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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, 2000

[ ]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 incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Aggregate market value of the voting shares held by non-affiliates of the
registrant as of February 28, 2001: approximately $102,539,000.

Approximately 7,120,793 Common Shares of Beneficial Interest of the
registrant were outstanding as of February 28, 2001.

DOCUMENT INCORPORATED BY REFERENCE: Portions of the 2001 Ramco-Gershenson
Properties Trust Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days after the end of the year covered by this Form 10-K
with respect to the annual meeting of shareholders to be held on June 13, 2001
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........................................... 13
4. Submission of Matters to a Vote of Security Holders......... 13
PART II 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 14
6. Selected Financial Data..................................... 16
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 18
7A. Quantities and Qualitative Disclosures About Market Risk.... 25
8. Financial Statements and Supplementary Data................. 25
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 25
PART III 10. Directors and Executive Officers of the Registrant.......... 26
11. Executive Compensation...................................... 26
12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 26
13. Certain Relationships and Related Transactions.............. 26
PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K......................................................... 27
32
SIGNATURES.....................................................................

1
3

PART I

ITEM 1. BUSINESS.

GENERAL

Ramco-Gershenson Properties Trust (the "Company") is a Maryland real estate
investment trust organized pursuant to Articles of Amendment and Restatement of
Declaration of Trust dated October 2, 1997.

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. The Company is the
successor entity to Ramco-Gershenson Properties Trust (the "Massachusetts
Trust") a Massachusetts business trust. 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
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.

RPS Realty Trust, a Massachusetts business trust, was formed on June 21,
1988 to be a diversified growth oriented 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.

In May 1996, RPS Realty Trust (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 its 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,
2000, the Company had a portfolio of 56 shopping centers, with more than
11,700,000 square feet of gross leasable area ("GLA"), 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, 44 community
centers, 7 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 customer traffic for the mall
stores. At many regional enclosed malls, freestanding stores are located along
the perimeter of the parking area.

2
4

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 development of new shopping center
properties, the acquisition of shopping center properties and through the
expansion and redevelopment of existing properties and the acquisition of
shopping center properties through one or more joint venture entities. Since
December 31, 1998, the Company's has engaged in the sale of mature properties,
which have less potential for growth, and the redeployment of the proceeds of
those sales to fund acquisition, development and redevelopment activities, to
repay variable rate debt and to repurchase outstanding shares. Since December
31, 1998, a total of four shopping centers and two parcels of land have been
sold for an aggregate amount of $39,819.

Ramco performs all property management functions for the properties it
owns. At December 31, 2000, Ramco had 125 full-time employees devoted
exclusively to property management, including personnel on-site at its
properties. Property management efforts are directed toward improving tenant
sales and rents by continually repositioning the centers. In addition to routine
property maintenance, 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.
During 2000, the Company invested $100,000 for a 10 percent interest in a joint
venture, Rossford Development LLC. This joint venture will construct and own
Crossroads Center development project. Similar joint ventures may be entered
into in the future. 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.

3
5

DEVELOPMENTS AND EXPANSIONS

In September 2000, the Company substantially completed construction of its
Auburn Mile development, a 650,000 square foot shopping center located in Auburn
Hills, Michigan. Anchor tenants include Meijer, Target and JoAnn etc.

In June 2000, the Company began construction on its most current
development, Crossroads Centre, a 650,000 square foot shopping center located in
Rossford, Ohio, a suburb of Toledo. Anchor tenants include Home Depot, Target
and Giant Eagle. The center is expected to be completed during the third quarter
of 2001. In September 2000, the Company sold this development project to a 10
percent owned joint venture, Rossford Development LLC.

During 2000, the Company completed redevelopment projects aggregating
approximately 220,000 square feet at a total cost of approximately $12,400,000
at five of its shopping centers. The Company is currently expanding or
redeveloping three 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 4.7% of the Company owned GLA will expire in 2001. If
the Company were unable to promptly relet or renew the leases for all or a
substantial portion of this space , 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
4
6

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 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 $46.8 million in
combined taxes, penalties and interest through March 31, 2001. 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
$48.2 million as of March 31, 2001.

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 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.

6
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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, 2000(1) OWNED GLA
----- ---------- -------------------- ----------

Michigan.............................. 22 $30,428,122 4,421,479
Florida............................... 9 7,241,415 1,280,091
Tennessee............................. 6 4,454,688 806,590
Georgia............................... 4 3,071,582 547,331
Ohio.................................. 3 3,152,788 375,858
North Carolina........................ 3 3,262,377 544,627
South Carolina........................ 2 2,534,444 471,688
New Jersey............................ 1 2,658,454 224,163
Wisconsin............................. 2 4,000,487 538,413
Virginia.............................. 1 2,492,564 240,042
Alabama............................... 2 1,714,079 342,263
Maryland.............................. 1 1,266,936 250,016
-- ----------- ----------
Total....................... 56 $66,277,936 10,042,561
== =========== ==========

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 three properties owned by RPT/ INVEST, LLC, a 25% owned joint
venture entity, all of the properties are 100% owned by the Operating
Partnership or its subsidiaries. These five partially owned 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, 2000(1) OWNED GLA
-------------- ---------- -------------------- ----------

Community centers..................... 44 $46,092,846 7,178,734
Power centers......................... 7 11,717,753 1,666,245
Enclosed regional malls............... 2 7,722,074 1,028,778
Single tenant properties.............. 3 745,263 168,804
-- ----------- ----------
Total....................... 56 $66,277,936 10,042,561
== =========== ==========

- -------------------------
(1) "Annualized Base Rental Revenue" is equal to December 2000 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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9

RAMCO-GERSHENSON PROPERTIES TRUST
PROPERTY SCHEDULE

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

ALABAMA
Athens Town Center....................... Athens, AL Community Center 1997/NA 128,747
Cox Creek Plaza.......................... Florence, AL Community Center 1997/2000 92,901
FLORIDA
Crestview Corners........................ Crestview, FL Community Center 1997/1993 79,603
Lantana Plaza............................ Lantana, FL Community Center 1993/NA 40,275
Naples Towne Centre...................... Naples, FL Community Center 1983/NA 104,577 21,000
Pelican Plaza............................ Sarasota, FL Community Center 1997/NA 35,768
Rivertowne Square(6)..................... Deerfield Beach, FL Community Center 1998/NA 70,948
Shoppes of Lakeland...................... Lakeland, FL Power Center 1996/NA 200,792
Southbay Fashion Center.................. Osprey, FL Community Center 1998/NA 31,700
Sunshine Plaza........................... Tamarac, FL Community Center 1991/1998 156,052
Village Lakes Shopping Center............ Land O' Lakes, FL Community Center 1997/NA 125,141
GEORGIA
Conyers Crossing......................... Conyers, GA Community Center 1998/NA 138,915
Holcomb Center........................... Alpharetta, GA Community Center 1996/NA 39,668
Indian Hills............................. Calhoun, GA Community Center 1997/NA 97,930
Mays Crossing............................ Stockbridge, GA Community Center 1997/1986 100,183
MARYLAND
Crofton Plaza............................ Crofton, MD Community Center 1991/NA 181,039

% OF
TOTAL
COMPANY COMPANY
% OF OWNED OWNED
COMPANY TOTAL TOTAL TOTAL GLA GLA
OWNED SHOPPING COMPANY COMPANY LEASED LEASED
TENANT CENTER OWNED OWNED AS OF AS OF
PROPERTY GLA GLA GLA GLA 12/31/00 12/31/00
-------- ------- -------- ------- ------- -------- --------

ALABAMA
Athens Town Center....................... 80,815 209,562 209,562 2.1% 183,891 87.8%

Cox Creek Plaza.......................... 39,800 132,701 132,701 1.3% 111,651 84.1%

FLORIDA
Crestview Corners........................ 32,015 111,618 111,618 1.1% 106,818 95.7%

Lantana Plaza............................ 76,022 116,297 116,297 1.1% 94,047 80.9%
Naples Towne Centre...................... 23,152 148,729 44,152 0.4% 42,152 95.5%

Pelican Plaza............................ 70,105 105,873 105,873 1.1% 102,538 96.8%
Rivertowne Square(6)..................... 65,699 136,647 136,647 1.4% 127,200 93.1%

Shoppes of Lakeland...................... 48,000 248,792 248,792 2.5% 240,792 96.8%

Southbay Fashion Center.................. 64,990 96,690 96,690 1.0% 83,385 86.2%

Sunshine Plaza........................... 77,494 233,546 233,546 2.3% 176,578 75.6%

Village Lakes Shopping Center............ 61,335 186,476 186,476 1.9% 186,476 100.0%

GEORGIA
Conyers Crossing......................... 31,560 170,475 170,475 1.7% 159,035 93.3%

Holcomb Center........................... 66,835 106,503 106,503 1.1% 94,309 88.6%
Indian Hills............................. 35,200 133,130 133,130 1.3% 127,530 95.8%

Mays Crossing............................ 37,040 137,223 137,223 1.4% 127,623 93.0%

MARYLAND
Crofton Plaza............................ 68,977 250,016 250,016 2.5% 236,016 94.4%

PROPERTY ANCHORS
-------- -------

ALABAMA
Athens Town Center....................... Bruno's Food World
Wal-Mart(4)
Cox Creek Plaza.......................... Goody's
Old Navy
Toys 'R Us
FLORIDA
Crestview Corners........................ Fleming Foods
Wal-Mart(4)
Lantana Plaza............................ Publix
Naples Towne Centre...................... Florida Food & Drug(1)
Kmart(1)
Pelican Plaza............................ Linens 'N Things
Rivertowne Square(6)..................... Office Depot
Winn-Dixie
Shoppes of Lakeland...................... Kmart(7)
Montgomery Ward
Service Merchandise
Southbay Fashion Center.................. Jacobson's
Ethan Allen
Eckerd Drugs
Sunshine Plaza........................... Old Time Pottery
Publix
Village Lakes Shopping Center............ Kash 'N Karry Food Store
Wal-Mart
GEORGIA
Conyers Crossing......................... Hobby Lobby
Kmart
Holcomb Center........................... A & P(5)
Indian Hills............................. Ingles Grocery
Wal-Mart(4)
Mays Crossing............................ Ingles Grocery(5)
Wal-Mart(4)
MARYLAND
Crofton Plaza............................ Basic's Supermarket
Kmart

8
10

MICHIGAN
Auburn Mile.............................. Auburn Hills, MI Power Center 2000/NA 45,520 532,159
Clinton Valley Mall...................... Sterling Heights, Community Center 1979/1999 73,861
MI
Clinton Valley Strip..................... Sterling Heights, Community Center 1979/NA 50,000 0
MI
Eastridge Commons........................ Flint, MI Community Center 1990/1997 101,909 124,203
Edgewood Towne Center.................... Lansing, MI Power Center 1990/1992 209,272 23,524
Ferndale Plaza........................... Ferndale, MI Community Center 1984/NA 0
Fraser Shopping Center................... Fraser, MI Community Center 1983/NA 52,784
Jackson Crossing......................... Jackson, MI Regional Mall 1990/2000 254,243 171,037
Jackson West............................. Jackson, MI Community Center 1996/1999 194,484
Kentwood Towne Center(2)................. Kentwood, MI Power Center 1989/NA 101,909 122,390
Lake Orion Plaza......................... Lake Orion, MI Community Center 1977/NA 114,574
Madison Center........................... Madison Heights, MI Community Center 1997/2000 167,830
New Towne Plaza.......................... Canton, MI Community Center 1976/1998 91,122
Oakbrook Square.......................... Flint, MI Community Center 1989/NA 57,160
Roseville Plaza.......................... Roseville, MI Community Center 1983/1994 211,166
Southfield Plaza......................... Southfield, MI Community Center 1983/1999 128,358
Southfield Plaza Expansion(2)............ Southfield, MI Community Center 1985/NA 0
Taylor Plaza............................. Taylor, MI Single Tenant Retail 1996/NA 122,374
Tel-Twelve Mall.......................... Southfield, MI Regional Mall 1983/1997 463,014
West Oaks I.............................. Novi, MI Power Center 1981/1998 226,839
West Oaks II............................. Novi, MI Power Center 1987/2000 220,097 90,753

MICHIGAN
Auburn Mile.............................. 3,314 580,993 535,473 5.3% 535,473 100%

Clinton Valley Mall...................... 79,337 153,198 153,198 1.5% 74,448 48.6%

Clinton Valley Strip..................... 44,360 94,360 44,360 0.4% 40,730 91.8%

Eastridge Commons........................ 45,637 271,749 169,840 1.7% 166,725 98.2%

Edgewood Towne Center.................... 66,193 298,989 89,717 0.9% 89,717 100.0%

Ferndale Plaza........................... 30,916 30,916 30,916 0.3% 27,431 88.7%
Fraser Shopping Center................... 23,915 76,699 76,699 0.8% 71,735 93.5%

Jackson Crossing......................... 214,600 639,880 385,637 3.8% 359,578 93.2%

Jackson West............................. 15,837 210,321 210,321 2.1% 210,321 100.0%

Kentwood Towne Center(2)................. 61,265 285,564 183,655 1.8% 181,655 98.9%

Lake Orion Plaza......................... 14,878 129,452 129,452 1.3% 129,452 100.0%

Madison Center........................... 58,908 226,738 226,738 2.3% 217,588 96.0%

New Towne Plaza.......................... 80,668 171,790 171,790 1.7% 169,290 98.5%
Oakbrook Square.......................... 83,057 140,217 140,217 1.4% 127,242 90.7%

Roseville Plaza.......................... 87,945 299,111 299,111 3.0% 280,883 93.9%

Southfield Plaza......................... 37,660 166,018 166,018 1.7% 152,113 91.6%

Southfield Plaza Expansion(2)............ 19,400 19,400 19,400 0.2% 17,600 90.7%
Taylor Plaza............................. 0 122,374 122,374 1.2% 122,374 100.0%
Tel-Twelve Mall.......................... 180,127 643,141 643,141 6.4% 565,430 87.9%

West Oaks I.............................. 15,324 242,163 242,163 2.4% 242,163 100.0%

West Oaks II............................. 77,201 388,051 167,954 1.7% 165,704 98.7%

PROPERTY ANCHORS
-------- -------

MICHIGAN
Auburn Mile.............................. Best Buy(1)
Costco
Jo-Ann Etc.
Meijer
Target
Clinton Valley Mall...................... Office Depot

Clinton Valley Strip..................... Service Merchandise(1)

Eastridge Commons........................ Farmer Jack
Staples
Target(1)
TJ Maxx
Edgewood Towne Center.................... OfficeMax
Sam's Club(1)
Target(1)
Ferndale Plaza........................... Old Navy
Fraser Shopping Center................... Oakridge Market
Rite-Aid
Jackson Crossing......................... Best Buy
Kohl's Department Store
Sears(1)
Target(1)
Toys 'R Us
Jackson West............................. Circuit City
Lowe's
OfficeMax
Michaels
Kentwood Towne Center(2)................. Kmart(7)
OfficeMax
Target(1)
Lake Orion Plaza......................... Farmer Jack (A&P)
Kmart
Madison Center........................... Dunham's
Kmart
New Towne Plaza.......................... Kohl's Department Store
Oakbrook Square.......................... Kids 'R Us
TJ Maxx
Roseville Plaza.......................... Marshall's
Service Merchandise
Wal-Mart
Southfield Plaza......................... Burlington Coat Factory
Marshall's
F & M Drugs
Southfield Plaza Expansion(2)............ None
Taylor Plaza............................. Kmart
Tel-Twelve Mall.......................... Circuit City
Kmart
Media Play
Montgomery Ward
Office Depot
West Oaks I.............................. Circuit City
Designer Shoe Warehouse
Kmart (land lease)(1)
OfficeMax
Service Merchandise
West Oaks II............................. Kmart(7)
Kids 'R Us(1)
Kohl's Department
Store(1)
Marshall's
JoAnne etc.
Toys 'R Us(1)

9
11

White Lake MarketPlace(8)................ White Lake, MI Community Center 1999 129,642 189,107
NEW JERSEY
Chester Springs(6)....................... Chester, NJ Community Center 1994/1999 81,760
NORTH CAROLINA
Hickory Corners.......................... Hickory, NC Community Center 1997/1999 118,402
Holly Springs Plaza...................... Franklin, NC Community Center 1997/1992 124,484
Ridgeview Crossing....................... Elkin, NC Community Center 1997/1995 168,659
OHIO
OfficeMax Center......................... Toledo, OH Single Tenant Retail 1994/NA 22,930
Spring Meadows Place..................... Holland, OH Power Center 1987/1997 275,372 54,071
Troy Towne Center........................ Troy, OH Community Center 1990/1996 90,921 85,000
SOUTH CAROLINA
Edgewood Square.......................... North Augusta, SC Community Center 1997/1995 207,829
Taylors Square........................... Greenville, SC Community Center 1997/1995 209,724
TENNESSEE
Cumberland Gallery....................... New Tazewell, TN Community Center 1997/NA 73,304
Highland Square.......................... Crossville, TN Community Center 1997/NA 131,126
Northwest Crossing....................... Knoxville, TN Community Center 1997/1995 217,443
Northwest Crossing II.................... Knoxville, TN Single Tenant 1999 23,500
Stonegate Plaza.......................... Kingsport, TN Community Center 1997/1993 127,042
Tellico Plaza............................ Lenoir City, TN Community Center 1997/NA 94,805
VIRGINIA
Aquia Towne Center....................... Stafford, VA Community Center 1998/NA 77,438

White Lake MarketPlace(8)................ 24,198 342,947 213,305 2.1% 213,305 100.0%

NEW JERSEY
Chester Springs(6)....................... 142,403 224,163 224,163 2.2% 222,337 99.2%

NORTH CAROLINA
Hickory Corners.......................... 59,117 177,519 177,519 1.8% 177,519 100.0%

Holly Springs Plaza...................... 31,100 155,584 155,584 1.5% 154,384 99.2%

Ridgeview Crossing....................... 42,865 211,524 211,524 2.1% 211,524 100.0%

OHIO
OfficeMax Center......................... 0 22,930 22,930 0.2% 22,930 100.0%
Spring Meadows Place..................... 144,420 473,863 198,491 2.0% 161,129 81.2%

Troy Towne Center........................ 69,437 245,358 154,437 1.5% 129,237 83.7%

SOUTH CAROLINA
Edgewood Square.......................... 20,375 228,204 228,204 2.3% 222,029 97.3%

Taylors Square........................... 33,760 243,484 243,484 2.4% 205,384 84.4%

TENNESSEE
Cumberland Gallery....................... 24,851 98,155 98,155 1.0% 96,955 98.8%

Highland Square.......................... 40,420 171,546 171,546 1.7% 160,526 93.6%

Northwest Crossing....................... 43,264 260,707 260,707 2.6% 259,207 99.4%

Northwest Crossing II.................... 0 23,500 23,500 0.2% 23,500 100.0%
Stonegate Plaza.......................... 11,448 138,490 138,490 1.4% 138,490 100.0%

Tellico Plaza............................ 19,387 114,192 114,192 1.1% 114,192 100.0%

VIRGINIA
Aquia Towne Center....................... 162,604 240,042 240,042 2.4% 227,842 94.9%

PROPERTY ANCHORS
-------- -------

White Lake MarketPlace(8)................ Home Depot
Farmer Jack
OfficeMax
Wal-Mart(1)
NEW JERSEY
Chester Springs(6)....................... Shop-Rite Supermarket
Staples
NORTH CAROLINA
Hickory Corners.......................... Food Lion Grocery
OfficeMax
Wal-Mart(4)
Holly Springs Plaza...................... Ingles Grocery
Wal-Mart
Ridgeview Crossing....................... Belk Department Store
Ingles Grocery
Wal-Mart
OHIO
OfficeMax Center......................... OfficeMax
Spring Meadows Place..................... Dick's Sporting Goods(1)
Kroger(1)
OfficeMax
Service Merchandise(1)
Target(1)
TJ Maxx
Troy Towne Center........................ County Market(5)
Sears Hardware
Wal-Mart(1)
SOUTH CAROLINA
Edgewood Square.......................... Bi-Lo Grocery
Goody's Family Clothing
Wal-Mart
Taylors Square........................... Wal-Mart
Tags(5)
TENNESSEE
Cumberland Gallery....................... Ingles Grocery
Wal-Mart
Highland Square.......................... Kroger
Wal-Mart(4)
Northwest Crossing....................... Goody's Family Clothing
Ingles Grocery
Wal-Mart
Northwest Crossing II.................... OfficeMax
Stonegate Plaza.......................... Food Lion Grocery
Wal-Mart
Tellico Plaza............................ Bi-Lo Grocery
Wal-Mart(4)
VIRGINIA
Aquia Towne Center....................... Big Lots
Shoppers Food Warehouse

10
12

WISCONSIN
East Town Plaza(6)....................... Madison, WI Community Center 1992/1999 132,995 144,685
West Allis Town Centre................... West Allis, WI Community Center 1987/NA 216,474
--------- ---------
Total............................. 1,716,457 6,876,077
========= =========

WISCONSIN
East Town Plaza(6)....................... 64,274 341,954 208,959 2.1% 199,509 95.5%
West Allis Town Centre................... 112,980 329,454 329,454 3.3% 325,454 98.8%
--------- ---------- --------- ----- --------- -----
Total............................. 3,166,484 11,759,018 10,042,561 100.0% 9,413,146 93.7%
========= ========== ========= ===== ========= =====

PROPERTY ANCHORS
-------- -------

WISCONSIN
East Town Plaza(6)....................... Borders
Burlington
Jo-Ann
Marshalls
Shopco(1)
Toys 'R Us(1)
West Allis Town Centre................... Kmart(7)
Kmart
Kohl's
Supermarket/(A&P)(5)
Total.............................

- -------------------------
(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) 25% joint interest
(7) Builder's Square leases which are guaranteed by Kmart
(8) This property was sold to a third party, subsequent to December 31, 2000

11
13

TENANT INFORMATION

The following table sets forth, as of December 31, 2000, 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 $6,093,288 9.19% 1,467,930 14.62%
Kmart.................................. 11 4,274,075 6.45% 1,083,846 10.79%
OfficeMax.............................. 9 2,295,359 3.46% 208,811 2.08%
A&P/Farmer Jack........................ 5 2,292,051 3.46% 246,141 2.45%
JoAnn Fabric........................... 6 1,430,021 2.16% 153,780 1.53%
Circuit City........................... 3 1,418,639 2.14% 100,439 1.00%
TJ Maxx/Marshalls...................... 7 1,335,543 2.02% 199,406 1.99%

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

(1) "Annualized Base Rental Revenue" is equal to December 2000 base rental
revenue multiplied by 12.

Approximately 506,000 square feet of GLA at seven of the Company's shopping
centers is leased to Wal-Mart, but not currently occupied by Wal-Mart, although
Wal-Mart remains obligated under the respective lease agreements. The leases for
the seven Wal-Mart properties expire between 2004 and 2009. Wal-Mart has entered
into various subleases, with sub-tenants currently occupying approximately
365,000 of the 506,000 square feet of GLA.

On December 28, 2000, Montgomery Ward ("Wards"), a tenant at two of the
Company's properties, Tel-Twelve Mall and Shoppes of Lakeland, filed for
protection under Chapter 11 of the Bankruptcy Code. Wards has announced that it
will liquidate all assets including the disposition of their leasehold
interests. This liquidation may result in an alternative tenant assuming the
obligations of the lease and operating in lieu of Wards. On an annual basis,
Wards pays approximately $840,000 in base rent and operating and real estate tax
expense reimbursement for the two properties.

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, 2000:

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

Anchor..................................... $36,691,694 55.4% 6,692,608 66.6%
Retail (non-anchor)........................ 29,586,242 44.6% 2,720,538 27.1%
Available.................................. -- -- 629,415 6.3%
----------- ----- ---------- -----
Total............................ $66,277,936 100.0% 10,042,561 100.0%
=========== ===== ========== =====

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

(1) "Annualized Base Rental Revenue" is equal to December 2000 base rental
revenue multiplied by 12.

12
14

The following table sets forth as of December 31, 2000, the total GLA
leased to national, regional and local tenants, in the aggregate, of the
Company's properties.

National.................................... $44,589,628 67.3% 6,616,939 70.3%
Local....................................... 13,857,482 20.9% 1,463,783 15.6%
Regional.................................... 7,830,825 11.8% 1,332.425 14.1%
----------- ----- --------- -----
Total............................. $66,277,936 100.0% 9,413,146 100.0%
=========== ===== ========= =====

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

(1) "Annualized Base Rental Revenue" is equal to December 2000 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 PER BASE RENTAL REVENUE AS OF COMPANY OWNED GLA
NO. OF SQ. FT. AS OF REVENUE AS OF 12/31/00 OWNED GLA REPRESENTED
LEASE LEASES 12/31/00 UNDER 12/31/00 UNDER REPRESENTED BY EXPIRING BY EXPIRING
EXPIRATION EXPIRING EXPIRING LEASES EXPIRING LEASES(1) EXPIRING LEASES (IN SQUARE FEET) LEASES
---------- -------- ------------------ ------------------ --------------- ---------------- -----------

2001............ 100 $ 6.68 $2,969,735 4.5% 444,320 4.7%
2002............ 145 $10.49 $4,695,452 7.1% 447,720 4.8%
2003............ 160 $10.16 $6,499,794 9.8% 639,790 6.8%
2004............ 141 $ 7.65 $6,442,229 9.7% 842,287 9.0%
2005............ 108 $ 8.71 $6,724,999 10.2% 771,905 8.2%

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

(1) "Annualized Base Rental Revenue" is equal to December 2000 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 2000, no matters were submitted for a vote of
stockholders of the Company.

13
15

PART II

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

MARKET INFORMATION -- The Company's Common Shares are listed and traded on
the New York Stock Exchange ("NYSE") under the symbol "RPT".

The following table shows high and low closing prices per share for each
quarter in 1999 and 2000.

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

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
March 31, 2000............................................. $14.875 $12.375
June 30, 2000.............................................. 15.875 13.500
September 30, 2000......................................... 15.562 13.875
December 31, 2000.......................................... 14.750 12.937

HOLDERS -- The number of holders of record of the Company's Common Shares
was 2,265 as of February 28, 2001.

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, 2000 and 1999, are summarized as follows.

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

The Company declared the following cash distributions per share to common
shareholders for the year ended December 31, 2000:

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

March 31, 2000.................................... $.42 April 18, 2000
June 30, 2000..................................... $.42 July 18, 2000
September 30, 2000................................ $.42 October 17, 2000
December 31, 2000................................. $.42 January 16, 2001

Distributions paid by the Company are at the discretion of the Board of
Trustees and 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 brokerage
commission or service charge. Shareholders who do not participate in the Plan
continue to receive cash distributions, as declared.

14
16

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.

In December 1999, the Board of Trustees approved the repurchase, at
management's discretion, of up to $10,000,000 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. As of December 31, 2000, the
Company purchased and retired 89,100 shares of the Company's common stock under
this program at a cost of $1,246,000.

15
17

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,
-----------------------------------------------------
2000 1999 1998 1997 1996(1)
---- ---- ---- ---- -------

OPERATING DATA:
Revenues:
Rental revenues......................... $ 85,857 $ 83,302 $ 75,997 $ 58,492 $ 37,598
Gain on sales of real estate............ 3,795 974 -- -- --
Interest and other income............... 2,675 997 758 752 2,915
-------- -------- -------- --------- --------
Total Revenues..................... 92,327 85,273 76,755 59,244 40,513
-------- -------- -------- --------- --------
Expenses:
Real estate taxes....................... 9,449 7,810 7,354 6,230 4,643
Recoverable operating expenses.......... 15,104 14,391 12,763 11,462 8,230
Depreciation and amortization........... 15,274 13,311 12,189 8,216 4,798
Other operating......................... 1,460 1,418 1,092 1,130 910
General and administrative.............. 5,520 5,964 5,548 4,597 4,564
Interest expense........................ 27,756 25,421 25,396 14,753 6,725
Spin-off and other expenses............. -- -- -- -- 7,976
-------- -------- -------- --------- --------
Total Expenses..................... 74,563 68,315 64,342 46,388 37,846
-------- -------- -------- --------- --------
Operating Income............................. 17,764 16,958 12,413 12,856 2,667
Earnings (Loss) from Unconsolidated
Entities................................... 198 (204) (304) (314) (216)
-------- -------- -------- --------- --------
Income Before Minority Interest.............. 17,962 16,754 12,109 12,542 2,451
Minority Interest............................ 4,942 4,915 3,451 3,344 2,159
-------- -------- -------- --------- --------
Net income before cumulative effect
of change in accounting
principle........................ 13,020 11,839 8,658 9,198 292
Cumulative effect of change in accounting
principle.................................. (1,264) -- -- -- --
-------- -------- -------- --------- --------
Net Income......................... $ 11,756 $ 11,839 $ 8,658 $ 9,198 $ 292
======== ======== ======== ========= ========
Net Income Available to Common
Shareholders............................... $ 8,396 $ 8,432 $ 7,044 $ 8,920 $ 292
======== ======== ======== ========= ========
Basic and diluted earnings per share before
cumulative effect of change in accounting
principle:
Basic...................................... $1.34 $1.17 $0.99 $1.25 $0.04
======== ======== ======== ========= ========
Diluted.................................... $1.34 $1.17 $0.98 $1.25 $0.04
======== ======== ======== ========= ========
Basic and diluted earnings per share after
cumulative effect of change in accounting
principle:
Basic...................................... $1.17 $1.17 $0.99 $1.25 $0.04
======== ======== ======== ========= ========
Diluted.................................... $1.17 $1.17 $0.98 $1.25 $0.04
======== ======== ======== ========= ========
Weighted average shares outstanding:
Basic...................................... 7,186 7,218 7,133 7,123 7,123
======== ======== ======== ========= ========
Diluted.................................... 7,187 7,218 7,165 7,148 7,123
======== ======== ======== ========= ========
Pro Forma(2)
Pro forma amount assuming the change in
accounting method for percentage rent
revenue is applied retroactively:
Net Income (Loss)............................ $11,756 $11,656 $8,546 $8,907 $(39)
======== ======== ======== ========= ========
Basic earnings (loss) per share............ $1.17 $1.14 $0.97 $1.25 $(0.01)
======== ======== ======== ========= ========
Diluted earnings (loss) per share.......... $1.17 $1.14 $0.97 $1.25 $(0.01)
======== ======== ======== ========= ========

16
18

YEAR ENDED DECEMBER 31,
-----------------------------------------------------
2000 1999 1998 1997 1996(1)
---- ---- ---- ---- -------

OTHER DATA
Funds from Operations -- Basic(3).......... $ 26,766 $ 25,461 $ 22,716 $ 20,500 $ 15,225
Cash flows provided by (used in):
Operating activities.................... 17,126 23,954 16,794 17,026 15,495
Investing activities.................... (12,779) (10,703) (38,280) (153,183) 18,976
Financing activities.................... (7,152) (12,057) 21,003 137,649 (42,397)
Number of Properties at Year End........... 56 54 54 50 32
Company Owned GLA.......................... 10,043 9,213 9,029 8,372 5,297
Cash Distributions Declared Per Share...... $1.68 $1.68 $1.68 $1.68 $1.44
BALANCE SHEET DATA
Cash and cash equivalents.................. $ 2,939 $ 5,744 $ 4 ,550 $ 5,033 $ 3,541
Interest and accounts receivable........... 15,954 12,791 9,864 6,035 3,901
Investment in real estate (before
accumulated depreciation)............... 557,995 542,955 535,980 473,213 314,854
Total Assets............................... 560,284 550,506 544,404 484,682 323,627
Mortgages and notes payable................ 354,008 337,552 328,248 295,618 143,410
Total Liabilities.......................... 374,439 358,662 348,727 314,436 159,056
Minority interest.......................... 47,301 48,396 48,535 42,282 44,706
Shareholders' equity....................... 138,544 143,448 147,142 127,964 119,865

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

(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) In 2000, the Company changed its method of accounting for percentage rental
revenue in accordance with SEC Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements." See Note 9 in the accompanying
financial statements.

(3) Management generally considers Funds From Operations ("FFO") to be one
measure of financial performance of an equity REIT. The Company has adopted
the most recent National Association of Real Estate Investment Trusts
("NAREIT") definition of FFO, which was amended effective January 1, 2000.
Under the definition, FFO represents income (loss) before minority interest,
excluding "extraordinary" items, as defined under accounting principles,
gains (losses) on sale of property, plus real estate related depreciation
and amortization (excluding amortization of financing costs), and after
adjustment for unconsolidated partnerships and joint ventures. This
clarification of the definition of FFO did not change amounts previously
reported in 1999.

FFO does not represent cash generated from operating activities in
accordance with accounting principles generally accepted in the United
States of America 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
accounting principles generally accepted in the United States of America,
consider capital expenditures which have been and will be incurred in the
future, the calculations of FFO does not.

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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.

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 cites 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. 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 in 2000 remained stable for the Company's overall
portfolio with a breakdown by asset category as follows:

2000 1999
---- ----

Enclosed regional malls..................................... 89.9% 89.8%
Power centers............................................... 97.0 97.0
Community centers........................................... 93.4 92.6
Single tenant retail properties............................. 100.0 100.0
Portfolio summary........................................... 93.7% 93.0%
===== =====

AVERAGE BASE RENTS -- Average base rents for the four portfolio categories
at December 31 2000 and 1999 were as follows:

PERCENTAGE
2000 1999 INCREASE
---- ---- ----------

Enclosed regional malls............................... $8.35 $8.11 3.0%
Power centers(1)...................................... 7.25 8.43 (14.0)%
Community centers..................................... 6.88 6.81 1.0%
Single tenant retail properties....................... 4.41 4.41 0.0%
Portfolio summary..................................... $7.04 $7.11 (1.0)%
===== ===== =====

LEASE RENEWALS -- The Company achieved the following in base rent for
leases that were renewed during 2000:

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

Enclosed regional malls............... $10.65 $11.77 10.5% 38,510
Power centers......................... 12.29 14.22 15.7% 42,092
Community centers..................... 7.25 7.99 10.2% 451,648

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NEW LEASES -- For new leases entered into during 2000, the Company
achieved the following increases in base rent:

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

Anchor(1)........................ $ 5.48 $ 3.98 (27.4)% 470,274
Non-anchor....................... 10.88 13.05 19.9% 245,839

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

Enclosed regional malls.......... $8.35 $10.05 20.4% 41,709
Power centers(1)................. 8.68 6.73 (22.5)% 181,827
Community centers................ 6.69 6.98 4.3% 492,577

- -------------------------
(1) New leases for Anchor Tenants includes three land leases that if excluded
from the calculation, would have resulted in $9.18 per square foot rent for
new leases entered into during 2000, or a 67.6% increase. If the one land
lease at Auburn Mile were excluded from the calculation, power centers would
have resulted in $19.03 per square foot for new leases entered into during
2000, or a 119.2% increase.

RESULT OF OPERATIONS (DOLLARS IN THOUSANDS)

Comparison of Year Ended December 31, 2000 to Year Ended December 31, 1999

Total revenue increased 8.3% or $7,054 to $92,327 for the year ended
December 31, 2000, compared to $85,273 for the year ended December 31, 1999. Of
this increase, minimum rents increased by $449, or 0.8%, to $60,228 in 2000 from
$59,779 in 1999. Recoveries from tenants increased $2,398 or 11.2% to $23,884
for the year ended December 31, 2000, compared to $21,486 for the year ended
December 31, 1999.

The sale of Chester Springs and Rivertowne Square in August 1999 to
RPT/Invest, LLC and the disposition of Commack (Toys R Us) and Trinity Corners
Shopping Center in December 1999 accounted for a reduction in minimum rent of
$3,066 for the year ended December 31, 2000. Development projects at White Lake
MarketPlace and Auburn Mile contributed $2,441 to minimum rent when compared to
1999. The balance of the increase in minimum rents is primarily attributable to
five redevelopment projects completed during 2000.

The increase in recoveries from tenants of $2,398 is primarily due to a
higher level of recoverable operating expenses and real estate taxes associated
with White Lake MarketPlace and Auburn Mile developments. The overall recovery
ratio was 97.3% for the year ended December 31, 2000, compared to 96.8% for the
year ended December 31, 1999.

For the twelve months ended December 31, 2000, percentage rents decreased
$292 to $1,745, compared to $2,037 for the twelve months ended December 31,
1999. This decrease is primarily the result of the Company's initiative to
convert tenants to higher minimum rent, reducing the reliance on percentage
rents as a potential source of revenue. Interest and other income increased
$1,678, from $997 for the twelve months ended December 31, 1999 to $2,675. Lease
termination fees were $1,001 greater in the twelve months ended December 31,
2000 when compared to the same period in 1999 and kiosk license income increased
$255 for the period. Gain on sale of land options during the twelve months ended
December 31, 2000, accounted for $238 of the increase.

Gain on sales of real estate resulted from the sale of land parcels at
Tel-Twelve Mall in April, 2000 and Roseville Plaza in December, 2000.

Total expenses for the year ended December 31, 2000 increased 9.1%, or
$6,248 to $74,563, compared to $68,315 for the year ended December 31, 1999. The
increase was due to a $2,352 increase in operating expenses, including
recoverable operating expenses and real estate taxes, a $1,963 increase in
depreciation and

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amortization, a $42 increase in other operating expenses, a $2,335 increase in
interest expense, and a $444 decrease in general and administrative expenses.

Real estate taxes increased $1,639, or 21.0%, from $7,810 to $9,449 for the
year ended December 31, 2000. White Lake MarketPlace and Auburn Mile development
projects contributed $1,228 to the increase in real estate taxes when compared
to 1999.

Depreciation and amortization increased in 2000 by $1,963, or 14.7% to
$15,274 from $13,311 in 1999. The increase is primarily due to the redevelopment
projects completed during 2000 and amortization for current year additions of
tenant improvements and leasing commissions. Depreciation and amortization for
White Lake MarketPlace contributed $286 to the increase.

General and administrative expenses were $5,520 in 2000 as compared to
$5,964 in 1999, a decrease of $444, or 7.4%. The decrease is primarily
attributable to a $249 gain on sale of real estate recognized by one of the
Company's unconsolidated entities in 2000, and by increased leasing and
developments fees earned by the unconsolidated entity, which reduced the
Company's reimbursement obligation. As a percentage of total revenue, general
and administrative expenses were 6.0% and 7.0% for the years ended December 31,
2000 and 1999, respectively.

Interest expense increased $2,335, from $25,421 to $27,756 for the twelve
months ended December 31, 2000. The 9.2% increase is the result of higher
interest rates on variable rate debt for the twelve months ended December 31,
2000, increased borrowings on the Credit Facility and increased borrowings on
the construction loans used to finance White Lake MarketPlace and the Auburn
Mile developments.

Earnings from unconsolidated entities increased $402, to $198 in 2000 from
a loss of $204 in 1999. Improved operating results of the unconsolidated
entities increased $208, from $257 in 1999 to $465 for the year ended December
31, 2000. In addition, depreciation and amortization expense arising from the
Company's net basis in the unconsolidated entities' assets decreased by $194 for
the year ended December 31, 2000.

The increase in minority interest is the result of higher income before
minority interest for the twelve months ended December 31, 2000 when compared to
the twelve months ended December 31, 1999. Minority interest represents a 29.2%
share of income before minority interest of the operating partnership for the
twelve months ended December 31, 2000 and 29.0% for the twelve months ended
December 31, 1999. The increase in minority interest percentage resulted from
fewer common shares outstanding during the year ended December 31, 2000, as a
result of the Company's stock repurchase program.

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, 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

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22

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.

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 LLC joint venture
included for part of 1999.

LIQUIDITY AND CAPITAL RESOURCES

The Company generated $17,126 in cash flows from operating activities for
the year ended December 31, 2000 and used $12,779 to fund investing activities.
Development of three shopping centers and improvements to existing properties
used $27,332 and additional investments in two joint ventures used $1,430 during
the year ended December 31, 2000. Proceeds from the sale of real estate provided
$5,431 during the year. Financing activities used $7,152 during the twelve
months ended December 31, 2000. Borrowings on a mortgage loan provided $25,000,
borrowings on the Credit Facility provided $13,130, net of repayments of
$20,120, and borrowing on construction loans provided $3,931. Cash distributions
to shareholders, holders of operating partnership units, and dividends paid to
preferred shareholders amounted to $20,413.

The Company's mortgages and notes payable amounted to $354,008 at December
31, 2000, with a weighted average interest rate of 8.3%. The debt consists of
ten loans secured by various properties, plus two construction loans, one
unsecured term loan and the Credit Facility, as described below. Nine of the
mortgage loans amounting to $213,786 have maturities ranging from 2003 to 2008,
monthly payments which include regularly scheduled amortization, and have fixed
interest rates ranging between 6.83% to 8.81%. One of the mortgage loans,
evidenced by tax free bonds, amounting to $6,800 secured by Oak Brook Square
Shopping Center, 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
(7.95% at December 31, 2000).

In August 2000, the Company entered into a $25,000 fixed rate mortgage loan
with Lincoln National Life Insurance Company, secured by ten properties. The
loan is an expansion of an existing mortgage facility that is due January 2006.
The total amount of the obligation is approximately $110,000, with a blended
interest rate of 8.3%. The Company used $20,000 of the proceeds to reduce the
unsecured variable rate term loan and the remainder was used to pay for capital
expenditures and other working capital requirements.

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 200 basis points over LIBOR, an effective rate of
8.5% at December 31, 2000, and matures March 2001. At the Company's option,

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the loan can then be converted to a 2-year term loan. Approximately $18.0
million has been borrowed at December 31, 2000. It is the Company's intention to
exercise its option to convert the construction loan to a two year term loan.

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 8.5% at December 31, 2000 and
matures January 2001. At the Company's option, the loan can then be converted to
a 2-year term loan. Approximately $13.6 million was borrowed at December 31,
2000. Subsequent to December 31, 2000, White Lake MarketPlace property was sold.
A portion of the sales proceeds was used to repay the construction loan. See
Note 15 in the accompanying financial statements.

The Company renewed an unsecured term loan amounting to $25,000, maturing
September 2003. This term loan bears interest between 325 and 450 basis points
over LIBOR, depending on certain debt ratios (10.6% at December 31, 2000). The
Company reduced this term loan by $20,000 from its former balance of $45,000,
utilizing funds from the expansion of its fixed rate mortgage loan. Under terms
of the loan agreement, the Company was required to make quarterly principal
payments commencing December 2000.

The Company renewed a $110,000 Credit Facility, of which $101,830 was
outstanding as of December 31, 2000. This credit facility bears interest between
162.5 and 225 basis points over LIBOR depending on certain debt ratios
(effective interest rate of 8.7% at December 31, 2000) and matures September
2003. The credit facility is secured by mortgages on various properties and
contains financial covenants relating to liabilities-to-assets ratio, minimum
operating coverage ratios and a minimum equity value. As of December 31, 2000,
the Company was in compliance with the covenant terms.

Outstanding letters of credit issued under the Credit Facility amounted to
$399 at December 31, 2000.

The Company used proceeds from the borrowings under the Credit Facility,
mortgage loan and the construction loans to finance the development of the
above-mentioned properties and to pay for other capital expenditures.

In December 2000, the Company entered into an interest rate swap agreement
that limited the Company's exposure to increases in interest rates on its
floating rate debt. The notional amount of the agreement was $25,000. Based on
rates currently in effect under the Company's Credit facility, the agreement
provides for a fixed rate of 8.29% through December 2003. The Company is exposed
to credit loss in the event of non-performance by the counter party to the
interest rate swap agreement, however, the Company does not anticipate
non-performance by the counter party. The Company will continue to evaluate the
economic benefits of swap agreements as a method of managing its interest rate
risks.

After taking into account the impact of converting the variable rate debt
into fixed rate debt by use of the interest rate swap agreement, at December 31,
2000, the Company's variable rate debt accounted for approximately $140,221 of
outstanding debt with a weighted average interest rate of 9.0%. Variable rate
debt accounted for approximately 39.6% of the Company's total debt and 27.5% 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 69.4% at
December 31, 2000.

In April 2000, the Company contributed $1,287 to RPT/INVEST, LLC, an
unconsolidated joint venture, in connection with the acquisition of East Town
Plaza shopping center located in Madison, Wisconsin.

On September 29, 2000, the Company assigned 90 percent of its interest in
Rossford Development LLC to an unrelated party. Simultaneously, the Company
invested $100 in the entity. The joint venture reimbursed the Company
approximately $9,700 for advances paid for the acquisition of land and
construction in progress related to the development of the Crossroads Center
project, located in Rossford, Ohio.

The properties in which Ramco-Gershenson Properties, L.P. (the "Operating
Partnership"), owns an interest and which are accounted for on the equity method
of accounting are subject to non-recourse mortgage

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24

indebtedness. At December 31, 2000, the pro rata share of non-recourse mortgage
debt on the unconsolidated properties (accounted for on the equity method) was
$15,798 with a weighted average interest rate of 8.8%.

The Company's capital structure at December 31, 2000, 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 a 29.2% ownership in the Operating Partnership which may,
under certain conditions, be exchanged for 2,944,977 Common Shares.

As of December 31, 2000, Operating Partnership Units ("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
settle exchanged OP Units in 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, there would be outstanding 10,074 common
shares with a market value of approximately $130,331 at December 31, 2000 (based
on the closing price of $12.938 per share on December 31, 2000).

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 loan, the sale of existing properties, and
potential new debt will satisfy its expected working capital requirements
through at least the next 12 months. The Company anticipates adequate liquidity
for the foreseeable future to fund future 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 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 debt and interest rates and the interest rate swap
agreement in effect at December 31, 2000, a 0.25 percent increase in interest
rates would decrease earnings and cash flows by approximately $350 and a 0.25
percent decrease in interest rates would increase earnings and cash flows by
approximately $350.

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FUNDS FROM OPERATIONS

Management generally considers funds from operations ("FFO") to be one
measure of financial performance of an equity REIT. FFO is 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 amended effective
January 1, 2000. Under the NAREIT definition, FFO represents income before
minority interest, excluding "extraordinary" items, as defined under generally
accepted accounting principles, cumulative effects of accounting changes, gains
on sales of property, plus real estate related depreciation and amortization
(excluding amortization of financing costs), and after adjustments for
unconsolidated partnerships and joint ventures. This clarification of the
definition did not change amounts previously reported in 1999. Therefore, FFO
does not represent cash generated from operating activities in accordance with
accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of
America, consider capital expenditures which have been and will be incurred in
the future, the calculations of FFO does not.

The following table illustrates the calculation of FFO for the years ended
December 31, 2000 and 1999:

ACTUAL
-----------------
2000 1999
---- ----

Net Income.................................................. $11,756 $11,839
Less: Gain on sale of property(1)......................... (3,420) (1,225)
Add: Depreciation and amortization........................ 15,584 13,339
Cumulative effect of change in accounting principle.... 1,264 --
Add: Minority interest in partnership..................... 4,942 4,915
------- -------
Funds from operations -- diluted............................ 30,126 28,868
Less: Preferred share dividends........................... (3,360) (3,407)
------- -------
Funds from operations -- basic.............................. $26,766 $25,461
======= =======
Weighted average equivalent shares outstanding(2)
Basic..................................................... 10,131 10,170
======= =======
Diluted................................................... 12,132 12,170
======= =======
Supplemental disclosure:
Straight-line rental income............................... $ 3,383 $ 2,705
======= =======
Amortization of management contracts and covenants not to
compete................................................ $ 224 $ 422
======= =======

- -------------------------
(1) Excludes $375 gain on sale of undepreciated land in 2000 and includes $251
gain on sale of property of an unconsolidated entity in 1999.

(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 2000, the Company spent approximately $11,728 on revenue generating
capital expenditures including tenant allowances, leasing commissions paid to
third-party brokers, legal costs relative to lease

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26

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 $14,734. Revenue neutral capital expenditures,
such as roof and parking lot repairs, which are anticipated to be recovered from
tenants, amounted to approximately $713.

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." This statement, as amended,
establishes accounting and reporting standards for derivative instruments and
requires recognition of all derivatives as either assets or liabilities in the
balance sheet and measurement of those instruments at fair value. This statement
is effective for the Company as of January 1, 2001. The accounting for change in
the fair value of a derivative depends on the use of the derivative. The Company
adopted SFAS 133 on January 1, 2001. The cumulative effect of adopting this
standard will be a reduction of shareholder's equity in the amount of $348, all
of which will be recorded as accumulated other comprehensive income within the
Statement of Shareholders' Equity.

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 had previously recorded percentage rents throughout the
year based on rent estimated to be due from the tenant.

The Company has elected to adopt the provisions of SAB 101 as of April 1,
2000. The cumulative effect of such adoption was a reduction in percentage
rental revenue retroactive to January 1, 2000, of approximately $1,264.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information required by this Item is included in this report at Item 7
under the caption "Liquidity and Capital Resources".

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial Statements of Ramco-Gershenson Properties Trust and the
Independent Auditors' Report thereon are filed pursuant to this Item 8 and are
included in this report at Item 14.

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

Not applicable.

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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 13,
2001.

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.

14(a)(1) Financial Statements of Ramco-Gershenson Properties Trust and the
Independent Auditors' Report thereon are filed with this report:

The following financial statements of Ramco-Gershenson Properties Trust and
the Independent Auditors' Report thereon are filed with this report:

Independent Auditors' Report................................ F-1
Balance Sheets as of December 31, 2000 and 1999............. F-2
Statements of Income for the years ended December 31, 2000,
1999 and 1998............................................. F-3
Statements of Shareholders' Equity for the years ended
December 31, 2000, 1999 and 1998.......................... F-4
Statements of Cash Flows for the years ended December 31,
2000, 1999 and 1998....................................... F-5
Notes to Financial Statements............................... F-6

14(a)(2) Financial Statement Schedules required by Item 14(d).

Schedule II -- Valuation and Qualifying Accounts............ F-20

(a)(3) EXHIBITS

27
29

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.
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 Situations 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.

28
30

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.
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.

29
31

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.
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 LLC 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.
10.40 Amended, Restated and Consolidated Mortgage dated August 25,
2000 between Ramco-Gershenson Properties, L.P., (the
"Operating Partnership"), and The Lincoln National Life
Insurance Company, incorporated by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the
Period ended September 30, 2000.
10.41 Second Amendment to Mortgage dated August 25, 2000 made by
the Operating Partnership in connection with the Operating
Partnership's $25,000,000 borrowing arrangement,
incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the Period ended September
30, 2000.
10.42 Form of Note dated August 25, 2000 made by the Operating
Partnership, as Maker, in connection with the Operating
Partnership's $25,000,000 borrowing arrangement,
incorporated by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the Period ended September
30, 2000.
10.43 Third Amended and Restated Master Revolving Credit Agreement
dated as of September 29, 2000 among the Operating
Partnership, as Borrower, the Trust, as Guarantor and Fleet
National Bank and the other Banks which may become parties
to the loan agreement, and Fleet National Bank, 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, 2000.
10.44 Form of Third Amended and Restated Note dated September 29,
2000 made by the Operating Partnership, in connection with
the Operating Partnership's $110,000,000 borrowing
arrangement, incorporated by reference to Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q for the Period
ended September 30, 2000.

30
32

10.45 First Amended and Restated Unsecured Term Loan Agreement
dated September 29, 2000 among the Operating Partnership, as
Borrower and Ramco-Gershenson Properties Trust, as
Guarantor, and Fleet National Bank and other Banks which may
become parties to this agreement, and Fleet National Bank,
as Agent, incorporated by reference to Exhibit 10.6 to the
Company's Quarterly Report on Form 10-Q for the Period ended
September 30, 2000.
10.46 Note dated September 29, 2000 in the principal amount of
$25,000,000 made by the Operating Partnership, as Borrower,
in favor of Fleet National Bank and other Banks,
incorporated by reference to Exhibit 10.7 to the Company's
Quarterly Report on Form 10-Q for the Period ended September
30, 2000.
10.47 Form of Contract of Sale dated November 9, 2000 relating to
the sale of White Lake MarketPlace made by the Company, as
seller, and Pontiac Mall Limited Partnership, as the
purchaser (transaction closed on January 29, 2001).
21.1 Subsidiaries
23.1 Consent of Deloitte & Touche LLP.

31
33

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 7, 2001 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 7, 2001 By: /s/ JOEL D. GERSHENSON
-----------------------------------------------------
Joel D. Gershenson,
Trustee and Chairman

Dated: March 7, 2001 By: /s/ DENNIS E. GERSHENSON
-----------------------------------------------------
Dennis E. Gershenson,
Trustee and President
(Principal Executive Officer)

Dated: March 7, 2001 By: /s/ STEPHEN R. BLANK
-----------------------------------------------------
Stephen R. Blank,
Trustee

Dated: March 7, 2001 By: /s/ ARTHUR H. GOLDBERG
-----------------------------------------------------
Arthur H. Goldberg,
Trustee

Dated: March 7, 2001 By: /s/ ROBERT A. MEISTER
-----------------------------------------------------
Robert A. Meister,
Trustee

Dated: March 7, 2001 By: /s/ JOEL M. PASHCOW
-----------------------------------------------------
Joel M. Pashcow,
Trustee

Dated: March 7, 2001 By: /s/ MARK K. ROSENFELD
-----------------------------------------------------
Mark K. Rosenfeld,
Trustee

Dated: March 7, 20001 By: /s/ SELWYN ISAKOW
-----------------------------------------------------
Selwyn Isakow,
Trustee

Dated: March 7, 2001 By: /s/ RICHARD J. SMITH
-----------------------------------------------------
Richard J. Smith,
Chief Financial Officer

32
34

DELOITTE & TOUCHE

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, 2000 and
1999, and the related consolidated statements of income, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
2000. Our audits also included the financial statement schedule listed in the
Index at Item 14. 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 auditing standards generally
accepted in the United States of America. 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, 2000 and 1999 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.

/s/ Deloitte & Touche LLP
Detroit, Michigan
February 13, 2001

F-1
35

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999

2000 1999
---- ----
(IN THOUSANDS)

ASSETS
Investment in real estate -- net............................ $509,629 $507,463
Cash and cash equivalents................................... 2,939 5,744
Accounts receivable -- net.................................. 15,954 12,791
Equity investments in and advances to unconsolidated
entities.................................................. 9,337 7,642
Other assets -- net......................................... 22,425 16,866
-------- --------
Total Assets........................................... $560,284 $550,506
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgages and notes payable................................. $354,008 $337,552
Distributions payable....................................... 5,076 5,127
Accounts payable and accrued expenses....................... 15,355 15,983
-------- --------
Total Liabilities...................................... 374,439 358,662
Minority Interest........................................... 47,301 48,396
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; 7,128 and 7,218 issued and
outstanding, respectively.............................. 71 72
Additional paid-in capital................................ 150,728 151,973
Cumulative distributions in excess of net income.......... (46,084) (42,426)
-------- --------
Total Shareholders' Equity.................................. 138,544 143,448
-------- --------
Total Liabilities and Shareholders' Equity............. $560,284 $550,506
======== ========

See notes to consolidated financial statements.

F-2
36

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

2000 1999 1998
---- ---- ----
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)

REVENUES
Minimum rents............................................. $60,228 $59,779 $54,859
Percentage rents.......................................... 1,745 2,037 1,538
Recoveries from tenants................................... 23,884 21,486 19,600
Gain on sale of real estate............................... 3,795 974 --
Interest and other income................................. 2,675 997 758
------- ------- -------
Total Revenues.................................... 92,327 85,273 76,755
------- ------- -------
EXPENSES
Real estate taxes......................................... 9,449 7,810 7,354
Recoverable operating expenses............................ 15,104 14,391 12,763
Depreciation and amortization............................. 15,274 13,311 12,189
Other operating........................................... 1,460 1,418 1,092
General and administrative................................ 5,520 5,964 5,548
Interest expense.......................................... 27,756 25,421 25,396
------- ------- -------
Total Expenses.................................... 74,563 68,315 64,342
------- ------- -------
Operating income............................................ 17,764 16,958 12,413
Earnings (Loss) from unconsolidated entities................ 198 (204) (304)
------- ------- -------
Income before minority interest............................. 17,962 16,754 12,109
Minority interest........................................... 4,942 4,915 3,451
------- ------- -------
Net income before cumulative effect of change in accounting
principle................................................. 13,020 11,839 8,658
Cumulative effect of change in accounting principle......... (1,264) -- --
------- ------- -------
Net income.................................................. 11,756 11,839 8,658
Preferred stock dividends................................... 3,360 3,407 1,614
------- ------- -------
Net income available to common shareholders................. $ 8,396 $ 8,432 $ 7,044
======= ======= =======
Basic and diluted earnings per share before cumulative
effect of change in accounting principle:
Basic..................................................... $1.34 $1.17 $0.99
======= ======= =======
Diluted................................................... $1.34 $1.17 $0.98
======= ======= =======
Basic and diluted earnings per share after cumulative effect
of change in accounting principle:
Basic..................................................... $1.17 $1.17 $0.99
======= ======= =======
Diluted................................................... $1.17 $1.17 $0.98
======= ======= =======
Weighted average shares outstanding:
Basic..................................................... 7,186 7,218 7,133
======= ======= =======
Diluted................................................... 7,187 7,218 7,165
======= ======= =======

See notes to consolidated financial statements.

F-3
37

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

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

BALANCE, JANUARY 1, 1998................. $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
Cash distributions declared............ (12,054) (12,054)
Preferred Shares dividends declared.... (3,360) (3,360)
Purchase and retirement of common
shares.............................. (1) (1,245) (1,246)
Net income............................. 11,756 11,756
------- --- -------- -------- --------
BALANCE, DECEMBER 31, 2000............... $33,829 $71 $150,728 $(46,084) $138,544
======= === ======== ======== ========

See notes to consolidated financial statements.

F-4
38

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

2000 1999 1998
---- ---- ----
(IN THOUSANDS)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income................................................ $ 11,756 $ 11,839 $ 8,658
Adjustments to reconcile net income to net cash flows
provided by operating activities:
Depreciation and amortization........................... 15,274 13,311 12,189
Amortization of deferred financing costs................ 375 635 1,102
Gain on sales of real estate............................ (3,795) (974) --
(Earning) Loss from unconsolidated entities............. (198) 204 304
Minority Interest....................................... 4,942 4,915 3,451
Changes in operating assets and liabilities:
Interest and accounts receivable...................... (4,089) (2,927) (3,829)
Other assets.......................................... (7,421) (3,796) (7,171)
Accounts payable and accrued expenses................. 282 747 2,090
-------- -------- --------
Cash Flows Provided By Operating Activities................. 17,126 23,954 16,794
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................................... (27,332) (43,178) (38,501)
Investment in unconsolidated entities..................... (1,430) (2,329) --
Proceeds from sale of real estate......................... 5,431 34,425 --
Collection of note receivable from unconsolidated
entity.................................................. 9,326 -- --
Payment from unconsolidated entities...................... 924 92 115
Distributions received from unconsolidated entities....... 302 287 106
-------- -------- --------
Cash Flows Used In Investing Activities..................... (12,779) (10,703) (38,280)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholders........................ (12,091) (12,126) (11,970)
Cash distributions to operating partnership unit
holders................................................. (4,948) (5,227) (4,414)
Cash dividends paid on preferred shares................... (3,374) (3,253) (1,186)
Repayments on credit facility............................. (20,120) (34,388) (7,400)
Repayments of unsecured loan.............................. (20,000) -- --
Principal repayments on mortgage debt..................... (5,605) (3,179) (4,829)
Purchase and retirement of common shares.................. (1,246) -- --
Net proceeds from affiliated entities..................... -- -- (1,325)
Payments of deferred financing costs...................... (1,949) (658) (504)
Purchase of operating partnership units................... -- (97) --
Borrowings on Credit Facility............................. 33,250 25,100 29,689
Borrowings on fixed rate mortgage......................... 25,000 -- --
Borrowings on construction loans.......................... 3,931 21,771 --
Net proceeds from preferred shares........................ -- -- 22,682
Refund of deferred financing costs........................ -- -- 250
Proceeds from exercise of stock options................... -- -- 10
-------- -------- --------
Cash Flows (Used In) Provided By Financing Activities....... (7,152) (12,057) 21,003
-------- -------- --------
Net (Decrease) Increase in Cash and Cash Equivalents........ (2,805) 1,194 (483)
Cash and Cash Equivalents, Beginning of Period.............. 5,744 4,550 5,033
-------- -------- --------
Cash and Cash Equivalents, End of Period.................... $ 2,939 $ 5,744 $ 4,550
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid for Interest During the Period.................. $ 28,905 $ 26,361 $ 24,469
======== ======== ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCIAL
ACTIVITIES:
Acquisitions of property:
Debt assumed............................................ $ 15,170
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
39

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(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, 2000, the Company had a portfolio of
56 shopping centers, with more than 11,700,000 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
single tenant accounted for more than 10.0% of revenue for the year ended
December 31, 2000.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements for
the years ended December 31, 2000, and 1999 include the accounts of the Company
and its majority owned subsidiary, the Operating Partnership (70.8% owned by the
Company at December 31, 2000 and 71.0% at December 31, 1999) 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 accounting principles generally accepted in the United States of America
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 on contingent percentage
income and is recorded on an accrual basis once the specified target that
triggers this type of income is achieved. 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 $1,283 and $1,490 as of December 31, 2000 and 1999
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
40
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 the Company. 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 issued Statement of Financial Accounting Standard No.
133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133).
This statement, as amended, establishes accounting and reporting standards for
derivative instruments and requires recognition of all derivatives as either
assets or liabilities in the balance sheet and measurement of those instruments
at fair value. This statement is effective for the Company as of January 1,
2001. The accounting for change in the fair value of a derivative depends on the
use of the derivative. The Company adopted SFAS 133 on January 1, 2001. The
cumulative effect of adopting this standard will be a reduction of shareholder's
equity in the amount of $348, all of which will be recorded as accumulated other
comprehensive income within the Statement of Shareholders' Equity.

3. INVESTMENT IN REAL ESTATE

Investment in real estate consists of the following:

DECEMBER 31,
--------------------
2000 1999
---- ----

Land..................................................... $ 71,809 $ 73,797
Buildings and improvements............................... 472,846 462,839
Construction in progress................................. 13,340 6,319
-------- --------
557,995 542,955
Less: accumulated depreciation........................... (48,366) (35,492)
-------- --------
Investment in real estate -- net......................... $509,629 $507,463
======== ========

GAIN ON SALES OF REAL ESTATE -- During 2000, the Company sold two parcels
of land and recognized an aggregate gain of $3,795. In addition, a subsidiary of
Ramco-Gershenson, Inc. (Ramco), an unconsolidated

F-7
41
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

entity, sold a parcel of land and recognized a gain of $249. 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 2000.

In December 1999, the Company sold two shopping centers and recognized an
aggregate gain of $974. A subsidiary of Ramco sold a parcel of land during 1999
and recognized a gain of $251. 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,
2000 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, a 25% interest in RPT/INVEST, LLC (RPT/Invest) and a 10 percent
interest in Rossford Development LLC. 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.

During 1999, 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 Credit Facility.
Investcorp contributed cash of approximately $7,600 in exchange for their 75%
equity interest in the joint venture.

In April 2000, the Company contributed $1,287 to the joint venture, in
connection with the acquisition of East Town Plaza shopping center located in
Madison, Wisconsin.

RPT/Invest 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.

Under terms of the joint venture agreement, the Company is responsible for
the development, leasing and management of the project, for which the Company
will receive fees. The joint venture agreement included a provision whereby the
Company has the right to purchase the project during specific time periods.

F-8
42
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

2000 1999 1998
----------------------------------------------------------------- ------- -------
SOUTHFIELD
RAMCO KENTWOOD PLAZA RPT/INVEST ROSSFORD TOTAL TOTAL TOTAL
----- -------- ---------- ---------- -------- ----- ----- -----

ASSETS
Investment in Real Estate --
Net............................. $ 1,147 $ 427 $47,529 $14,702 $63,805 $33,526
Other Assets...................... $ 5,083 545 92 1,416 1,292 8,428 5,341
------- ------- ------ ------- ------- ------- -------
Total Assets.................. $ 5,083 $ 1,692 $ 519 $48,945 $15,994 $72,233 $38,867
======= ======= ====== ======= ======= ======= =======
LIABILITIES
Mortgage Notes Payable............ $10,586 $1,459 $34,000 $12,759 $58,804 $34,223
Other Liabilities................. $ 993 125 50 962 2,205 4,335 1,606
------- ------- ------ ------- ------- ------- -------
Total Liabilities............. 993 10,711 1,509 34,962 14,964 63,139 35,829
------- ------- ------ ------- ------- ------- -------
Owners' Equity (deficit).......... 4,090 (9,019) (990) 13,983 1,030 9,094 3,038
------- ------- ------ ------- ------- ------- -------
Total Liabilities and Owners'
Equity.......................... $ 5,083 $ 1,692 $ 519 $48,945 $15,994 $72,233 $38,867
======= ======= ====== ======= ======= ======= =======
Company's Equity Investments in
Unconsolidated Entities......... $ 4,156 $ 1,150 $ 583 $ 2,951 $ 75 $ 8,915 $ 6,357
Advances to Unconsolidated
Entities........................ 104 -- -- -- 318 422 1,285
------- ------- ------ ------- ------- ------- -------
Total Equity Investments in and
advances to Unconsolidated
Entities........................ $ 4,260 $ 1,150 $ 583 $ 2,951 $ 393 $ 9,337 $ 7,642
======= ======= ====== ======= ======= ======= =======
REVENUES
Management Fees................. $ 1,333 $ 1,333 $ 1,252 $ 913
Leasing and Development Fees.... 1,563 1,563 523 110
Property Revenues............... $ 2,359 $ 293 $ 6,742 $ 56 9,450 3,705 2,104
Gain on Sale of Real Estate..... 249 249 251 --
Other Revenues.................. 945 945 769 761
Leasing/Development
Cost Reimbursements........... 2,485 -- -- -- -- 2,485 2,323 2,080
------- ------- ------ ------- ------- ------- ------- -------
Total Revenues................ 6,575 2,359 293 6,742 56 16,025 8,823 5,968
------- ------- ------ ------- ------- ------- ------- -------
EXPENSES
Employee Expenses............... 6,574 6,574 5,932 4,887
Office and Other Expenses....... 1,398 1,398 1,662 1,523
Property Expenses............... 1,804 203 6,268 1 8,276 3,087 1,668
Depreciation and Amortization... 285 -- -- -- -- 285 246 266
------- ------- ------ ------- ------- ------- ------- -------
Total Expenses................ 8,257 1,804 203 6,268 1 16,533 10,927 8,344
------- ------- ------ ------- ------- ------- ------- -------
Excess Revenues Over Expenses..... (1,682) 555 90 474 55 (508) (2,104) (2,376)
Cost Reimbursement From Operating
Partnership..................... 1,682 -- -- -- -- 1,682 2,722 2,812
------- ------- ------ ------- ------- ------- ------- -------
Income............................ $ -- $ 555 $ 90 $ 474 $ 55 $ 1,174 $ 618 $ 436
======= ======= ====== ======= ======= ======= ======= =======
Company's Share of Income......... $ -- $ 277 $ 45 $ 119 $ 24 $ 465 $ 257 $ 218
======= ======= ====== ======= ======= ======= ======= =======

The Company's share of the unconsolidated entities' income of $465, $257
and $218, for the years ended December 31, 2000, 1999 and 1998, was reduced by
$267 in 2000, $461 in 1999, and $522 in 1998, which represents depreciation and
amortization adjustments arising from the Company's net basis adjustments in the

F-9
43
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

unconsolidated entities' assets. These adjustments result in net earnings (loss)
of $198, ($204) and ($304) from unconsolidated entities' assets for the years
ending December 31, 2000, 1999 and 1998 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:

2000 1999
---- ----

Leasing costs.............................................. $13,101 $ 8,924
Prepaid expenses and other................................. 5,652 3,490
Deferred financing costs................................... 5,667 3,718
Proposed development and acquisition costs................. 5,190 5,500
------- -------
29,610 21,632
Less: accumulated amortization............................. (7,185) (4,766)
------- -------
Other assets -- net........................................ $22,425 $16,866
======= =======

6. MORTGAGES AND NOTES PAYABLE

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

2000 1999
---- ----

Fixed rate mortgages with interest rates ranging from 6.83%
to 8.81% due at various dates through 2008................ $188,786 $169,192
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, 2000, was 7.95%
and at December 31, 1999, was 6.96%....................... 6,800 7,000
Construction loan financing with an interest rate at LIBOR
plus 200 basis points, due March 2003, including renewal
option. The effective rate at December 31, 2000, was 8.50%
and at December 31, 1999, was 8.67%. Maximum borrowings of
$18,500................................................... 18,017 15,801
Construction loan financing with an interest rate at LIBOR
plus 185 basis points, due January 2003, including renewal
option. The effective rate at December 31, 2000, was 8.51%
and at December 31, 1999, was 8.00%. Maximum borrowings of
$14,000................................................... 13,575 11,859
Unsecured term loan with an interest rate at LIBOR plus 400
basis points, due September 2003. The effective rate at
December 31, 2000, was 10.64% and at December 31, 1999,
was 10.00%................................................ 25,000 45,000
Credit Facility with an interest rate at LIBOR plus 200
basis points, due September 2003, maximum available
borrowings of $110,000. The effective rate at December 31,
2000, was 8.66% and at December 31, 1999, was 7.60%....... 101,830 88,700
-------- --------
$354,008 $337,552
======== ========

The mortgage notes and construction loans are secured by mortgages on
properties that have an approximate net book value of $338,767 as of December
31, 2000. The Credit Facility is secured by mortgages on various properties that
have an approximate net book value of $168,716 as of December 31, 2000.

F-10
44
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company renewed an unsecured term loan amounting to $25,000, maturing
September 2003. This term loan bears interest between 325 and 450 basis points
over LIBOR, depending on certain debt ratios (10.6% at December 31, 2000). The
Company reduced this term loan by $20,000 from its former balance of $45,000,
utilizing funds from the expansion of its fixed rate mortgage. Under terms of
the loan agreement, the Company is required to make quarterly principal payments
commencing in December 2000.

On September 29, 2000, the Company renewed the $110,000 Credit Facility, of
which $101,830 was outstanding as of December 31, 2000. The renewed credit
facility bears interest between 162.5 and 225 basis points over LIBOR depending
on certain debt ratios (effective interest rate of 8.7% at December 31, 2000)
and matures September 2003. The credit facility is secured by mortgages on
various properties and contains financial covenants relating to
liabilities-to-assets ratio, minimum operating coverage ratios and a minimum
equity value. As of December 31, 2000, the Company was in compliance with the
covenant terms.

At December 31, 2000, outstanding letters of credit issued under the Credit
Facility, not reflected in the accompanying consolidated balance sheet, total
approximately $399.

The following table presents scheduled principal payments on mortgages and
notes payable as of December 31, 2000:

Year end December 31,
2001...................................................... $ 7,293
2002...................................................... 8,620
2003...................................................... 155,796
2004...................................................... 5,022
2005...................................................... 5,452
Thereafter................................................ 171,825
--------
Total..................................................... $354,008
========

F-11
45
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. LEASES

Approximate future minimum rentals under noncancelable operating leases in
effect at December 31, 2000, assuming no new or renegotiated leases nor option
extensions on lease agreements, are as follows:

Year ended December 31,
2001...................................................... $ 58,247
2002...................................................... 55,311
2003...................................................... 50,853
2004...................................................... 45,183
2005...................................................... 39,133
Thereafter................................................ 272,622
--------
Total..................................................... $521,349
========

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):

2000 1999 1998
---- ---- ----

Numerator:
Net Income................................................ $11,756 $11,839 $ 8,658
Preferred dividends....................................... (3,360) (3,407) (1,614)
--------- --------- ---------
Income available to common shareholders for basic and
dilutive EPS......................................... $ 8,396 $ 8,432 $ 7,044
========= ========= =========
Denominator:
Weighted-average common shares for basic EPS.............. 7,185,603 7,217,993 7,132,517
Effect of dilutive securities:
Options outstanding.................................... 1,778 -- 32,097
--------- --------- ---------
Weighted-average common shares for dilutive EPS........... 7,187,381 7,217,993 7,164,614
--------- --------- ---------
Basic EPS................................................... $1.17 $1.17 $0.99
========= ========= =========
Diluted EPS................................................. $1.17 $1.17 $0.98
========= ========= =========

In 2000, 1999 and 1998, 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. CHANGE IN METHOD OF ACCOUNTING FOR PERCENTAGE RENTAL REVENUE

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
101), which among other topics, requires that real estate companies should not
recognize contingent percentage rents until the specified target that triggers
this type of income is achieved. The Company had previously recorded percentage
rents throughout the year based on rent estimated to be due from the tenant.

The Company has elected to adopt the provisions of SAB 101 as of April 1,
2000. The cumulative effect of such adoption is a reduction in percentage rental
revenue retroactive to January 1, 2000, of approximately $1,264.

F-12
46
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following pro forma amounts reflect the effect of retroactive
application of the change in method of accounting for percentage rents that
would have been made in 1999 and 1998 had the new method been in effect:

2000 1999 1998
---- ---- ----

Pro forma amounts assuming the new method of accounting is
applied retroactively:
Net income................................................ $11,756 $11,656 $ 8,546
Preferred dividends....................................... (3,360) (3,407) (1,614)
------- ------- -------
Net income available to common shareholders............... $ 8,396 $ 8,249 $ 6,932
======= ======= =======
Earnings per share:
Basic.................................................. $1.17 $1.14 $0.97
======= ======= =======
Diluted................................................ $1.17 $1.14 $0.97
======= ======= =======

10. 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
47
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

regulations of the IRS. Based on the report, the Company could be liable for up
to $46.8 million in combined taxes, penalties and interest through March 31,
2001. 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
$48.2 million as of March 31, 2001.

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 determined pursuant to the liquidation basis of
accounting), as disclosed in its most recent quarterly report Form 10-Q for the
period ended September 30, 2000, 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 Company filed an
administrative appeal challenging the findings contained in the IRS agent's
examination report on April 30, 1999.

In December 1999, the Board of Trustees approved the repurchase, at
management's discretion, of up to $10,000 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. As of December 31, 2000, the
Company purchased and retired 89,100 shares of the Company's common stock under
this program at a cost of $1,246.

In connection with the development and expansion of various shopping
centers as of December 31, 2000, the Company has entered into agreements for the
construction of the shopping centers of approximately $1,001.

11. 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, 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

F-14
48
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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, 2000, 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.

12. 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 1,087 common shares at
December 31, 2000. The Plan provides for the award of up to 1,087 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 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

F-15
49
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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, 1997
through December 31, 2000 is as follows:

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

Outstanding at December 31, 1997..................... 272,962 $16.60
Granted.............................................. 243,500 16.91
Exercised............................................ (533) 16.56
Cancelled or forfeited............................... (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
Granted.............................................. 162,000 14.11
Cancelled or expired................................. (13,695) 18.60
------- ------
Outstanding at December 31, 2000..................... 667,629 $16.04
======= ======
Shares exercisable at December 31, 1998.............. 151,152 $16.39
======= ======
Shares exercisable at December 31, 1999.............. 318,119 $16.58
======= ======
Shares exercisable at December 31, 2000.............. 424,954 $16.70
======= ======

At December 31, 2000, the range of exercise prices and weighted average
remaining contractual life of outstanding options was $14.06 -- $21.63, and 7.2
years.

The fair value of options granted during 2000, 1999 and 1998 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:

2000 1999 1998
---- ---- ----

Risk-free interest rate..................................... 6.5% 5.7% 4.8%
Dividend yield.............................................. 11.9% 11.2% 10.8%
Volatility.................................................. 19.0% 17.3% 17.3%
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."

13. 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, 2000 and 1999 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.

F-16
50
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 2000, the Company had outstanding an interest rate swap
agreement with a major financial institution. The agreement has a notional
amount of $25,000 under a three-year term and expires in December 2003. The fair
value of this agreement was ($348) at December 31, 2000.

14. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table sets forth the quarterly results of operations for the
years ended December 31, 2000 and 1999 (in thousands, except per share amounts):

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

2000
Quarter ended:
March 31 $21,828 $3,224 $0.33 $0.33
June 30 24,578 4,972 0.57 0.54
September 30 21,634 2,685 0.26 0.26
December 31 24,287 2,139 0.18 0.18
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

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

(1) As of April 1, 2000, the Company changed its method of accounting for
percentage rents, as required under the Securities and Exchange Commission's
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements." The newly adopted method requires the Company to recognize
contingent percentage rental income only when the specified target that
triggers this type of income is achieved. The cumulative effect of adopting
this change in accounting is a reduction in percentage rental income as of
January 1, 2000.

For the quarters ended during 2000, net income and basic and diluted
earnings per share are before the cumulative effect of the change in accounting
principle.

15. SUBSEQUENT EVENT

In January 2001, the Company sold White Lake MarketPlace to Pontiac Mall
Limited Partnership ("PMLP") for cash of $20,200, resulting in a gain on sale of
approximately $5,000. Various executive officers/directors of the Company are
partners in PMLP. The property was offered for sale, utilizing the services of a
national real estate brokerage firm, and the Company accepted the highest offer
from an unrelated party. Subsequently the buyer cancelled the agreement. PMLP
presented a comparable offer, which resulted in more favorable economic benefits
to the Company. The sale of the property to PMPL was entered into upon the
unanimous approval of the independent members of the Company's board of
directors.

Under terms of an agreement with PMLP, the Company will continue to manage
the property and will receive management fees.

F-17
51

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

16. REAL ESTATE ASSETS

Net Investment in Real Estate Assets at December 31, 2000

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 2000 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.................. Sarasota, FL 1997 710 6,404
Shoppes of Lakeland............ Lakeland, FL 1996 1,279 11,543
Southbay Fashion Center........ Osprey, 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 2000 1999 15,704 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 2000 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 2000 817 7,366
New Towne Plaza................ Canton, MI 1976 1996 1998 817 7,354
Oakbrook Square................ Flint, MI 1996 955 8,591
Roseville Plaza................ Roseville, MI 1996 1994 1,403 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 1997 3,819 43,181
West Oaks I.................... Novi, MI 1981 1996 1997-98 0 6,304
West Oaks II................... Novi, MI 1987 1996 2000 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............. $ 20 $ 854 $ 7,715 $ 8,569 $ 613 (d)
Cox Creek Plaza................ 1,387 932 6,380 7,312 466 (d)
FLORIDA
Crestview Corners.............. 11 400 3,613 4,013 286 (d)
Lantana Plaza.................. 1,121 2,590 3,721 6,311 667 (d)
Naples Towne Center............ 257 218 2,221 2,439 257 (d)
Pelican Plaza.................. 134 710 6,538 7,248 602 (d)
Shoppes of Lakeland............ 154 1,279 11,697 12,976 1,242 (d)
Southbay Fashion Center........ 87 597 5,442 6,039 366 (d)
Sunshine Plaza................. 4,562 1,748 12,014 13,762 2,057 (d)
Village Lakes.................. 43 862 7,811 8,673 589 (d)
GEORGIA
Conyers Crossing............... 312 729 6,874 7,603 393 (d)
Holcomb Center................. 347 658 6,300 6,958 651 (d)
Indian Hills................... 60 706 6,415 7,121 508 (d)
Mays Crossing.................. 35 725 6,567 7,292 526 (d)
MARYLAND
Crofton Plaza.................. 1,137 3,201 7,636 10,837 1,780 (d)
MICHIGAN
Auburn Mile.................... 11,179 15,704 11,179 26,883 0 18,017
Clinton Valley Mall............ 1,885 1,101 11,795 12,896 1,254 (e)
Clinton Valley Strip Center.... 295 399 3,883 4,282 460 (d)
Eastridge Commons.............. 2,056 1,086 11,831 12,917 1,553 (e)
Edgewood Towne Center.......... 22 665 6,003 6,668 704 (d)
Ferndale Plaza................. 27 265 2,415 2,680 289 (d)
Fraser Shopping Center......... 136 363 3,399 3,762 454 (e)
Jackson Crossing............... 7,500 2,249 27,737 29,986 2,950 (e)
Jackson West................... 6,215 2,806 12,485 15,291 1,415 7,880
Lake Orion Plaza............... 85 471 4,318 4,789 512 (e)
Madison Center................. 2,217 817 9,583 10,400 756 (d)
New Towne Plaza................ 1,503 817 8,857 9,674 972 (e)
Oakbrook Square................ 290 955 8,881 9,836 1,093 6,800
Roseville Plaza................ 1,861 1,403 15,056 16,459 1,806 (e)
Southfield Plaza............... 1,275 1,121 11,365 12,486 1,286 (e)
Taylor Plaza................... 15 400 1,945 2,345 219 (d)
Tel-Twelve Mall................ 2,712 3,819 45,893 49,712 5,572 (e)
West Oaks I.................... 2,776 0 9,080 9,080 960 4,081
West Oaks II................... 5,394 1,391 17,913 19,304 1,650 6,641
Whitelake Marketplace.......... 11,015 2,965 11,015 13,980 276 13,574
NORTH CAROLINA
Hickory Corners................ 74 798 7,266 8,064 583 (d)
Holly Springs Plaza............ 33 829 7,503 8,332 594 (d)
Ridgeview Crossing............. 52 1,054 9,546 10,600 756 (e)

F-18
52

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

OHIO
Office Max Center................... Toledo, OH 1994 1996 227 2,042
Spring Meadows Place................ Holland, 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, VA 1998 2,187 19,776
WISCONSIN
West Allis Towne Centre............. West Allis, WI 1987 1996 1,866 16,789
------- --------
Totals.. $71,465 $414,019
======= ========

OHIO
Office Max Center................... 0 227 2,042 2,269 238 (d)
Spring Meadows Place................ 1,001 1,662 15,960 17,622 1,946 5,793
Troy Towne Center................... 1,023 930 9,395 10,325 1,118 (e)
SOUTH CAROLINA
Edgewood Square..................... 13 1,358 12,242 13,600 971 (d)
Taylors Square...................... 285 1,581 14,522 16,103 1,146 (e)
TENNESSEE
Cumberland Gallery.................. 17 327 2,961 3,288 237 (d)
Highland Square..................... 6 913 8,195 9,108 649 3,000
Northwest Crossing.................. 32 1,284 11,598 12,882 922 (e)
Northwest Crossing II............... 1,622 570 1,622 2,192 46
Stonegate Plaza..................... 18 606 5,472 6,078 433 (e)
Tellico Plaza....................... 5 611 5,515 6,126 437 (d)
VIRGINIA
Aquia Towne Center.................. 174 2,187 19,950 22,137 1,141 14,817
WISCONSIN
West Allis Towne Centre............. 31 1,866 16,820 18,686 1,965 (e)
------- ------- -------- -------- -------
$72,511 $71,809 $486,186 $557,995 $48,366
======= ======= ======== ======== =======

- -------------------------
(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 $447 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, 2000, and 1999 are as follows:

REAL ESTATE ASSETS 2000 1999
------------------ ---- ----

Balance at beginning of period.............. $542,955 $535,980
Land Development/Acquisitions............... -- 18,135
Capital Improvements........................ 17,354 25,041
Sale of Assets.............................. (2,314) (36,201)
-------- --------
Balance at end of period.................... $557,995 $542,955
======== ========

ACCUMULATED DEPRECIATION 2000 1999
------------------------ ---- ----

Balance at beginning of period................ $35,492 $26,136
Sales/Retirements............................. -- (2,752)
Depreciation.................................. 12,874 12,108
------- -------
Balance at end of period...................... $48,366 $35,492
======= =======

F-19
53

RAMCO-GERSHENSON PROPERTIES TRUST

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

BALANCE AT
BEGINNING CHARGED BALANCE AT
OF YEAR TO EXPENSE DEDUCTIONS END OF YEAR
---------- ---------- ---------- -----------
(DOLLARS IN THOUSANDS)

Year ended December 31, 2000 --
Allowance for doubtful accounts.................. $1,490 $330 $537 $1,283
Year ended December 31, 1999 --
Allowance for doubtful accounts.................. $1,298 $559 $367 $1,490
Year ended December 31, 1998 --
Allowance for doubtful accounts.................. $ 910 $465 $ 77 $1,298

F-20
54

EXHIBIT INDEX

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.
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 Situations 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.
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.
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.

.3910 Limited Liability Company Agreement of RPT/ INVEST LLC 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.

10.40 Amended, Restated and Consolidated Mortgage dated August 25, 2000 between Ramco-Gershenson
Properties, L.P., (the "Operating Partnership"), and The Lincoln National Life Insurance
Company, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the Period ended September 30, 2000.
10.41 Second Amendment to Mortgage dated August 25, 2000 made by the Operating Partnership in
connection with the Operating Partnership's $25,000,000 borrowing arrangement, incorporated
by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the Period
ended September 30, 2000.
10.42 Form of Note dated August 25, 2000 made by the Operating Partnership, as Maker, in
connection with the Operating Partnership's $25,000,000 borrowing arrangement, incorporated
by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the Period
ended September 30, 2000.
10.43 Third Amended and Restated Master Revolving Credit Agreement dated as of September 29, 2000
among the Operating Partnership, as Borrower, the Trust, as Guarantor and Fleet National
Bank and the other Banks which may become parties to the loan agreement, and Fleet National
Bank, 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, 2000.
10.44 Form of Third Amended and Restated Note dated September 29, 2000 made by the Operating
Partnership, in connection with the Operating Partnership's $110,000,000 borrowing
arrangement, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on
Form 10-Q for the Period ended September 30, 2000.
10.45 First Amended and Restated Unsecured Term Loan Agreement dated September 29, 2000 among the
Operating Partnership, as Borrower and Ramco-Gershenson Properties Trust, as Guarantor, and
Fleet National Bank and other Banks which may become parties to this agreement, and Fleet
National Bank, as Agent, incorporated by reference to Exhibit 10.6 to the Company's
Quarterly Report on Form 10-Q for the Period ended September 30, 2000.
10.46 Note dated September 29, 2000 in the principal amount of $25,000,000 made by the Operating
Partnership, as Borrower, in favor of Fleet National Bank and other Banks, incorporated by
reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the Period
ended September 30, 2000.
10.47 Form of Contract of Sale dated November 9, 2000 relating to the sale of White Lake
MarketPlace made by the Company, as seller, and Pontiac Mall Limited Partnership, as the
purchaser (transaction closed on January 29, 2001).
21.1 Subsidiaries
23.1 Consent of Deloitte & Touche LLP.