Gershenson and the Company, incorporated by
reference to Exhibit 10.16 to the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1996.
10.11 Noncompetition Agreement, dated as of May 10, 1996, between
Bruce Gershenson and the Company, incorporated by reference
to Exhibit 10.17 to the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1996.
10.12 Letter Agreement, dated April 15, 1996, among the Company
and Richard Smith concerning Mr. Smith's employment by the
Company, incorporated by reference to Exhibit 10.18 to the
Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1996.
10.13 Preferred Units and Stock Purchase Agreement dated as of
September 30, 1997 by and among the Company, Special
Situations RG REIT, Inc. and the Advancing Party named
therein, incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1997.
10.14 Agreement Regarding Exercise of Registration Rights dated as
of September 30, 1997 among the Company, the Ramco
Principals (as defined therein), the Other Holders (as
defined therein), Special Situations RG REIT, Inc., and the
Advancing Party, incorporated by reference to Exhibit 10.2
to the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1997.
10.15 Registration Rights Agreement dated as of September 30, 1997
by and among the Company, Special Situation RG REIT, Inc.,
and the Advancing Party named therein, incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report
on Form 10-Q for the period ended September 30, 1997.
10.16 Second Amended and Restated Master Revolving Credit
Agreement dated as of October 30, 1997 among
Ramco-Gershenson Properties, L.P., as Borrower, the Company,
as Guarantor, and BankBoston, N.A., and the other Banks
which may become parties to the loan agreement, and
BankBoston, N.A., as Agent, incorporated by reference to
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1997.
10.17 Second Amended and Restated Note dated October 30, 1997 in
the principal amount of $160,000,000 made by
Ramco-Gershenson Properties, L.P. in favor of BankBoston,
N.A., incorporated by reference to Exhibit 10.5 to the
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1997.
10.18 Amended and Restated Unconditional Guaranty of Payment and
Performance dated as of October 30, 1997 by the Company in
favor of BankBoston, N.A., incorporated by reference to
Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1997.
10.19 Unsecured Term Loan Agreement dated as of October 30, 1997
among Ramco-Gershenson Properties, L.P., as Borrower, the
Company, as Guarantor, BankBoston,N.A., the other Banks
which may become parties to the agreement, and BankBoston,
N.A., as Agent, incorporated by reference to Exhibit 10.7 to
the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997.
10.20 Note dated as of October 30, 1997 in the principal amount of
$45,000,000 made by Ramco-Gershenson Properties, L.P., in
favor of BankBoston, N.A., incorporated by reference to
Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1997.
10.21 Unconditional Guaranty of Payment and Performance dated as
of October 30, 1997 by the Company in favor of BankBoston,
N.A., incorporated by reference to Exhibit 10.9 to the
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1997.
10.22 Form of Contract of Sale dated July 7, 1997 relating to the
acquisition of the Southeast Portfolio (Form #1),
incorporated by reference to Exhibit 10.10 to the Company's
Quarterly Report on Form 10-Q for the period ended September
30, 1997.

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10.23 Form of Contract of Sale dated July 7, 1997 relating to the
acquisition of the Southeast Portfolio (Form #2),
incorporated by reference to Exhibit 10.11 to the Company's
Quarterly Report on Form 10-Q for the period ended September
30, 1997.
10.24 Form of Contract of Sale dated July 7, 1997 relating to the
acquisition of the Southeast Portfolio (Form #3),
incorporated by reference to Exhibit 10.12 to the Company's
Quarterly Report on Form 10-Q for the period ended September
30, 1997.
10.25 Agreement dated July 7, 1997 by and between Seller (as
defined therein) and Ramco-Gershenson Properties, L.P.,
which agreement amends certain Contracts of Sale relating to
the acquisition of the Southeast Portfolio, incorporated by
reference to Exhibit 10.13 to the Company's Quarterly Report
on Form 10-Q for the period ended September 30, 1997.
10.26 Loan Agreement dated as of November 26, 1997 between Ramco
Properties Associates Limited Partnership and Secore
Financial Corporation relating to a $50,000,000 loan,
incorporated by reference to Exhibit 10.36 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1997.
10.27 Promissory Note dated November 26, 1997 in the aggregate
principal amount of $50,000,000 made by Ramco Properties
Associates Limited Partnership in favor of Secore Financial
Corporation, incorporated by reference to Exhibit 10.37 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
10.28 Loan Agreement dated December 17, 1997 by and between
Ramco-Gershenson Properties, L.P. and The Lincoln National
Life Insurance Company relating to a $8,500,000 loan,
incorporated by reference to Exhibit 10.38 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1997.
10.29 Note dated December 17, 1997 in the aggregate principal
amount of $8,500,000 made by Ramco-Gershenson Properties,
L.P. in favor of Lincoln National Life Insurance Company,
incorporated by reference to Exhibit 10.39 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1997.
10.30 1997 Non-Employee Trustee Stock Option Plan of the Company,
incorporated by reference to Exhibit 10.40 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1997.
10.31 Change of Venue Merger Agreement dated as of October 2, 1997
between the Company (formerly known as RGPT Trust, a
Maryland real estate investment trust), and Ramco-
Gershenson Properties Trust, a Massachusetts business trust,
incorporated by reference to Exhibit 10.41 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1997.
10.32 Promissory Note dated as of February 27, 1998 in the
principal face amount of $15,225,000 made by A.T.C., L.L.C.
in favor of GMAC Commercial Mortgage Corporation,
incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the period ended September
30, 1998.
10.33 Deed of Trust and Security Agreement dated as of February
27, 1998 by A.T.C., L.L.C to Lawyers Title Insurance Company
for the benefit of GMAC Commercial Mortgage Corporation
relating to a $15,225,000 loan, incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1998.
10.34 Assignment and Assumption Agreement dated as of October 8,
1998 among A.T.C., L.L.C., Ramco Virginia Properties,
L.L.C., A.T. Center, Inc., Ramco-Gershenson Properties Trust
and LaSalle National Bank, as trustee for the registered
holders of GMAC Commercial Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report
on Form 10-Q for the period ended September 30, 1998.
10.35 Exchange Rights Agreement dated as of September 4, 1998
between Ramco-Gershenson Properties Trust, and A.T.C.,
L.L.C., incorporated by reference to Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1998.

28
30

10.36 Loan Agreement dated December 22, 1998 between
Ramco-Gershenson Properties, L.P. and NBD Bank relating to a
$14,000,000 loan, incorporated by reference to Exhibit 10.46
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.
10.37 Construction Note dated as of December 22, 1998 in the
principal face amount of $14,000,000 made by
Ramco-Gershenson Properties, L.P. in favor of NBD Bank,
incorporated by reference to Exhibit 10.47 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1999.
10.38 Loan Agreement dated June 1, 1999 between Ramco-Gershenson
Properties, L.P. and Bank One, incorporated by reference to
Exhibit 10.48 to the Company's Quarterly Report on Form 10-Q
for the Period ended June 30, 1999.
10.39 Limited Liability Company Agreement of RPT/INVEST L.L.C.
dated August 23, 1999, incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the
Period ended September 30, 1999.
21.1 Subsidiaries
23.1 Consent of Deloitte & Touche LLP.

29
31

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

Ramco-Gershenson Properties Trust

Dated: March 22, 2000 By: /s/ JOEL D. GERSHENSON
------------------------------------------------
Joel D. Gershenson,
Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of registrant and in
the capacities and on the dates indicated.

Dated: March 22, 2000 By: /s/ JOEL D. GERSHENSON
----------------------------------------------------
Joel D. Gershenson,
Trustee and Chairman

Dated: March 22, 2000 By: /s/ DENNIS E. GERSHENSON
------------------------------------------------
Dennis E. Gershenson,
Trustee and President
(Principal Executive Officer)

Dated: By:
----------------------------------------------------
Stephen R. Blank,
Trustee

Dated: March 22, 2000 By: /s/ ARTHUR H. GOLDBERG
----------------------------------------------------
Arthur H. Goldberg,
Trustee

Dated: March 22, 2000 By: /s/ ROBERT A. MEISTER
----------------------------------------------------
Robert A. Meister,
Trustee

Dated: March 22, 2000 By: /s/ JOEL M. PASHCOW
----------------------------------------------------
Joel M. Pashcow,
Trustee

Dated: March 22, 2000 By: /s/ MARK K. ROSENFELD
----------------------------------------------------
Mark K. Rosenfeld,
Trustee

Dated: March 22, 2000 By: /s/ SELWYN ISAKOW
----------------------------------------------------
Selwyn Isakow,
Trustee

Dated: March 22, 2000 By: /s/ RICHARD J. SMITH
----------------------------------------------------
Richard J. Smith,
Chief Financial Officer

30
32

RAMCO-GERSHENSON PROPERTIES TRUST

INDEPENDENT AUDITORS' REPORT

To the Board of Trustees of
Ramco-Gershenson Properties Trust:

We have audited the accompanying consolidated balance sheets of
Ramco-Gershenson Properties Trust and subsidiaries as of December 31, 1999 and
1998, and the related consolidated statements of income, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1999. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Ramco-Gershenson Properties
Trust and subsidiaries as of December 31, 1999 and 1998, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999 in conformity with generally accepted accounting
principles.

/s/ Deloitte & Touche LLP
Detroit, Michigan
February 11, 2000

F-1
33

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998

1999 1998
---- ----
(IN THOUSANDS)

ASSETS
Investment in real estate -- net............................ $507,463 $509,844
Cash and cash equivalents................................... 5,744 4,550
Accounts receivable -- net.................................. 12,791 9,864
Equity investments in and advances to unconsolidated
entities.................................................. 7,642 5,896
Other assets -- net......................................... 16,866 14,250
-------- --------
Total Assets........................................... $550,506 $544,404
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgages and notes payable................................. $337,552 $328,248
Distributions payable....................................... 5,127 5,244
Accounts payable and accrued expenses....................... 15,983 15,235
-------- --------
Total Liabilities...................................... 358,662 348,727
Minority Interest........................................... 48,396 48,535
Commitments and Contingencies............................... -- --
SHAREHOLDERS' EQUITY
Preferred Shares, par value $.01, 10,000 shares
authorized; 1,400 Series A convertible shares issued
and outstanding, liquidation values of $35,000......... 33,829 33,829
Common Shares of Beneficial Interest, par value, $.01,
30,000 shares authorized; 7,218 issued and
outstanding............................................ 72 72
Additional paid-in capital................................ 151,973 151,973
Cumulative distributions in excess of net income.......... (42,426) (38,732)
-------- --------
Total Shareholders' Equity.................................. 143,448 147,142
-------- --------
Total Liabilities and Shareholders' Equity............. $550,506 $544,404
======== ========

See notes to consolidated financial statements.

F-2
34

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

1999 1998 1997
---- ---- ----
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)

REVENUES
Minimum rents............................................. $59,779 $54,859 $39,035
Percentage rents.......................................... 2,037 1,538 1,467
Recoveries from tenants................................... 21,486 19,600 17,990
Gain on sale of real estate............................... 974 -- --
Interest and other income................................. 997 758 752
------- ------- -------
Total revenues.................................... 85,273 76,755 59,244
------- ------- -------
EXPENSES
Real estate taxes......................................... 7,810 7,354 6,230
Recoverable operating expenses............................ 14,391 12,763 11,462
Depreciation and amortization............................. 13,311 12,189 8,216
Other operating........................................... 1,418 1,092 1,130
General and administrative................................ 5,964 5,548 4,597
Interest expense.......................................... 25,421 25,396 14,753
------- ------- -------
Total expenses.................................... 68,315 64,342 46,388
------- ------- -------
Operating income............................................ 16,958 12,413 12,856
Loss from unconsolidated entities........................... 204 304 314
------- ------- -------
Income before minority interest............................. 16,754 12,109 12,542
Minority interest........................................... 4,915 3,451 3,344
------- ------- -------
Net income.................................................. 11,839 8,658 9,198
Preferred stock dividends................................... 3,407 1,614 278
------- ------- -------
Net income available to common shareholders................. $ 8,432 $ 7,044 $ 8,920
======= ======= =======
Basic earnings per share.................................... $1.17 $0.99 $1.25
======= ======= =======
Diluted earnings per share.................................. $1.17 $0.98 $1.25
======= ======= =======
Weighted average shares outstanding:
Basic..................................................... 7,218 7,133 7,123
======= ======= =======
Diluted................................................... 7,218 7,165 7,148
======= ======= =======

See notes to consolidated financial statements.

F-3
35

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

COMMON ADDITIONAL CUMULATIVE TOTAL
PREFERRED STOCK PAID-IN EARNINGS/ SHAREHOLDERS'
STOCK PAR VALUE CAPITAL DISTRIBUTION EQUITY
--------- --------- ---------- ------------ -------------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

BALANCE, JANUARY 1, 1997................. $ 712 $149,872 $(30,719) $119,865
Cash distributions declared............ (11,968) (11,968)
Conversion to $.01 par value Common
Shares.............................. (641) 641 --
Series A Preferred Shares issuance (467
Shares)............................. $11,147 11,147
Preferred Shares dividends declared.... (278) (278)
Net Income............................. 9,198 9,198
------- ----- -------- -------- --------
BALANCE, DECEMBER 31, 1997............... 11,147 71 150,513 (33,767) 127,964
Cash distributions declared............ (12,009) (12,009)
Conversion of Operating Partnership
Units to Common Shares (95
shares)............................. 1 1,450 1,451
Stock options exercised................ 10 10
Series A Preferred Shares issuance (933
Shares)............................. 22,682 22,682
Preferred Shares dividends declared.... (1,614) (1,614)
Net Income............................. 8,658 8,658
------- ----- -------- -------- --------
BALANCE, DECEMBER 31, 1998............... 33,829 72 151,973 (38,732) 147,142
Cash distributions declared............ (12,126) (12,126)
Preferred Shares dividends declared.... (3,407) (3,407)
Net Income............................. 11,839 11,839
------- ----- -------- -------- --------
BALANCE, DECEMBER 31, 1999............... $33,829 $ 72 $151,973 $(42,426) $143,448
======= ===== ======== ======== ========

See notes to consolidated financial statements.

F-4
36

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

1999 1998 1997
---- ---- ----
(IN THOUSANDS)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income................................................ $ 11,839 $ 8,658 $ 9,198
Adjustments to reconcile net income to net cash flows
provided by operating activities:
Depreciation and amortization.......................... 13,311 12,189 8,216
Amortization of deferred financing costs............... 635 1,102 335
Gain on sales of real estate........................... (974) -- --
Loss from unconsolidated entities...................... 204 304 314
Minority Interest...................................... 4,915 3,451 3,344
Changes in operating assets and liabilities:
Interest and accounts receivable..................... (2,927) (3,829) (2,134)
Other assets......................................... (3,796) (7,171) (4,907)
Accounts payable and accrued expenses................ 747 2,090 2,660
-------- -------- ---------
Cash Flows Provided By Operating Activities................. 23,954 16,794 17,026
-------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate acquired...................................... (43,178) (38,501) (152,492)
Proceeds from real estate sales........................... 34,425 -- --
Distributions received from unconsolidated entities....... 287 106 --
Proceeds from (advances to) unconsolidated entities....... 92 115 (691)
Investment in unconsolidated entities..................... (2,329) -- --
-------- -------- ---------
Cash Flows Used In Investing Activities..................... (10,703) (38,280) (153,183)
-------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholders........................ (12,126) (11,970) (11,967)
Cash distributions to operating partnership unit
holders................................................ (5,227) (4,414) (4,389)
Cash dividends paid on preferred shares................... (3,253) (1,186) --
Principal repayments on credit facility................... (34,388) (7,400) (58,594)
Principal repayments on mortgage debt..................... (3,179) (4,829) (1,915)
Net advances (proceeds) from affiliated entities.......... -- (1,325) 272
Payments of deferred financing costs...................... (658) (504) (2,335)
Purchase of operating partnership units................... (97) -- (1,417)
Borrowings on construction loans.......................... 21,771 -- --
Borrowings on debt........................................ 25,100 29,689 206,847
Net proceeds from preferred shares........................ -- 22,682 11,147
Refund of deferred financing costs........................ -- 250 --
Proceeds from exercise of stock options................... -- 10 --
-------- -------- ---------
Cash Flows Provided By (Used In) Financing Activities....... (12,057) 21,003 137,649
-------- -------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents........ 1,194 (483) 1,492
Cash and Cash Equivalents, Beginning of Period.............. 4,550 5,033 3,541
-------- -------- ---------
Cash and Cash Equivalents, End of Period.................... $ 5,744 $ 4,550 $ 5,033
======== ======== =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid for Interest During the Period.................. $ 26,361 $ 24,469 $ 13,358
======== ======== =========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCIAL
ACTIVITIES:
Acquisitions of property:
Debt assumed........................................... $ 15,170 $ 5,867
Value of OP units issued:
Purchase of Aquia Towne Center....................... 5,273
Jackson earnout...................................... 3,823
Conversion of OP units into shares..................... 1,451

See notes to consolidated financial statements.

F-5
37

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(DOLLARS IN THOUSANDS)

1. ORGANIZATION

Effective May 1, 1996, RPS Realty Trust, completed the acquisition of
substantially all of the shopping center and retail properties, as well as the
management organization and business operations of Ramco-Gershenson, Inc. and
its affiliates (the "Ramco Acquisition") and the spin-off of its wholly owned
subsidiary, Atlantic Realty Trust ("Atlantic"), a Maryland real estate
investment trust. In connection with the Ramco Acquisition, RPS Realty Trust's
name was changed to Ramco-Gershenson Properties Trust. Ramco-Gershenson
Properties Trust is referred to herein as the "Company".

The Company is engaged in the business of owning, developing, acquiring,
managing and leasing community shopping centers, regional malls and single
tenant retail properties. At December 31, 1999, the Company had a portfolio of
54 shopping centers, with more than 10,750,000 square feet of gross leasable
area, located in the Midwest, East and Southeast United States. The Company's
centers are usually anchored by discount department stores or supermarkets and
the tenant base consists primarily of national and regional retail chains and
local retailers. The Company's credit risk, therefore, is concentrated in the
retail industry.

Revenues from the Company's largest tenant amounted to 10.2% and 10.8% of
total revenues for the years ended December 31, 1999 and 1998, respectively. No
other single tenant accounted for more than 10.0% of revenue for the year ended
December 31, 1997.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements for
the years ended December 31, 1999, and 1998 include the accounts of the Company
and its majority owned subsidiary, the Operating Partnership (71.0% owned by the
Company at December 31, 1999 and 70.9% at December 31, 1998) and its wholly
owned subsidiary, Ramco Properties Associates Limited Partnership, a financing
subsidiary. All significant intercompany accounts and transactions have been
eliminated in consolidation.

USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION -- Shopping center space is generally leased to retail
tenants under leases which are accounted for as operating leases. Minimum rents
are recognized on the straight-line method over the terms of the leases. Certain
of the leases also provide for additional revenue based upon the level of sales
achieved by the tenant and are recorded on an accrual basis as percentage rent.
The leases also typically provide for tenant recoveries of common area
maintenance, real estate taxes and other operating expenses. These recoveries
are recognized as revenue in the period the applicable costs are incurred.

An allowance for doubtful accounts has been provided against the portion of
tenant accounts receivable which is estimated to be uncollectible. Accounts
receivable in the accompanying balance sheet is shown net of an allowance for
doubtful accounts of approximately $1,490 and $1,298 as of December 31, 1999 and
1998, respectively.

CASH AND CASH EQUIVALENTS -- The Company considers all highly liquid
investments with an original maturity of three months or less to be cash and
cash equivalents.

INCOME TAX STATUS -- The Company conducts its operations with the intent of
meeting the requirements applicable to a real estate investment trust ("REIT")
under Sections 856 through 860 of the Internal Revenue Code of 1986 as amended
(the "Code"). In order to maintain qualification as a real estate investment
trust,
F-6
38
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the REIT is required to distribute at least 95% of its taxable income to
shareholders and meet certain other asset and income tests as well as other
requirements. As a real estate investment trust, the REIT will generally not be
liable for federal corporate income taxes. Thus, no provision for federal income
taxes has been included in the accompanying financial statements.

REAL ESTATE -- Real estate assets are stated at the lower of cost or net
realizable value. Costs incurred for the acquisition, development, construction,
and improvement of properties are capitalized, including direct costs incurred
by Ramco. Depreciation is computed using the straight-line method over estimated
useful lives. Expenditures for improvements and construction allowances paid to
tenants are capitalized and amortized over the remaining life of the initial
terms of each lease. Maintenance and repairs are charged to expense when
incurred.

Real estate assets are reviewed periodically for impairment whenever events
or changes in circumstances indicate that the carrying value of the asset may
not be recoverable. To the extent an impairment has occurred, the excess of
carrying value over its estimated net realizable value will be charged to
income.

OTHER ASSETS -- Consist primarily of prepaid expenses, proposed development
and acquisition costs, and financing and leasing costs which are amortized using
the straight-line method over the terms of the respective agreements.

DERIVATIVE FINANCIAL INSTRUMENTS -- In managing interest rate exposure on
certain floating rate debt, the Company at times enters into interest rate
protection agreements. When interest rates change, the differential to be paid
or received is accrued to interest expense and is recognized over the life of
the agreements. The costs of these transactions are deferred and amortized over
the contract period. The amortized costs of these transactions and interest
income and interest expense on these interest rate protection agreements are
included in interest expense.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS -- In June 1998, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standard (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities", which establishes accounting and reporting standards for derivative
instruments and hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This Statement is not
expected to have a material impact on the Company's consolidated financial
statements. The Company will adopt SFAS No. 133 as required for its first
quarterly filing of fiscal year 2001.

RECLASSIFICATIONS -- Certain reclassifications have been made to the 1998
and 1997 financial statements to conform to the 1999 presentation.

F-7
39
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. INVESTMENT IN REAL ESTATE

Investment in real estate consists of the following:

DECEMBER 31,
--------------------
1999 1998
---- ----

Land..................................................... $ 73,797 $ 64,433
Buildings and improvements............................... 462,839 464,216
Construction in progress................................. 6,319 7,331
-------- --------
542,955 535,980
Less: accumulated depreciation........................... (35,492) (26,136)
-------- --------
Investment in real estate -- net......................... $507,463 $509,844
======== ========

REAL ESTATE ACQUISITIONS

The Company made the following property acquisitions during the year ended
December 31, 1998 and the consolidated financial statements include the effects
of these acquisitions commencing with the date of acquisition. These
acquisitions have been accounted for using the purchase method of accounting.
The purchase prices were allocated to the assets acquired and liabilities
assumed based upon their estimated fair market value.

ACQUISITION DATE PROPERTY NAME PROPERTY LOCATION PURCHASE PRICE
- ---------------- ------------- ----------------- --------------

May 1998 Southbay Fashion Center Sarasota, Florida $ 6,000
September 1998 Conyers Crossing Conyers, Georgia 7,500
September 1998 Aquia Towne Center Stafford, Virginia 22,000
November 1998 Rivertowne Square Deerfield Beach, Florida 8,700

GAIN ON SALES OF REAL ESTATE -- In December 1999, the Company sold two
shopping centers and recognized an aggregate gain of $974. In addition, a
subsidiary of Ramco-Gershenson, Inc. (Ramco), an unconsolidated entity, sold a
parcel of land and recognized a gain of $251. Accordingly, the cost
reimbursement by the Operating Partnership to Ramco was reduced by the amount of
the gain, thereby reducing the Company's general and administrative expenses in
1999.

4. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED ENTITIES

The Company's equity investments in unconsolidated entities at December 31,
1999 was comprised of 50% general partner interests in Kentwood Town Center
("Kentwood") and the Southfield Plaza Expansion ("Southfield Plaza"), the
Company's 100% interest in the non-voting and 5% interest in the voting common
stock of Ramco, and a 25% interest in RPT/INVEST, L.L.C. (RPT/Invest). These
investments are not unilaterally controlled and are therefore accounted for on
the equity method.

On August 30, 1999 the Company entered into a joint venture agreement with
an affiliate of Investcorp International, Inc. (Investcorp) to create
RPT/Invest. The purpose of the joint venture is to acquire existing shopping
centers with purchase prices totaling up to $125 million located in the Midwest,
Mid-Atlantic and Northeast United States.

The Company sold two existing properties to RPT/Invest for cash of
approximately $27,800, net of $2,500 equity contribution (25% interest in the
joint venture). The sale of the two properties resulted in a gain of
approximately $722, which has been deferred and included in the equity
investment of the unconsolidated entity. The Company used the proceeds from the
sale to repay $25,000 of variable rate debt on its revolving

F-8
40
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Credit Facility. Investcorp contributed cash of approximately $7,600 in exchange
for their 75% equity interest in the joint venture.

The joint venture is managed by a five member Investment Committee,
consisting of three members appointed by Investcorp and two members appointed by
the Company. Under terms of the joint venture agreement, the Company will
continue to manage the properties, including leasing and operating
responsibilities, for which the Company will receive management fees, leasing
commissions and asset management fees. In addition, the Company is responsible
for identifying and acquiring properties and is expected to receive fees from
the joint venture for such services.

The joint venture agreement includes a provision whereby the Company has
the right to purchase any property acquired by the joint venture during specific
time periods from the date of acquisition of the property.

F-9
41
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Combined condensed financial information of the Company's unconsolidated
entities is summarized as follows:

1999 1998 1997
------------------------------------------------------ ------- -------
SOUTHFIELD
RAMCO KENTWOOD PLAZA RPT/INVEST TOTAL TOTAL TOTAL
----- -------- ---------- ---------- ----- ----- -----

ASSETS
Investment in Real Estate -- Net.... $ 1,650 $ 534 $31,342 $33,526 $ 2,290
Other Assets........................ $ 3,403 599 113 1,226 5,341 4,400
------- ------- ------ ------- ------- -------
Total Assets................... $ 3,403 $ 2,249 $ 647 $32,568 $38,867 $ 6,690
======= ======= ====== ======= ======= =======
LIABILITIES
Mortgage Notes Payable.............. $10,716 $1,507 $22,000 $34,223 $12,390
Other Liabilities................... $ 522 416 37 631 1,606 1,352
------- ------- ------ ------- ------- -------
Total Liabilities.............. 522 11,132 1,544 22,631 35,829 13,742
------- ------- ------ ------- ------- -------
Owners' Equity (deficit)............ 2,881 (8,883) (897) 9,937 3,038 (7,052)
------- ------- ------ ------- ------- -------
Total Liabilities and Owners'
Equity............................ $ 3,403 $ 2,249 $ 647 $32,568 $38,867 $ 6,690
======= ======= ====== ======= ======= =======
Company's Equity Investments in
Unconsolidated Entities........... $ 3,093 $ 959 $ 576 $ 1,729 $ 6,357 $ 4,341
Advances to Unconsolidated
Entities.......................... 1,285 1,285 1,555
------- ------- ------ ------- ------- -------
Total Equity Investments in and
Advances to Unconsolidated
Entities.......................... $ 4,378 $ 959 $ 576 $ 1,729 $ 7,642 $ 5,896
======= ======= ====== ======= ======= =======
REVENUES
Management Fees................... $ 1,252 $ 1,252 $ 913 $ 1,063
Leasing and Development Fees...... 523 523 110 392
Property Revenues................. $ 1,841 $ 267 $ 1,597 3,705 2,104 2,077
Gain on Sale of Real Estate....... 251 251 -- --
Other Revenues.................... 769 769 761 496
Leasing/Development Cost
Reimbursements................. 2,323 2,323 2,080 1,321
------- ------- ------ ------- ------- ------- -------
Total Revenues................. 5,118 1,841 267 1,597 8,823 5,968 5,349
------- ------- ------ ------- ------- ------- -------
EXPENSES
Employee Expenses................. 5,932 5,932 4,887 4,079
Office and Other Expenses......... 1,662 1,662 1,523 1,190
Property Expenses................. 1,509 189 1,389 3,087 1,668 1,662
Depreciation and Amortization..... 246 246 266 221
------- ------- ------ ------- ------- ------- -------
Total Expenses................. 7,840 1,509 189 1,389 10,927 8,344 7,152
------- ------- ------ ------- ------- ------- -------
Excess Revenues Over Expenses....... (2,722) 332 78 208 (2,104) (2,376) (1,803)
Cost Reimbursement From Operating
Partnership....................... 2,722 2,722 2,812 2,218
------- ------- ------ ------- ------- ------- -------
Income.............................. $ -- $ 332 $ 78 $ 208 $ 618 $ 436 $ 415
======= ======= ====== ======= ======= ======= =======
Company's Share of Income........... $ -- $ 166 $ 39 $ 52 $ 257 $ 218 $ 208
======= ======= ====== ======= ======= ======= =======

The Company's share of the unconsolidated entities' income of $257, $218
and $208, for the years ended December 31, 1999, 1998, and 1997, was reduced by
$461 in 1999, and $522 in both 1998 and 1997, which

F-10
42
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

represents depreciation and amortization adjustments arising from the Company's
net basis adjustments in the unconsolidated entities' assets. These adjustments
result in a net loss of $204, $304 and $314 from unconsolidated entities' assets
for the years ending December 31, 1999, 1998 and 1997 respectively. In addition,
the Company's investment in RPT/Invest is approximately $722 lower than the net
basis in the unconsolidated entity as a result of deferring the gain on the sale
of the two properties sold to the joint venture.

5. OTHER ASSETS

Other assets at December 31 are as follows:

1999 1998
---- ----

Leasing costs.............................................. $ 8,924 $ 6,893
Prepaid expenses and other................................. 3,490 3,426
Deferred financing costs................................... 3,718 3,059
Proposed development and acquisition costs................. 5,500 3,911
------- -------
21,632 17,289
Less: accumulated amortization............................. (4,766) (3,039)
------- -------
Other assets -- net........................................ $16,866 $14,250
======= =======

6. MORTGAGES AND NOTES PAYABLE

Mortgages and notes payable at December 31 consist of the following:

1999 1998
---- ----

Fixed rate mortgages with interest rates ranging from 6.83%
to 8.50% due at various dates through 2008................ $169,192 $172,371
Floating rate mortgages at 75% of the rate of long-term
Capital A rated utility bonds, due January 1, 2010, plus
supplemental interest to equal LIBOR plus 200 basis
points. The effective rate at December 31, 1999 and 1998
was 6.96% and 7.49%, respectively......................... 7,000 7,000
Construction loan financing, with an interest rate at LIBOR
plus 250 basis points due December 2002, including renewal
option. The effective rate at December 31, 1999, was
8.67%. Maximum borrowings of $18,500...................... 15,801 --
Construction loan financing, with an interest rate at LIBOR
plus 185 basis points due June 2002, including renewal
option. The effective rate at December 31, 1999 and 1998,
was 8.00% and 7.10%, respectively. Maximum borrowings of
$14,000................................................... 11,859 5,889
Unsecured term loan, with an interest rate at LIBOR plus 275
basis points, due October 1, 2000. The effective rate at
December 31, 1999 and 1998 was 10.00% and 9.06%,
respectively.............................................. 45,000 45,000
Credit Facility, with an interest rate at LIBOR plus 162.5
basis points, due October 2000, maximum available
borrowings of $110,000. The effective rate at December 31,
1999 and 1998, was 7.60% and 7.35%, respectively.......... 88,700 97,988
-------- --------
$337,552 $328,248
======== ========

The mortgage notes and construction loans are secured by mortgages on
properties that have an approximate net book value of $338,033 as of December
31, 1999. The Credit Facility is secured by mortgages on various properties that
have an approximate net book value of $159,929 as of December 31, 1999.

F-11
43
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 1999, $110,000 of the Credit Facility was available for
borrowing, of which $88,700 was outstanding. The interest rate payable under the
Credit Facility and the unsecured term loan is between 137.5 and 162.5 basis
points over LIBOR, and between 250 and 275 basis points over LIBOR,
respectively, depending on certain debt ratios set forth in the agreements.

It is the Company's intention to extend the Credit Facility on a long-term
basis, at rates that are commercially reasonable. The Company is currently
negotiating the terms of a long-term debt agreement(s). However, there can be no
assurance that the Company will be able to refinance its indebtedness on
commercially reasonable or any other terms.

At December 31, 1999, outstanding letters of credit issued under the Credit
Facility, not reflected in the accompanying consolidated balance sheet, total
approximately $912.

The Credit Facility and the unsecured term loan contain financial covenants
relating to loan to asset value, minimum operating coverage ratios, and a
minimum equity value. As of December 31, 1999 the Company was in compliance with
the covenant terms.

The following table presents scheduled principal payments on mortgages and
notes payable as of December 31, 1999:

Year end December 31,
2000...................................................... $142,295
2001...................................................... 3,988
2002...................................................... 30,813
2003...................................................... 4,013
2004...................................................... 4,230
Thereafter................................................ 152,213
--------
Total..................................................... $337,552
========

7. LEASES

Approximate future minimum rentals under noncancelable operating leases in
effect at December 31, 1999, assuming no new or renegotiated leases nor option
extensions on lease agreements, are as follows:

Year ended December 31,
2000...................................................... $ 53,831
2001...................................................... 50,543
2002...................................................... 46,458
2003...................................................... 41,306
2004...................................................... 58,090
Thereafter................................................ 280,110
--------
Total..................................................... $530,338
========

F-12
44
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted
earnings per share (EPS) (in thousands, except share and per share data):

1999 1998 1997
---- ---- ----

Numerator:
Net Income................................................ $11,839 $ 8,658 $9,198
Preferred dividends....................................... (3,407) (1,614) (278)
--------- --------- ---------
Income available to common shareholders for basic and
dilutive EPS......................................... $ 8,432 $ 7,044 $8,920
========= ========= =========
Denominator:
Weighted-average common shares for basic EPS.............. 7,217,993 7,132,517 7,123,105
Effect of dilutive securities:
Options outstanding.................................... -- 32,097 25,257
--------- --------- ---------
Weighted-average common shares for dilutive EPS........... 7,217,993 7,164,614 7,148,362
========= ========= =========
Basic EPS................................................... $1.17 $0.99 $1.25
========= ========= =========
Diluted EPS................................................. $1.17 $0.98 $1.25
========= ========= =========

In 1999, 1998 and 1997, conversion of the Series A Preferred Shares and of
the Operating Partnership Units would have been antidilutive and, therefore,
were not considered in the computation of diluted earnings per share.

9. COMMITMENTS AND CONTINGENCIES

During the third quarter of 1994, the Company held more than 25% of the
value of its gross assets in overnight Treasury Bill reverse repurchase
transactions which the United States Internal Revenue Service (the "IRS") may
view as non-qualifying assets for the purposes of satisfying an asset
qualification test applicable to REITs, based on a Revenue Ruling published in
1977 (the "Asset Issue"). The Company has requested that the IRS enter into a
closing agreement with the Company that the Asset Issue will not impact the
Company's status as a REIT. The IRS has deferred any action relating to the
Asset Issue pending the further examination of the Company's 1991-1995 tax
returns (the "Tax Audit"). Based on developments in the law which have occurred
since 1977, the Company's Tax Counsel, Battle Fowler LLP, has rendered an
opinion that the Company's investment in Treasury Bill repurchase obligations
would not adversely affect its REIT status. However, such opinion is not binding
upon the IRS.

F-13
45
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the amount of any deficiency dividend so made. If notwithstanding the
above-described opinions of legal counsel, the IRS successfully challenged the
status of the Company as a REIT, its status could be adversely affected. If the
Company lost its status as a REIT, the Company believes that it will be able to
re-elect REIT status for the taxable year beginning January 1, 1999.

In December 1999, the Board of Trustees approved the repurchase, at
management's discretion, of up to $10 million of the Company's common stock. The
program allows the Company to repurchase its common stock from time to time in
the open market and/or in negotiated transactions.

In connection with the development and expansion of various shopping
centers as of December 31, 1999, the Company has entered into agreements for the
construction of the shopping centers of approximately $3,100.

10. SHAREHOLDERS' EQUITY

Convertible Series A Preferred Shares -- In October, 1997 the Company
entered into an agreement with certain clients advised by Morgan Stanley Asset
Management, Inc. ("MSAM"), and Kimco Realty Corporation ("Kimco") pursuant to
which such entities agreed to invest up to an aggregate of $35,000 in the
Operating Partnership. The MSAM clients and Kimco initially purchased Preferred
Operating Partnership Units which, after shareholder approval in December 1997,
were converted into the Company's Series A Convertible Preferred Shares ("Series
A Preferred Series") and, ultimately, may be converted into Common Shares. The
initial investments of $11,667 were made in October 1997. During 1998, the
Company issued 933,000 Series A Preferred Shares receiving net proceeds of
approximately $22,682.

After the closing of this transaction, the MSAM clients are required to
purchase 19.4% of the first $50,000 in a follow-on public offering of the
Company's Shares at the offering price less the underwriter's fees,

F-14
46
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

commissions, and discounts per share. Upon consummation of such public offering,
all outstanding Series A Preferred Shares will be exchanged into Common Shares
of the Company, at a conversion price of $17.50 per share, which conversion
price is subject to adjustment in certain circumstances.

The Series A Preferred Shares rank senior to the Common Shares with respect
to dividends and upon liquidation, dissolution or winding up of the Company. The
Series A Preferred Shares are entitled to receive cumulative dividends, payable
quarterly in arrears, at an annual rate equal to the greater of (i) 9.60% of the
stated value ($25.00 per share) and (ii) the dividend rate expressed as an
annual rate which is implicit in the amount of dividends actually paid with
respect to Common Shares, based on a $17.50 per share price for the Common
Shares, determined as of each quarterly dividend payment date (the "Payable
Component").

The Payable Component will be increased by an amount equal to an annual
rate of 3% under certain circumstances. The holders of Series A Preferred Shares
have the right to vote on all matters which holders of Common Shares are
entitled to vote upon on an as converted basis, as though such holders own
Common Shares. In addition, the Trust will not be permitted to engage in or
effect certain types of transactions or actions without the approval of holders
of at least 51% of the outstanding Series A Preferred Shares voting separately
as a class. The conversion price for Common Shares of $17.50 contain
anti-dilution rights and will be adjusted to reflect the effects of stock
dividends, distributions, subdivisions or combination.

The Series A Preferred Shares are subject to mandatory conversion on the
date which is the earlier of a qualified underwritten offering or the maturity
date which is on October 3, 2002. At the option of the holders, the Series A
Preferred Shares will be convertible in whole or in part into Common Shares at
the stated value plus unpaid dividends prior to the maturity date or qualified
underwritten offering date. The maturity date will be accelerated and all Series
A Preferred Shares will be redeemed in cash at the stated value plus unpaid
dividends in the event that it is determined by the IRS that it will, for any
period, deny to the Company the tax benefits associated with REIT qualification
and either or both of the following circumstances arise: (i) the Company does
not receive (within a period of 60 days of the date established by the IRS as
the date of which the deficiency dividend or other additional taxes are required
to be paid) the full indemnity payment for such loss of tax benefits that the
Company is entitled to receive from Atlantic pursuant to the Tax Agreement with
Atlantic, or (ii) counsel reasonably satisfactory to MSAM is unable to provide
to the holders of the Series A Preferred Shares affirmative advice that,
commencing not later than with the taxable year ending December 31, 1999, the
Company will, notwithstanding such determination by the IRS, be able to elect to
be qualified and taxed as a REIT under the Code, and its proposed method of
operation will enable it so to qualify for following years.

Dividend Reinvestment Plan -- The Company has a dividend reinvestment plan
that allows for participating shareholders to have their dividend distributions
automatically invested in additional shares of beneficial interest in the
Company based on the average price of the shares acquired for the distribution.

11. STOCK OPTION PLANS

1996 Share Option Plan -- In May 1996, the Company adopted the 1996 Share
Option Plan (the "Plan") to enable its employees to participate in the ownership
of the Company. The Plan was amended in June 1999 to provide for the maximum
number of common shares available for issuance under the Plan to equal 9 percent
of the total number of issued and outstanding common shares (on a fully diluted
basis assuming the exchange of all OP units and Series A Preferred Shares for
common shares), which number would equal approximately 1,095 common shares at
December 31, 1999. The Plan provides for the award of up to 1,095 stock options
to purchase common shares of beneficial interest, at the fair market value at
the date of grant, to executive officers and employees of the Company. The Plan
is administered by the independent trustee members of the Compensation Committee
of the Board of Trustees, whose members are not eligible for grants under the
Plan. Stock options granted under the Plan vest and become exercisable in
installments on

F-15
47
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

each of the first three anniversaries of the date of grant and expire ten years
after the date of grant. No more than 50,000 share options may be granted to any
one individual in any calendar year.

1997 Non-Employee Trustee Stock Option Plan -- On June 10, 1997, the
Company adopted the 1997 Non-Employee Trustee Stock Option Plan (the "Trustees'
Plan") which permits the Company to grant non-qualified options to purchase up
to 100,000 common shares of beneficial interest in the Company at the fair
market value at the date of grant. Each Non-Employee Trustee will be granted an
option to purchase 2,000 shares annually on the Company's annual meeting date,
beginning June 10, 1997. Stock options granted to participants 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.

Information relating to the 1996 Share Option Plan and the 1997
Non-Employee Trustee Stock Option Plan (the "Plans") from December 31, 1996
through December 31, 1999 is as follows:

NUMBER WEIGHTED AVERAGE
OF SHARES EXERCISE PRICE
--------- ----------------

Outstanding at December 31, 1996..................... 183,200 $16.04
Granted.............................................. 92,813 17.69
Exercised............................................ -- --
Cancelled or forfeited............................... (3,051) 16.56
------- ------
Outstanding at December 31, 1997..................... 272,962 $16.60
Granted.............................................. 243,500 16.91
Exercised............................................ (533) 16.56
Cancelled or expired................................. (4,826) 17.08
------- ------
Outstanding at December 31, 1998..................... 511,103 $16.74
Granted.............................................. 24,000 16.38
Cancelled or expired................................. (15,779) 17.23
------- ------
Outstanding at December 31, 1999..................... 519,324 $16.71
======= ======
Shares exercisable at December 31, 1997.............. 60,050 $16.03
======= ======
Shares exercisable at December 31, 1998.............. 151,152 $16.39
======= ======
Shares exercisable at December 31, 1999.............. 318,119 $16.58
======= ======

At December 31, 1999, the range of exercise prices and weighted average
remaining contractual life of outstanding options was $15.44 -- $21.63, and 7.7
years.

The fair value of options granted during 1999, 1998 and 1997 was estimated
to be negligible on the date of grant. All options granted were non-qualified
share options. This was determined using the Black-Scholes option pricing model
with the following weighted average assumptions used:

1999 1998 1997
---- ---- ----

Risk-free interest rate.................................. 5.7% 4.8% 6.4%
Dividend yield........................................... 11.2% 10.8% 9.2%
Volatility............................................... 17.3% 17.3% 15.8%
Weighted average expected life........................... 5.0 5.0 5.0

The Company accounts for the Plans in accordance with Accounting Principles
Board Opinion No. 25 under which no compensation cost has been recognized for
stock option awards. There would be no material difference if compensation cost
had been calculated consistent with the provisions of Statement of Financial
Standards No. 123, "Accounting for Stock Based Compensation."

F-16
48
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. FINANCIAL INSTRUMENTS

Statements of Financial Accounting Standards No. 107 requires disclosure
about fair value of all financial instruments. The carrying values of cash and
cash equivalents, receivables, accounts payable and accrued expenses are
reasonable estimates of their fair values because of the short maturity of these
financial instruments. As of December 31, 1999 and 1998 the mortgages and notes
payable amounts are also a reasonable estimate of their fair value because their
interest rates approximate the current borrowing rates available to the Company.

The fair value of the Company's interest rate protection agreement
represents the estimated amount the Company would receive or pay to terminate
the agreement at December 31, 1999 and 1998. The fair value of this agreement
was $292 at December 31, 1999 and ($1,087) at December 31, 1998

13. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table sets forth the quarterly results of operations for the
years ended December 31, 1999 and 1998 (in thousands, except per share amounts):

EARNINGS PER SHARE
-------------------
REVENUES NET INCOME BASIC DILUTED
-------- ---------- ----- ---------

1999
Quarter ended:
March 31 $21,773 $2,809 $0.27 $0.27
June 30 20,760 2,525 0.23 0.23
September 30 21,094 2,678 0.25 0.25
December 31 21,646 3,827 0.41 0.41
1998
Quarter ended:
March 31 $18,444 $2,003 $0.24 $0.24
June 30 18,261 2,079 0.25 0.25
September 30 18,963 1,995 0.23 0.23
December 31 21,087 2,581 0.26 0.26

F-17
49

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14. REAL ESTATE ASSETS

Net Investment in Real Estate Assets at December 31, 1999

INITIAL COST
TO COMPANY
----------------------
YEAR YEAR YEAR BUILDING &
PROPERTY LOCATION CONSTRUCTED(A) ACQUIRED RENOVATED LAND IMPROVEMENTS
-------- -------- -------------- -------- --------- ------- ------------

ALABAMA
Athens Town Center............. Athens, AL 1997 $ 854 $ 7,695
Cox Creek Plaza................ Florence, AL 1997 589 5,336
FLORIDA
Crestview Corners.............. Crestview, FL 1997 400 3,602
Lantana Plaza.................. Lantana, FL 1993 2,590 2,600
Naples Towne Center............ Naples, FL 1983 1996 218 1,964
Pelican Plaza.................. Osprey, FL 1997 710 6,404
Shoppes of Lakeland............ Lakeland, FL 1996 1,279 11,543
Southbay Fashion Center........ Sarasota, FL 1998 597 5,355
Sunshine Plaza................. Tamarac, FL 1991 1998 1,748 7,452
Village Lakes.................. Land O' Lakes, FL 1997 862 7,768
GEORGIA
Conyers Crossing............... Conyers, GA 1998 729 6,562
Holcomb Center................. Alpharetta, GA 1996 658 5,953
Indian Hills................... Calhoun, GA 1997 706 6,355
Mays Crossing.................. Stockbridge, GA 1997 725 6,532
MARYLAND
Crofton Plaza.................. Crofton, MD 1991 3,201 6,499
MICHIGAN
Auburn Mile.................... Auburn Hills, MI 1999 1999 17,015 0
Clinton Valley Mall............ Sterling Heights, MI 1979 1996 1999 1,101 9,910
Clinton Valley Strip Center.... Sterling Heights, MI 1979 1996 399 3,588
Eastridge Commons.............. Flint, MI 1990 1996 1997 1,086 9,775
Edgewood Towne Center.......... Lansing, MI 1990 1996 1992 665 5,981
Ferndale Plaza................. Ferndale, MI 1984 1996 265 2,388
Fraser Shopping Center......... Fraser, MI 1996 363 3,263
Jackson Crossing............... Jackson, MI 1996 1996 2,249 20,237
Jackson West................... Jackson, MI 1996 1996 1999 2,806 6,270
Lake Orion Plaza............... Lake Orion, MI 1977 1996 470 4,234
Madison Center................. Madison Heights, MI 1997 1999 817 7,366
New Towne Plaza................ Canton, MI 1976 1996 1998 817 7,354
Oak Brook Square............... Flint, MI 1996 955 8,591
Roseville Plaza................ Roseville, MI 1996 1994 1,466 13,195
Southfield Plaza............... Southfield, MI 1996 1999 1,121 10,090
Taylor Plaza................... Taylor, MI 1996 400 1,930
Tel-Twelve Mall................ Southfield, MI 1968 1996 1996 4,777 43,181
West Oaks I.................... Novi, MI 1981 1996 1997-98 0 6,304
West Oaks II................... Novi, MI 1987 1996 1999 1,391 12,519
Whitelake Marketplace.......... Whitelake Township, MI 1999 1998 2,965 0
NORTH CAROLINA
Hickory Corners................ Hickory, NC 1997 1999 798 7,192
Holly Springs Plaza............ Franklin, NC 1997 829 7,470
Ridgeview Crossing............. Elkin, NC 1997 1,054 9,494

GROSS COST AT
END OF PERIOD(B)
SUBSEQUENT ----------------------
CAPITALIZED BUILDING & ACCUMULATED
PROPERTY COSTS LAND IMPROVEMENTS TOTAL DEPRECIATION(C) ENCUMBRANCES
-------- ----------- ------- ------------ -------- --------------- ------------

ALABAMA
Athens Town Center............. $ 15 $ 854 $ 7,710 $ 8,564 $ 418 (d)
Cox Creek Plaza................ 37 589 5,373 5,962 291 (d)
FLORIDA
Crestview Corners.............. 11 400 3,613 4,013 196 (d)
Lantana Plaza.................. 712 2,590 3,312 5,902 550 (d)
Naples Towne Center............ 19 218 1,983 2,201 185 (d)
Pelican Plaza.................. 79 710 6,483 7,193 399 (d)
Shoppes of Lakeland............ 122 1,279 11,665 12,944 945 (d)
Southbay Fashion Center........ 84 597 5,439 6,036 222 (d)
Sunshine Plaza................. 3,362 1,748 10,814 12,562 1,703 (d)
Village Lakes.................. 43 862 7,811 8,673 392 (d)
GEORGIA
Conyers Crossing............... 259 729 6,821 7,550 219
Holcomb Center................. 73 658 6,026 6,684 472 (d)
Indian Hills................... 43 706 6,398 7,104 346 (d)
Mays Crossing.................. 40 725 6,572 7,297 357 (d)
MARYLAND
Crofton Plaza.................. 1,111 3,201 7,610 10,811 1,582 (d)
MICHIGAN
Auburn Mile.................... 7,092 17,015 7,092 24,107 0 15,801
Clinton Valley Mall............ 1,646 1,101 11,556 12,657 952 (e)
Clinton Valley Strip Center.... 136 399 3,724 4,123 345 (d)
Eastridge Commons.............. 2,053 1,086 11,828 12,914 1,198 (e)
Edgewood Towne Center.......... 19 665 6,000 6,665 551 (d)
Ferndale Plaza................. 13 265 2,401 2,666 226 (d)
Fraser Shopping Center......... 134 363 3,397 3,760 341 (e)
Jackson Crossing............... 4,933 2,249 25,170 27,419 2,172 (e)
Jackson West................... 6,215 2,806 12,485 15,291 1,056 8,107
Lake Orion Plaza............... 79 470 4,313 4,783 401 (e)
Madison Center................. 342 817 7,708 8,525 492 (d)
New Towne Plaza................ 1,498 817 8,852 9,669 736 (e)
Oak Brook Square............... 270 955 8,861 9,816 797 7,000
Roseville Plaza................ 726 1,466 13,921 15,387 1,309 (e)
Southfield Plaza............... 1,274 1,121 11,364 12,485 963 (e)
Taylor Plaza................... 15 400 1,945 2,345 168 (d)
Tel-Twelve Mall................ 2,622 4,777 45,803 50,580 4,291 (e)
West Oaks I.................... 2,733 0 9,037 9,037 719 4,155
West Oaks II................... 3,938 1,391 16,457 17,848 1,196 7,074
Whitelake Marketplace.......... 9,830 2,965 9,830 12,795 11 11,859
NORTH CAROLINA
Hickory Corners................ 36 798 7,228 8,026 392 (d)
Holly Springs Plaza............ 7 829 7,477 8,306 406 (d)
Ridgeview Crossing............. 14 1,054 9,508 10,562 516 (e)

F-18
50

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

OHIO
Office Max Center................... Toledo, OH 1994 1996 227 2,042
Spring Meadows Place................ Springfield Twp, OH 1987 1996 1997 1,662 14,959
Troy Towne Center................... Troy, OH 1990 1996 1996 930 8,372
SOUTH CAROLINA
Edgewood Square..................... North Augusta, SC 1997 1,358 12,229
Taylors Square...................... Greenville, SC 1997 1,581 14,237
TENNESSEE
Cumberland Gallery.................. New Tazewell, TN 1997 327 2,944
Highland Square..................... Crossville, TN 1997 913 8,189
Northwest Crossing.................. Knoxville, TN 1997 1,284 11,566
Northwest Crossing II............... Knoxville, TN 1999 1999 570 0
Stonegate Plaza..................... Kingsport, TN 1997 606 5,454
Tellico Plaza....................... Lenoir City, TN 1997 611 5,510
VIRGINIA
Aquia Towne Center.................. Stafford County, VA 1998 2,187 19,776
WISCONSIN
West Allis Towne Centre............. West Allis, WI 1987 1996 1,866 16,789
------- --------
Totals $73,797 $414,019
======= ========

OHIO
Office Max Center................... 0 227 2,042 2,269 187 (d)
Spring Meadows Place................ 743 1,662 15,702 17,364 1,478 6,171
Troy Towne Center................... 953 930 9,325 10,255 861 (e)
SOUTH CAROLINA
Edgewood Square..................... 12 1,358 12,241 13,599 664 (d)
Taylors Square...................... 15 1,581 14,252 15,833 772 (e)
TENNESSEE
Cumberland Gallery.................. 9 327 2,953 3,280 160 (d)
Highland Square..................... 5 913 8,194 9,107 444 5,284
Northwest Crossing.................. 24 1,284 11,590 12,874 629 (e)
Northwest Crossing II............... 1,605 570 1,605 2,175 5
Stonegate Plaza..................... 3 606 5,457 6,063 296 (e)
Tellico Plaza....................... 5 611 5,515 6,126 299 (d)
VIRGINIA
Aquia Towne Center.................. 111 2,187 19,887 22,074 641 14,975
WISCONSIN
West Allis Towne Centre............. 19 1,866 16,808 18,674 1,541 (e)
------- ------- -------- -------- -------
$55,139 $73,797 $469,158 $542,955 $35,492
======= ======= ======== ======== =======

- -------------------------
(a) If prior to May 1996, constructed by a predecessor of the Company

(b) The aggregate cost of land and buildings and improvements for federal
income tax purposes is approximately $408 million.

(d) The property is pledged as collateral on the secured line of credit.

(e) The property is pledged as collateral on secured mortgages.

The changes in real estate assets and accumulated depreciation for the years
ended December 31, 1999, and 1998 are as follows:

REAL ESTATE ASSETS 1999 1998
------------------ ---- ----

Balance at beginning of period.............. $535,980 $473,213
Land Development/Acquisitions............... 18,135 $ 46,910
Capital Improvements........................ 25,041 15,857
Sale of Assets.............................. (36,201) 0
-------- --------
Balance at end of period.................... $542,955 $535,980
======== ========

ACCUMULATED DEPRECIATION 1999 1998
------------------------ ---- ----

Balance at beginning of period................ $26,136 $14,919
Sales/Retirements............................. (2,752) --
Depreciation.................................. 12,108 11,217
------- -------
Balance at end of period...................... $35,492 $26,136
======= =======

F-19
51

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION
- ------- -----------

21.1 Subsidiaries
23.1 Independent Auditors Consent
27 Financial Data Schedule