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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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, 1997

[ ]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.)
Incorporated 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

Share Purchase Rights New York Stock Exchange

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

None

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

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

Aggregate market value of the voting shares held by non-affiliates of the
registrant as of March 3, 1998: approximately $138,157,000.

Approximately 7,123,355 Common Shares of Beneficial Interest of the
registrant were outstanding as of March 3, 1998.

DOCUMENT INCORPORATED BY REFERENCE: Portions of the 1998 Ramco-Gershenson
Properties Trust 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 the annual meeting of shareholders to be held on June 10,
1998 are incorporated by reference into Part III.
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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.................................................. 9
3. Legal Proceedings........................................... 14
4. Submission of Matters to a Vote of Security Holders......... 14
PART II 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 15
6. Selected Financial Data..................................... 17
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 19
8. Financial Statements and Supplementary Data................. 29
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 29
PART III 10. Directors and Executive Officers of the Registrant.......... 30
11. Executive Compensation...................................... 30
12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 30
13. Certain Relationships and Related Transactions.............. 30
PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K......................................................... 31
35
SIGNATURES.....................................................................

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PART I

ITEM 1. BUSINESS

GENERAL

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

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

In May 1996, the Company (i) acquired substantially all of the shopping
center and retail properties as well as the management organization and business
operations, of Ramco-Gershenson, Inc. and certain of its affiliates (the "Ramco
Acquisition"), (ii) changed the Company's name from RPS Realty Trust to Ramco-
Gershenson Properties Trust, (iii) combined the outstanding shares of the
Company by way of a one-for-four reverse split, and, (iv) spun-off eight
mortgage loans and two real properties (the "RPS Mortgage Assets") to Atlantic
Realty Trust , a newly formed real estate investment trust ("Atlantic"). The
Ramco Acquisition was accomplished by the transfer by the Company to
Ramco-Gershenson Properties, L.P. (the "Operating Partnership"), a Delaware
limited partnership of which the Company is the general partner, of six
properties containing approximately 931,000 square feet of gross leasable area
("GLA") and of $68,000,000 in cash, and by the transfer to the Operating
Partnership by the principals of Ramco-Gershenson, Inc. (the "Ramco Principals")
and by their affiliates (collectively the "Ramco Group"), of, (a) 20 properties
containing approximately 4,826,000 square feet of gross leasable area (the
"Ramco Properties"), (b) 100% of the non-voting stock and 5% of the voting stock
(representing in excess of 95% of the economic interest) in Ramco-Gershenson,
Inc. ("Ramco") (c) 50% general partner interests in two partnerships which each
own a shopping center comprising a total of approximately 288,000 square feet of
GLA (d) rights in and/or options to acquire certain development land totaling
approximately 155 acres, (e) options to acquire interests in six shopping center
properties and (f) five outparcels totaling 7.1 acres. In return for its
transfers, the Ramco Group received 2,377,492 Units ("Units") of the Operating
Partnership (representing an approximate 25% limited partnership interest in the
Operating Partnership). The acquisition was accounted for using the purchase
method. The purchase price was allocated to the assets acquired and liabilities
assumed based upon their estimated fair market value. Units were valued at
approximately $16.50 per share representing the average trading price of the
Company's stock immediately preceding and following the Ramco Acquisition. In
addition, the Ramco Group received 279,181 Units as a partial earnout relative
to Jackson Crossing Shopping Center (representing an approximate 2% limited
partnership interest in the Operating Partnership). The Ramco Group's aggregate
Units of 2,656,673 represented an approximate 27% limited partnership interest
in the Operating Partnership. The Company assumed approximately $176,556,000 of
secured indebtedness on the Ramco Properties. The aggregate interest in the
Operating Partnership to be received by the Ramco Group may be increased to a
maximum of approximately 29% if certain leasing objectives with respect to
Jackson Crossing were fulfilled by March 31, 1997. The Company is in the process
of evaluating the Jackson Crossing earnout and determining appropriate due
diligence procedures to be performed relative to the

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proposed calculation. The potential impact of additional units is not expected
to be material. Subject to certain limitations, the Units in the Operating
Partnership are exchangeable into common shares of the Company on a one-for-one
basis. No Units have been exchanged to date. In connection with the Ramco
Acquisition, the Company entered into three-year employment agreements with Joel
D. Gershenson (the Chairman and a Director of the Company), Dennis E. Gershenson
(the President and a Director of the Company), Richard D. Gershenson (an
Executive Vice President and the Secretary of the Company), Bruce A. Gershenson
(an Executive Vice President and the Treasurer of the Company) and Michael A.
Ward (an Executive Vice President and the Chief Operating Officer of the
Company). The Ramco Acquisition permitted the Company to become a
self-administered, self-managed and fully integrated real estate investment
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").

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,
1997, the Company had a portfolio of 50 shopping centers, with more than
9,700,000 square feet of gross leasable area, located in Michigan, Ohio,
Florida, New York, New Jersey, Maryland, North Carolina, South Carolina,
Tennessee, Alabama, Wisconsin and Georgia.

The Company's properties consist of 2 regional enclosed malls, 39 community
centers, 6 power centers, and 3 single tenant retail properties. Regional
enclosed malls are larger retail properties (containing 400,000 to more than
1,000,000 square feet of GLA) with two or more department stores as anchors and
a wide variety of stores along enclosed, climate controlled malls connecting the
anchors.

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 conducts substantially all of its business through 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; 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.

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.

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Ramco performs all property management functions for the properties. At
December 31, 1997, Ramco had 129 full-time employees devoted exclusively to
property management, including on-site personnel. Property management efforts
are directed toward improving tenant sales and rents by continually
repositioning the centers. Ramco strives to meet the needs of its tenants in the
areas of promotion, marketing and ongoing management of its properties and seeks
to bring together a sufficient critical mass of complementary tenants. As part
of its property management efforts, Ramco monitors tenant mix, store size, sales
results and store locations, and works closely with tenants to improve the
overall performance of their stores. Ramco seeks to anticipate trends in the
retailing industry and introduce new retail names and concepts into its shopping
center properties in response to these trends.

As part of its ongoing business strategy, the Company seeks to expand and
redevelop existing properties in its shopping center portfolio, as well as newly
acquired properties, 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. 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.

DEVELOPMENTS IN 1997

In May 1997 the Company acquired Madison Center in Madison Heights,
Michigan for approximately $7,400,000. The shopping center is an approximately
186,000 square foot community center anchored by Kmart (87,000 square feet),
Dunhams (25,000 square feet), and Oakridge Market (20,000 square feet). The
Madison Center is well located in a densely populated trade area with
opportunities including the potential expansion of several anchor stores,
reconfiguration of existing retail space and development of pad sites on the
property.

Pelican Plaza, located in Sarasota, Florida, was acquired in July 1997 for
$7,200,000. The shopping center is an approximately 106,000 square foot
community shopping center/office development anchored by Linens 'N Things
(36,000 square feet). The shopping center is strategically located directly
across the street from Sarasota Square, the largest regional enclosed mall in
Sarasota County.

On October 30, 1997, the Company completed the acquisition of 15 shopping
center properties (the "Southeast Portfolio") which contain approximately 2.5
million square feet of GLA. Approximately 539,000 square feet of GLA at seven of
the Southeast Portfolio shopping centers is leased to Wal-Mart, but not
currently occupied by Wal-Mart, although Wal-Mart remains obligated under the
respective lease agreements. Wal-Mart has entered into various subleases with
sub-tenants currently covering approximately 277,000 square feet of GLA.
Wal-Mart remains obligated under the terms of the respective lease agreements
for varying time periods.

The properties were acquired for approximately $124,500,000. The Southeast
Portfolio is comprised of the following:

Athens Town Center is a 210,000 square foot community center located in
Athens, Alabama. The center is anchored by Wal-Mart (86,000 square feet) and
Bruno's (43,000 square feet). Wal-Mart has subleased its space to Goody's Family
Clothing, Tractor Supply Co. and Big Lots.

Cox Creek Plaza is a 139,000 square foot community center located in
Florence, Alabama. The center is anchored by Wal-Mart (99,000 square feet).
Wal-Mart has subleased its space to Goody's Family Clothing and Toys R Us.

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Crestview Corners is a 112,000 square foot community center located in
Crestview, Florida. The center is anchored by Wal-Mart (51,000 square feet) and
Fleming Foods (29,000 square feet). Wal-Mart currently is not occupying its
leased premises but remains obligated to pay rent under the lease agreement.

Cumberland Gallery is a 98,000 square foot community center located in New
Tazewell, Tennessee. The center is anchored by Wal-Mart (41,000 square feet) and
Ingles Grocery (32,000 square feet).

Edgewood Square is a 217,000 square foot community center located in North
Augusta, South Carolina. The center is anchored by Wal-Mart (123,000 square
feet), Goody's Family Clothing (35,000 square feet), and Bi-Lo Grocery (32,000
square feet).

Hickory Corners is a 147,000 square foot community center located in
Hickory, North Carolina. The center is anchored by Wal-Mart (82,000 square feet)
and Food Lion Grocery (25,000 square feet). Construction of a 23,500 square foot
OfficeMax store was completed and the store opened in January 1998. Wal-Mart has
subleased its space to Media Play and Toys R Us.

Highland Square is a 172,000 square foot community center located in
Crossville, Tennessee. The center is anchored by Wal-Mart (82,000 square feet)
and Kroger (49,000 square feet). Wal-Mart currently is not occupying its leased
premises but remains obligated to pay rent under the lease agreement.

Holly Springs is a 156,000 square foot community center located in
Franklin, North Carolina. The center is anchored by Wal-Mart (92,000 square
feet) and Ingles Grocery (32,000 square feet).

Indian Hills is a 129,000 square foot community center located in Calhoun,
Georgia. The center is anchored by Wal-Mart (66,000 square feet) and Ingles
Grocery (32,000 square feet). Wal-Mart currently is not occupying its leased
premises but remains obligated to pay rent under the lease agreement.

Mays Crossing is a 137,000 square foot community center located in
Stockbridge, Georgia. The center is anchored by Wal-Mart (73,000 square feet)
and Ingles Grocery (27,000 square feet). Wal-Mart has subleased its space to Old
America Stores and Big Lots.

Northwest Crossing is a 262,000 square foot community center located in
Knoxville, Tennessee. The center is anchored by Wal-Mart (139,000 square feet),
Ingles Grocery (44,000 square feet), and Goody's Family Clothing (35,000 square
feet).

Ridgeview Crossing is a 212,000 square foot community center located in
Elkin, North Carolina. The center is anchored by Wal-Mart (110,000 square feet),
Ingles Grocery (32,000 square feet), and Belk Department Store (35,000 square
feet).

Stonegate Plaza is a 138,000 square foot community center located in
Kingsport, Tennessee. The center is anchored by Wal-Mart (102,000 square feet)
and Food Lion Grocery (25,000 square feet).

Taylors Square is a 243,000 square foot community center located in
Greenville, South Carolina. The center is anchored by Wal-Mart (134,000 square
feet), Belk Department Store (41,000 square feet), and Goody's Family Clothing
(35,000 square feet).

Tellico Plaza is a 114,000 square foot community center located in Lenoir
City, Tennessee. The center is anchored by Wal-Mart (66,000 square feet) and
Bi-Lo Grocery (29,000 square feet).

In December 1997, the Company acquired Village Lakes Shopping Center in
Land O' Lakes, Florida for approximately $8,600,000. The shopping center is an
approximately 186,000 square foot community center. Village Lakes is anchored by
Wal-Mart (85,000 square feet) and Kash 'N Karry Food Store (40,000 square feet).

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
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markets where the Company's properties are located. These developers may have
greater financial resources than the Company. The number of competitive
commercial properties in a particular area could have a material effect on the
Company's ability to lease space in its properties or at newly developed or
acquired properties and on the rents charged. In addition, the Company may face
competition from alternate forms of retailing, including home shopping networks,
mail order catalogues and on-line based shopping services which may limit the
number of retail tenants that desire to seek space in shopping center properties
generally, all of which may affect the Company's ability to make expected
distributions.

The Company is subject to the risks that upon expiration of leases for
space located in its properties, the leases may not be renewed, the space may
not be relet or the terms of renewal or reletting (including the cost of
required renovations) may be less favorable than current lease terms. Leases on
a total of approximately 6.97% of the Company owned GLA will expire in 1998. If
the Company was unable to promptly relet or renew the leases for all or a
substantial portion of this space and, if the rental rates upon such renewal or
reletting were significantly lower than expected rates, then the Company's cash
flow and ability to make distributions to Shareholders may be adversely
affected. If the Company was unable to maintain its current occupancy levels
then the Company's cash flow and ability to make expected distributions to
Shareholders may be adversely affected.

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

TAX MATTERS

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

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

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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 attorneys 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.

Although the IRS agent conducting the examination has not issued his final
examination report with respect to the tax issues raised in the Tax Audit,
including the Asset Issue (collectively, the "Tax Issues"), the Company has
received a preliminary draft of the examining agent's report. The draft 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. If the final report were issued in its current form, the
liability of Atlantic to indemnify the Company may be substantial. The
Continuing Trustees of the Company are engaged in ongoing discussions with the
examining agent and his supervisors with regard to the positions set forth in
the draft report. There can be no assurance that, after conclusion of
discussions with such agent and his supervisors regarding the draft report, the
examining agent will not issue the proposed report in the form previously
delivered to the Company (or another form). 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, pursuant to the tax agreement between Atlantic and the
Company, Atlantic has assumed all liability arising out of the Tax Audit and the
Tax Issues. Based on the amount of Atlantic's assets, as disclosed in its Annual
Report on Form 10-K for the year ended December 31, 1997, 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.

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.

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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 business
or 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 the 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. The Ramco Principals, 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.

Year 2000 Compliance. The Company has assessed the exposure of its computer
systems presented by the upcoming change in the millenium. Based on the
assessment, the Company believes that all of the Company's material computer
systems are currently year 2000 compliant. The Company does not believe that any
material expenditures will be required to be fully year 2000 compliant.

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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 COMPANY RENTAL
STATE PROPERTIES OWNED GLA AT DECEMBER 31, 1997
----- ---------- --------- --------------------

Michigan.............................. 20 3,551,501 $24,097,503
Florida............................... 7 1,059,582 4,914,136
Tennessee............................. 5 784,090 4,221,113
Georgia............................... 3 372,856 2,347,412
North Carolina........................ 3 514,044 2,845,401
Ohio.................................. 3 378,218 3,521,262
Alabama............................... 2 348,790 1,499,133
New York.............................. 2 98,635 442,338
South Carolina........................ 2 460,803 2,761,808
Maryland.............................. 1 250,016 1,380,245
New Jersey............................ 1 224,249 2,262,672
Wisconsin............................. 1 329,407 2,196,088
-- --------- -----------
Total............................ 50 8,372,191 $52,489,111
== ========= ===========

- -------------------------
(1) Annualized Base Rental Revenue is December 1997 base rental revenues
multiplied by 12.

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, all of the properties are 100% owned by the Operating Partnership or
its subsidiaries.

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

9
11

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/NA 99,428
FLORIDA
Crestview Corners............. Crestview, FL Community Center 1997/1993 79,603
Shoppes of Lakeland........... Lakeland, FL Power Center 1996/NA 216,792
Lantana Plaza................. Lantana, FL Community Center 1993/NA 40,275
Naples Towne Center........... Naples, FL Community Center 1983/NA 104,577 21,000
Sunshine Plaza................ Tamarac, FL Community Center 1991/NA 146,342
Pelican Plaza................. Sarasota, FL Community Center 1997/NA 35,768
Village Lakes Shopping
Center....................... Land O' Lakes, FL Community Center 1997/NA 125,141
GEORGIA
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
MICHIGAN
Clinton Valley Mall........... Sterling Heights, MI Community Center 1979/1993 108,680
Clinton Valley Strip.......... Sterling Heights, MI Community Center 1979/NA 50,000 0
Eastridge Commons............. Flint, MI Community Center 1990/1997 101,909 123,869
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 1990/1996 254,243 112,967
Jackson West.................. Jackson, MI Community Center 1996/NA 153,997
Kentwood Towne Centre[2]...... Kentwood, MI Power Center 1989/NA 101,909 122,390

% OF TOTAL
COMPANY
COMPANY TOTAL TOTAL COMPANY OWNED
OWNED SHOPPING COMPANY % OF TOTAL OWNED GLA GLA LEASED
TENANT CENTER OWNED COMPANY LEASED AS AS OF
PROPERTY GLA GLA GLA OWNED GLA OF 12/31/97 12/31/97
-------- ------- -------- ------- ---------- ----------- ----------

ALABAMA
Athens Town Center............ 80,815 209,562 209,562 2.5% 185,087 88.3%

Cox Creek Plaza............... 39,800 139,228 139,228 1.7% 127,528 91.6%
FLORIDA
Crestview Corners............. 32,050 111,653 111,653 1.3% 110,453 98.9%

Shoppes of Lakeland........... 32,000 248,792 248,792 3.0% 245,592 98.7%

Lantana Plaza................. 76,022 116,297 116,297 1.4% 99,497 85.6%
Naples Towne Center........... 23,152 148,729 44,152 0.5% 14,578 33.0%

Sunshine Plaza................ 99,729 246,071 246,071 2.9% 75,149 30.5%
Pelican Plaza................. 70,373 106,141 106,141 1.3% 93,801 88.4%
Village Lakes Shopping
Center....................... 61,335 186,476 186,476 2.2% 186,476 100.0%

GEORGIA
Holcomb Center................ 66,835 106,503 106,503 1.3% 91,235 85.7%
Indian Hills.................. 31,200 129,130 129,130 1.5% 126,730 98.1%

Mays Crossing................. 37,040 137,223 137,223 1.6% 136,023 99.1%

MARYLAND
Crofton Plaza................. 68,977 250,016 250,016 3.0% 248,927 99.6%

MICHIGAN
Clinton Valley Mall........... 48,333 157,013 157,013 1.9% 156,868 99.9%
Clinton Valley Strip.......... 44,360 94,360 44,360 0.5% 44,360 100.0%
Eastridge Commons............. 45,637 271,415 169,506 2.0% 169,506 100.0%

Edgewood Towne Center......... 62,233 295,029 85,757 1.0% 85,757 100.0%

Ferndale Plaza................ 30,916 30,916 30,916 0.4% 30,916 100.0%
Fraser Shopping Center........ 23,800 76,584 76,584 0.9% 74,584 97.4%

Jackson Crossing.............. 267,292 634,502 380,259 4.5% 314,939 82.8%

Jackson West.................. 35,320 189,317 189,317 2.3% 189,317 100.0%

Kentwood Towne Centre[2]...... 61,265 285,564 183,655 2.2% 183,655 100.0%

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

ALABAMA
Athens Town Center............ Wal-Mart(4)
Bruno's Food World
Cox Creek Plaza............... Wal-Mart(4)
FLORIDA
Crestview Corners............. Wal-Mart(4)
Fleming Foods
Shoppes of Lakeland........... Builder's Square
Montgomery Ward
Service Merchandise
Lantana Plaza................. Publix
Naples Towne Center........... Florida Food & Drug(1)
Kmart(1)
Sunshine Plaza................ Publix
Pelican Plaza................. Linens 'N Things
Village Lakes Shopping
Center....................... Wal-Mart
Kash 'N Karry Food Store
GEORGIA
Holcomb Center................ A & P
Indian Hills.................. Wal-Mart(4)
Ingles Grocery
Mays Crossing................. Wal-Mart(4)
Ingles Grocery
MARYLAND
Crofton Plaza................. Basic's Supermarket
Drug Emporium
Kmart
MICHIGAN
Clinton Valley Mall........... Montgomery Ward
Clinton Valley Strip.......... Service Merchandise(1)
Eastridge Commons............. T.J. Maxx
Farmer Jack
Staples
Target(1)
Edgewood Towne Center......... OfficeMax
Sam's Club(1)
Target(1)
Ferndale Plaza................ None
Fraser Shopping Center........ Oakridge Market
Rite-Aid
Jackson Crossing.............. Kohl's Department Store
Sears(1)
Target(1)
Toys R Us
Jackson West.................. Lowe's
OfficeMax
Kentwood Towne Centre[2]...... Builder's Square
OfficeMax
Target(1)

10
12

Lake Orion Plaza.............. Lake Orion, MI Community Center 1977/NA 114,574
Madison Center................ Madison Heights, MI Community Center 1997/NA 132,360
New Towne Plaza............... Canton, MI Community Center 1976/1993 95,810
Oak Brook Square.............. Flint, MI Community Center 1989/NA 57,160
Roseville Plaza............... Roseville, MI Community Center 1983/1994 114,507
Southfield Plaza.............. Southfield, MI Community Center 1983/1983 128,192
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 504,448
West Oaks I................... Novi, MI Power Center 1981/1997 207,833
West Oaks II.................. Novi, MI Power Center 1987/NA 220,097 25,000
NEW JERSEY
Chester Springs............... Chester, NJ Community Center 1994/NA 81,760
NEW YORK
Toys R Us..................... Commack, NY Single Tenant Retail 1992/NA 47,500
Trinity Corners............... Pound Ridge, NY Community Center 1992/NA 28,515
NORTH CAROLINA
Hickory Corners............... Hickory, NC Community Center 1997/1987 106,922
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

Lake Orion Plaza.............. 14,878 129,452 129,452 1.5% 129,452 100.0%

Madison Center................ 60,384 192,744 192,744 2.3% 176,006 91.3%

New Towne Plaza............... 67,594 163,404 163,404 1.9% 163,404 100.0%
Oak Brook Square.............. 83,122 140,282 140,282 1.7% 136,382 97.2%

Roseville Plaza............... 116,824 265,531 265,531 3.2% 244,455 92.1%

Southfield Plaza.............. 37,168 165,360 165,360 2.0% 165,360 100.0%

Southfield Plaza
Expansion(2)................. 19,410 19,410 19,410 0.2% 15,800 81.4%
Taylor Plaza.................. 0 122,374 122,374 1.5% 122,374 100.0%
Tel-Twelve Mall............... 168,022 672,470 672,470 8.0% 656,719 97.7%

West Oaks I................... 34,330 242,163 242,163 2.9% 201,482 83.2%

West Oaks II.................. 95,944 341,041 120,944 1.4% 116,489 96.3%

NEW JERSEY
Chester Springs............... 142,489 224,249 224,249 2.7% 214,194 95.5%

NEW YORK
Toys R Us..................... 0 47,500 47,500 0.6% 47,500 100.0%
Trinity Corners............... 22,620 51,135 51,135 0.6% 35,134 68.7%
NORTH CAROLINA
Hickory Corners............... 40,014 146,936 146,936 1.8% 144,136 98.1%

Holly Springs Plaza........... 31,100 155,584 155,584 1.9% 154,084 99.0%

Ridgeview Crossing............ 42,865 211,524 211,524 2.5% 210,024 99.3%

OHIO
OfficeMax Center.............. 0 22,930 22,930 0.3% 22,930 100.0%

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

Lake Orion Plaza.............. Kmart
Farmer Jack (A&P)
Madison Center................ Kmart
Oakridge Market
Dunham's
New Towne Plaza............... Kmart
Oak Brook Square.............. Kids R Us
T.J. Maxx
Roseville Plaza............... A & P
Marshall's
Service Merchandise
Southfield Plaza.............. Burlington Coat Factory
Marshall's
Service Merchandise
Southfield Plaza
Expansion(2)................. None
Taylor Plaza.................. Kmart
Tel-Twelve Mall............... Kmart
Montgomery Ward
Office Depot
Crowley's
Circuit City
Media Play
Chrysler (land lease)
Crowley's (land lease)
West Oaks I................... Circuit City
Kmart (land lease)
Service Merchandise
West Oaks II.................. Builder's Square(1)
Kids R Us(1)
Kohl's Department
Store(1)
Marshall's
Toys R Us(1)
NEW JERSEY
Chester Springs............... Shop-Rite Supermarket
Rickel Home Centers
NEW YORK
Toys R Us..................... Toys R Us
Trinity Corners............... Scott's Corner Market
NORTH CAROLINA
Hickory Corners............... Food Lion Grocery
Wal-Mart(4)
Holly Springs Plaza........... Ingles Grocery
Wal-Mart
Ridgeview Crossing............ Belk Department Store
Ingles Grocery
Wal-Mart
OHIO
OfficeMax Center.............. OfficeMax

11
13

Spring Meadows Place.......... Holland, OH Power Center 1987/1997 275,372 81,125
Troy Towne Center............. Troy, OH Community Center 1990/1996 90,921 85,000
SOUTH CAROLINA
Edgewood Square............... North Augusta, SC Community Center 1997/1995 189,544
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 218,443
Stonegate Plaza............... Kingsport, TN Community Center 1997/1993 127,042
Tellico Plaza................. Lenoir City, TN Community Center 1997/NA 94,805
WISCONSIN
West Allis Town Centre........ West Allis, WI Community Center 1987/NA 0 216,474
--------- ---------
Total...................... 1,408,300 5,519,742
========= =========

Spring Meadows Place.......... 117,366 473,863 198,491 2.4% 191,277 96.4%

Troy Towne Center............. 71,797 247,718 156,797 1.9% 149,200 95.2%

SOUTH CAROLINA
Edgewood Square............... 27,775 217,319 217,319 2.6% 209,619 96.5%

Taylors Square................ 33,760 243,484 243,484 2.9% 243,484 100.0%

TENNESSEE
Cumberland Gallery............ 24,851 98,155 98,155 1.2% 91,255 93.0%

Highland Square............... 40,420 171,546 171,546 2.0% 168,296 98.1%

Northwest Crossing............ 43,264 261,707 261,707 3.1% 260,212 99.4%

Stonegate Plaza............... 11,448 138,490 138,490 1.7% 138,490 100.0%

Tellico Plaza................. 19,387 114,192 114,192 1.4% 114,192 100.0%

WISCONSIN
West Allis Town Centre........ 112,933 329,407 329,407 3.9% 321,745 97.7%

--------- --------- --------- ----- --------- ------
Total...................... 2,818,249 9,780,491 8,372,191 100.0% 7,834,673 93.6%
========= ========= ========= ===== ========= ======

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

Spring Meadows Place.......... Dick's Sporting Goods(1)
OfficeMax
SuperPetz
Target(1)
T.J. Maxx
Service Merchandise(1)
Kroger(1)
Troy Towne Center............. County Market
Sears Hardware
Stage Department Store
Wal-Mart(1)
SOUTH CAROLINA
Edgewood Square............... Bi-Lo Grocery
Goody's Family Clothing
Wal-Mart
Taylors Square................ Wal-Mart
Belk Department Store
Goody's Family Clothing
TENNESSEE
Cumberland Gallery............ Wal-Mart
Ingles Grocery
Highland Square............... Wal-Mart(4)
Kroger
Northwest Crossing............ Wal-Mart
Ingles Grocery
Goody's Family Clothing
Stonegate Plaza............... Wal-Mart
Food Lion Grocery
Tellico Plaza................. Wal-Mart
Bi-Lo Grocery
WISCONSIN
West Allis Town Centre........ Builder's Square
Kmart
Kohls Supermarket (A&P)

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 their respective lease
agreement.

12
14

TENANT INFORMATION

The following table sets forth, as of December 31, 1997 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.

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

Wal-Mart.......................... 16 1,431,499 17.10% $ 6,239,653 11.89%
Kmart............................. 8 780,361 9.32 2,167,276 4.13
A&P/Farmer Jack................... 5 231,257 2.76 1,886,191 3.59
Montgomery Ward................... 5 358,130 4.28 1,458,494 2.78
Builder's Square.................. 3 249,440 2.98 1,345,086 2.56
OfficeMax......................... 5 116,823 1.40 1,138,244 2.17
Circuit City...................... 3 100,439 1.20 1,418,639 2.70
--------- ----- ----------- -----
3,267,949 39.03% $15,653,583 29.82%
========= ===== =========== =====

- -------------------------
(1) Annualized Base Rental Revenue is December 1997 base rental revenue
multiplied by 12.

Approximately 539,000 square feet of GLA at seven of the Southeast
Portfolio shopping centers is leased to Wal-Mart, but not currently occupied by
Wal-Mart, although Wal-Mart remains obligated under the respective lease
agreements. Wal-Mart has entered into various subleases with sub-tenants
currently covering approximately 277,000 square feet of GLA.

During July 1997 Montgomery Ward ("Wards"), a tenant at three of the
Company's properties (Tel-Twelve Mall, Clinton Valley Mall and Shoppes of
Lakeland), filed for protection under Chapter 11 of the Bankruptcy Code. In
October 1997, Wards issued a list of anticipated store closings which included
the stores at the Company's Clinton Valley Mall. This location consists of a
101,200 square foot department store and a 7,480 square foot TBA store (Tires,
Batteries and Automotive). The Company was notified in March 1998 that Wards
intends to reject the lease. The Company is pursuing replacement tenants to
lease the space. On an annual basis, Wards pays approximately $1,000,000 in base
rent, operating and real estate tax expense reimbursements for the Clinton
Valley Mall.

The following table sets forth, as of December 31, 1997, the total GLA
leased to anchors, retail tenants, and available space, in the aggregate, of the
Company's properties.

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

Anchor...................................... 5,364,325 64.07% $27,745,123 52.86%
Retail (non-anchor)......................... 2,470,348 29.51 24,743,988 47.14
Available................................... 537,518 6.42 -- --
--------- ------ ----------- ------
Total.................................. 8,372,191 100.00% $52,489,111 100.00%
========= ====== =========== ======

- -------------------------
(1) Annualized Base Rental Revenue is December 1997 base rental revenue
multiplied by 12.

The following table sets forth as of December 31, 1997, the total GLA
leased to national, regional and local tenants, in the aggregate, of the
Company's properties.

National.................................... 6,565,335 78.42% $39,980,053 76.17%
Regional.................................... 337,671 4.03 3,036,540 5.78
Local....................................... 931,667 11.13 9,472,518 18.05
Vacant...................................... 537,518 6.42 -- --
--------- ------ ----------- ------
Total.................................. 8,372,191 100.00% $52,489,111 100.00%
========= ====== =========== ======

- -------------------------
(1) Annualized Base Rental Revenue is December 1997 base rental revenue
multiplied by 12.

13
15

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

AVERAGE BASE % OF ANNUALIZED
% OF TOTAL ANNUALIZED RENTAL REVENUE BASE RENTAL
LEASED COMPANY COMPANY BASE RENTAL PER SQ. FT. AS OF REVENUE AS OF
NO. OF OWNED GLA OWNED GLA REVENUE AS OF 12/31/97 12/31/97
LEASE LEASES EXPIRING (IN REPRESENTED BY 12/31/97 UNDER UNDER REPRESENTED BY
EXPIRATION EXPIRING SQUARE FEET) EXPIRING LEASES EXPIRING LEASES(1) EXPIRING LEASES EXPIRING LEASES
---------- -------- -------------- --------------- ------------------ ----------------- ---------------

1998................. 129 583,577 6.97% $4,336,168 $7.43 8.26%
1999................. 161 550,901 6.58 5,002,247 9.08 9.53
2000................. 149 656,275 7.84 5,409,598 8.24 10.31
2001................. 103 528,913 6.32 3,587,791 6.78 6.84
2002................. 88 577,118 6.89 3,830,428 6.64 7.30

- -------------------------
(1) Annualized Base Rental Revenue is December 1997 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

The Special Meeting of Shareholders of the Company was held on December 18,
1997 to consider and vote upon the following matters:

(1) A proposal to consider and vote upon the changing of the Company's
state of organization from Massachusetts to Maryland through the
termination of the Massachusetts Trust's current Amended and Restated
Declaration of Trust by amending such Amended and Restated Declaration of
Trust to provide for the termination of the Massachusetts Trust, the merger
(the "Change of Venue Merger") of the Massachusetts Trust into a
newly-formed Maryland real estate investment trust subsidiary and the
conversion of each outstanding share of beneficial interest of the
Massachusetts Trust into a common share of beneficial interest of the
surviving Maryland trust.

(2) A proposal to consider and vote upon the issuance of Series A
Convertible Preferred Shares of the Company and common shares of beneficial
interest of the Company to holders of Series A Convertible Preferred Shares
issued by the Company upon the conversion or redemption of such Series A
Convertible Preferred Shares.

The following table shows the number of votes for and against each
proposal and the number of votes abstaining with respect to each proposal:

PROPOSAL FOR AGAINST ABSTAIN
- -------- --- ------- -------

First................................. 3,604,254 374,470 62,618
Second................................ 3,557,683 403,738 79,921

There were no broker non-votes with respect to any of the proposals at the
Special Meeting.

14
16

PART II

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

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

The following table shows high and low closing prices per share for each
quarter in 1996 and 1997. The closing prices have been adjusted to reflect the
effect of the one-for-four reverse split effective May 1, 1996. On May 10, 1996
the Company spun-off the RPS Mortgage Assets to Atlantic Realty Trust and
effected a stock dividend of shares of Atlantic Realty Trust to shareholders of
the Company; trading price information for subsequent periods does not include
any adjustment for the spin-off transaction.

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

March 31, 1996............................................. $19.500 $18.000
June 30, 1996.............................................. 19.000 15.000
September 30, 1996......................................... 17.000 15.375
December 31, 1996.......................................... 17.750 16.250
March 31, 1997............................................. 18.125 16.750
June 30, 1997.............................................. 18.250 16.625
September 30, 1997......................................... 19.938 17.875
December 31, 1997.......................................... 20.063 18.063

HOLDERS -- The approximate number of holders of record of the Company's
Common Shares was 4,406 as of March 3, 1998.

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, 1997 and 1996, as adjusted for the one-for-four
reverse split effective May 1, 1996 are summarized as follows.

The Company declared the following cash distributions per share to common
shareholders for the year ended December 31, 1996. The distribution paid April
29, 1996 has been adjusted to reflect the effect of the one-for-four reverse
split.

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

April 7, 1996..................................... $.32 April 29, 1996
July 8, 1996...................................... $.28 July 23, 1996
September 30, 1996................................ $.42 October 15, 1996
December 31, 1996................................. $.42 January 21, 1997

The Company declared the following cash distributions per common share to
shareholders for the year ended December 31, 1997:

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

March 31, 1997.................................... $.42 April 15, 1997
June 30, 1997..................................... $.42 July 15, 1997
September 30, 1997................................ $.42 October 21, 1997
December 31, 1997................................. $.42 January 20, 1998

15
17

Effective May 1, 1996, the shareholders of RPS, as part of the spin-off of
Atlantic, received one share of beneficial interest of Atlantic Realty Trust for
every two shares of RPS that they held, subsequent to the one-for-four reverse
split of RPS.

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 an Automatic 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.

Upon consummation of the Change of Venue Merger, on December 31, 1997 the
Company issued an aggregate of 466,667 Series A Preferred Shares in exchange for
a like number of Preferred Units that had been issued by the Operating
Partnership 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 $11,667,000 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.

16
18

ITEM 6. SELECTED FINANCIAL DATA (DOLLARS, EXCEPT PER SHARE DATA, WEIGHTED
AVERAGE SHARES AND EQUIVALENT SHARES OUTSTANDING, AND COMPANY OWNED GLA
IN THOUSANDS)

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:

PRO FORMA
YEAR ENDED
YEAR ENDED DECEMBER 31, DECEMBER 31,(1)
---------------------------------------------------- -----------------
1997 1996(2) 1995 1994 1993 1997 1996
---- ------- ---- ---- ---- ---- ----
(UNAUDITED)

OPERATING DATA:
Revenues
Rental revenues............. $ 58,492 $ 37,598 $ 8,936 $ 6,764 $ 4,087 $73,128 $71,628
Interest and other income... 752 2,915 7,781 19,642 22,881 855 767
-------- -------- -------- -------- -------- ------- -------
Total Revenues......... 59,244 40,513 16,717 26,406 26,968 73,983 72,395
-------- -------- -------- -------- -------- ------- -------
Expenses:
Real estate taxes........... 6,230 4,643 1,271 1,236 704 7,426 8,037
Recoverable operating
expenses.................. 11,462 8,230 1,934 1,530 1,206 12,346 12,549
Depreciation and
amortization.............. 8,216 4,798 1,214 947 748 10,949 10,160
Other operating............. 974 791 183 227 1,119 1,205
General and
administrative............ 4,753 4,683 4,127 3,898 3,636 5,085 4,769
Interest expense............ 14,753 6,725 426 2,623 24,183 23,240
Spin-off and other
expenses.................. 7,976 7,976
Allowance for loan losses... 4,450 2,500 15,000
-------- -------- -------- -------- -------- ------- -------
Total Expenses......... 46,388 37,846 13,179 10,764 23,917 61,108 67,936
-------- -------- -------- -------- -------- ------- -------
Operating Income................. 12,856 2,667 3,538 15,642 3,051 12,875 4,459
Loss From Unconsolidated
Entities....................... 314 216 314 314
-------- -------- -------- -------- -------- ------- -------
Income Before Minority
Interest....................... 12,542 2,451 3,538 15,642 3,051 12,561 4,145
Minority Interest................ 3,344 2,159 3,350 3,209
-------- -------- -------- -------- -------- ------- -------
Net Income............. $ 9,198 $ 292 $ 3,538 $ 15,642 $ 3,051 $ 9,211 $ 936
======== ======== ======== ======== ======== ======= =======
Net Income Available to Common
Shareholders................... $ 8,920 $ 292 $ 3,538 $ 15,642 $ 3,051 $ 8,933 $ 936
======== ======== ======== ======== ======== ======= =======
Earnings Per Common Share:
Basic.......................... $1.25 $0.04 $0.50 $2.20 $0.43 $1.25 $0.13
======== ======== ======== ======== ======== ======= =======
Diluted........................ $1.25 $0.04 $0.50 $2.20 $0.43 $1.25 $0.13
======== ======== ======== ======== ======== ======= =======
Weighted Average Shares
Outstanding:
Basic.......................... 7,123 7,123 7,123 7,123 7,146 7,123 7,123
======== ======== ======== ======== ======== ======= =======
Diluted........................ 7,148 7,123 7,123 7,123 7,146 7,148 7,123
======== ======== ======== ======== ======== ======= =======
OTHER DATA:
Funds from Operations(3)....... $ 20,500 $ 15,225 $23,260 $22,310
Cash flow provided by (used
in):
Operating activities........ 17,026 15,495 2,335 14,452 9,934
Investing activities........ (153,183) 18,976 (56,335) 37,184 21,706
Financing activities........ 137,649 (42,397) (9,117) (15,852) (30,488)
Number of Properties at Year
End......................... 50 32 8 8 7 50 50
Company owned GLA.............. 8,372 5,297 1,189 1,189 885 8,372 8,372
Cash Distributions Declared Per
Share....................... $1.68 $1.44 $1.28 $1.28 $1.28
Weighted Average Equivalent
Shares Outstanding(4).......... 9,713 8,894 9,713 9,687

17
19

DECEMBER 31,
----------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----

BALANCE SHEET DATA:
Cash and cash equivalents............... $ 5,033 $ 3,541 $ 11,467 $ 74,584 $ 38,800
REMIC Investments....................... 58,099
Interest and accounts receivable........ 6,035 3,901 7,748 8,608 9,978
Mortgage loans receivable -- net........ 36,023 41,892 100,692
Investment in real estate (before
accumulated depreciation)............ 473,213 314,854 58,046 57,841 36,332
Total Assets............................ 484,682 323,627 180,581 186,171 186,420
Mortgages and Notes Payable............. 295,618 143,410 5,027
Total Liabilities....................... 314,436 159,056 3,561 3,572 10,107
Minority Interest....................... 42,282 44,706
Shareholders' Equity.................... 127,964 119,865 177,020 182,599 176,313

- -------------------------
(1) Pro forma information has been presented as if the Ramco Acquisition, the
acquisitions of shopping center properties during 1996 and 1997, and the
spin-off of Atlantic Realty Trust had occurred on January 1, 1996.

(2) 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, 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.

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

(4) Represents the weighted average total shares outstanding, assuming the
redemption of all Operating Partnership Units for Common Shares.

18
20

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

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

The following discussion and analysis of the financial condition and
results of operations should be read in conjunction with Ramco-Gershenson
Properties Trust Consolidated Financial Statements, the notes thereto, and the
comparative summary of selected financial data appearing elsewhere in this
report.

RPS Realty Trust, a Massachusetts business trust, was formed on June 21,
1988 to be a diversified, growth oriented real estate investment trust ("REIT").
From 1988 until April 30, 1996, RPS Realty Trust was primarily engaged in the
business of owning and managing a participating mortgage loan portfolio, and,
through its wholly-owned subsidiaries, owning and operating eight real estate
properties. In May 1996, in connection with the closing of the Ramco Acquisition
and the consummation of the spin-off of Atlantic Realty Trust, discussed below,
RPS Realty Trust successfully completed its plan to transform itself into an
equity REIT.

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 and a one-for-four reverse
stock split was effectuated as of the close of business on May 1, 1996.
Ramco-Gershenson Properties Trust is referred to herein as the "Company".

Concurrent with the Ramco Acquisition, the former owners of the Ramco
Properties (as defined below) and the shareholders of Ramco-Gershenson, Inc.
("Ramco") (collectively, the "Ramco Group") contributed to Ramco-Gershenson
Properties, L.P. (the "Operating Partnership") (i) their interests in 20
shopping center and retail properties (the "Ramco Properties") containing an
aggregate of approximately 4,826,000 square feet of total gross leasable area
("GLA"), of which approximately 3,520,000 square feet is owned by the Operating
Partnership, and the balance is owned by certain anchor tenants, (ii) 100% of
the non-voting common stock and 5% of the voting common stock in Ramco
(representing in excess of a 95% economic interest in Ramco), (iii) 50% general
partner interests in two partnerships which each own a shopping center
comprising a total of approximately 288,000 square feet of GLA, (iv) rights in
and/or options to acquire certain development land, (v) options to acquire the
Ramco Group's interest in six shopping center properties and (vi) five
outparcels.

In return for these transfers, the Ramco Group received 2,377,492 Units
("Units") of the Operating Partnership (representing an approximate 25% limited
partnership interest in the Operating Partnership). The acquisition was
accounted for using the purchase method. The purchase price was allocated to the
assets acquired and liabilities assumed based upon their estimated fair market
value. Units, which are convertible into common shares of beneficial interest in
the Company, as described below, were valued at approximately $16.50 per Unit
representing the average trading price of the Company's shares immediately
preceding and following the Ramco Acquisition. In addition, the Ramco Group
received 279,181 Units as a partial earnout relative to Jackson Crossing
Shopping Center (representing an approximate 2% limited partnership interest in
the Operating Partnership). The Ramco Group's 2,656,673 aggregate Units
represented an approximate 27% limited partnership interest in the Operating
Partnership. In connection with the transfer of the Ramco Properties, the
Company assumed approximately $176,556 of secured indebtedness on the Ramco
Properties. The aggregate interest in the Operating Partnership to be received
by the Ramco Group may be increased to a maximum of approximately 29% if certain
leasing objectives with respect to Jackson Crossing were fulfilled by March 31,
1997. The Company is in the process of evaluating the Jackson Crossing earnout
and determining appropriate due diligence procedures to be performed relative to
the proposed calculation. The potential impact of additional units is not
expected to be material. Subject to certain limitations, the interests in the
Operating Partnership are exchangeable into common shares of the Company on a
one-for-one basis. No Units have been exchanged to date.

19
21

Pursuant to the Ramco Acquisition, the Company transferred to the Operating
Partnership six properties containing an aggregate of approximately 931,000
square feet of GLA and $68,000 in cash in exchange for 7,123,105 Units of the
Operating Partnership (representing a 1% General Partnership interest, and a 72%
limited partnership interest after giving effect for the reduction of 2% for the
Ramco Group's earnout).

The transfer of the Company's net assets in exchange for Units was
accounted for as a reorganization of entities under common control. As such,
these assets and liabilities were transferred and accounted for at historical
cost in a manner similar to that of a pooling of interests.

Concurrently with the closing of the Ramco Acquisition, the Company's
former mortgage loan portfolio as well as certain of its former real estate
assets were transferred to Atlantic and the shares of Atlantic were distributed
to the Company's shareholders.

In December 1997, through a special meeting of its shareholders, the
Company changed its state of organization from Massachusetts to Maryland by
means of a merger of the Massachusetts Trust into the Company and the conversion
of each outstanding share of beneficial interest in the Trust into a common
share of beneficial interest of the Company.

CAPITAL RESOURCES AND LIQUIDITY

The Company generated $17,026 in cash flows from operating activities and
$137,649 in cash flows from financing activities for the year ended December 31,
1997. These combined cash flows of $154,675 were used to fund $153,183 of
investing activities which were primarily the acquisition of real estate assets.

In order to provide the funds necessary to support the Company's
acquisition, development and capital improvement plans, the Company modified its
$50,000 credit facility during May and June 1997, to provide for an increase in
the borrowings available under the credit facility to $75,000. The Company used
proceeds from borrowings under the credit facility to pay for the acquisition of
the Madison Center, Pelican Plaza, and Village Lakes shopping centers and for
other capital expenditures. During May 1997, the Company acquired the Madison
Center, in Madison Heights, Michigan, an approximately 186,000 square foot
community shopping center, for approximately $7,400. During July 1997, the
Company acquired Pelican Plaza in Sarasota, Florida, an approximately 106,000
square foot shopping center/office development, for approximately $7,200. During
December 1997, the Company acquired the Village Lakes Shopping Center, in Land O
'Lakes, Florida, an approximately 186,000 square foot shopping center, for
approximately $8,600.

On October 30, 1997, the Company acquired a portfolio of 15 community
shopping centers (the "Southeast Portfolio"), comprised of approximately 2.5
million square feet, located in the Southeast United States. The Southeast
Portfolio properties are located in Alabama, Florida, Georgia, North Carolina,
South Carolina, and Tennessee. The properties were acquired for a purchase price
of approximately $124,500.

Financing for the Southeast Portfolio acquisition was obtained by
increasing the Company's existing credit facility from $75,000 to $160,000, the
assumption of an existing $5,900 mortgage on one of the acquired properties and
by the addition of a $45,000 unsecured term loan. The interest rate payable
under the revolving credit facility has been reduced from 175 basis points over
LIBOR, to between 137.5 and 162.5 basis points over LIBOR, depending on certain
debt ratios set forth in the loan agreement. The interest rate payable on the
unsecured term loan is between 250 and 275 basis points over LIBOR, which rate
is also dependent on certain debt ratios. The Credit Facility and the unsecured
term loan mature on May 1, 1999, and the maturity date of each may, under
certain circumstances, be extended to October 2000 at the election of the
Operating Partnership. The credit facility continues to have, and the term loan
has, various financial covenants relating to debt to market capitalization,
minimum operating coverage ratios and minimum equity value.

During November 1997, the Company closed on a $50,000 permanent mortgage
loan. The net proceeds were utilized to pay down the credit facility, and the
availability of the credit facility was reduced to $110,000. At December 31,
1997, $110,000 of the Credit Facility was available for borrowing, of which
$81,588 was outstanding. At December 31, 1997, outstanding letters of credit
issued under the credit facility total approximately $836. The $50,000 mortgage
loan matures December 2007, bears a 6.83% fixed interest rate and is secured by
seven shopping center properties.
20
22

During December 1997, the Company closed on a $8,500 mortgage loan secured
by the Jackson West Shopping Center. The loan matures January 2006 and has a
fixed interest rate of 7.17%. The Company has provided a $500 letter of credit
to the lender to provide additional collateral for the leaseup of an anchor pad
at the shopping center. The Company has one year to sign a lease with an
acceptable tenant or the letter of credit proceeds will be utilized to partially
prepay the mortgage without prepayment penalty.

At December 31, 1997 the Company was in the process of repositioning the
West Oaks I shopping center by constructing spaces for OfficeMax and Designer
Shoe Warehouse. The costs relative to the repositioning amount to approximately
$3,600, of which $1,400 had been spent in 1997. At the New Towne Plaza, the
Company replaced a former Kmart store with a nationally recognized retailer. The
projected cost is approximately $2,400, with $417 spent as of December 31, 1997.
The Company is in the process of renovating the exterior of the Chester Springs
shopping center and remerchandising the center. The cost is expected to be
approximately $2,000, of which $411 was spent as of December 31, 1997.

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 Operating Partnership Preferred Units which, after
shareholder approval in December 1997, were converted into the Company's Series
A Convertible Preferred Shares ("Series A Preferred Shares") and, ultimately,
may be converted into its Common Shares. The initial investments of $11,667 were
made in October 1997.

The equity investment involves the issuance of up to 1.4 million Series A
Preferred Shares at a price of $25.00 per share. The remaining commitment of
$23,333 may be drawn by the Company over a one-year period and may be used to
help fund strategic acquisitions, retenanting or redevelopment activities, or to
reduce outstanding debt. The dividend rate on the Series A Preferred Shares is
expected to equal that presently being paid to the Company's shareholders.

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 common 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 Company's mortgage debt, secured by certain properties, amounted to
$295,618 at December 31, 1997, with a weighted average interest rate of 7.88%.
The mortgage debt consists of nine loans secured by various properties, one
unsecured term loan, and the Credit Facility which is secured by various
properties. Eight of the mortgage loans amounting to $162,030 have maturities
ranging from 1998 to 2007, monthly payments which include regularly scheduled
amortization, and have fixed interest rates ranging between 6.83% to 8.75%. One
of the mortgage loans, evidenced by tax free bonds, amounting to $7,000 secured
by Oak Brook Square Shopping Center is non-amortizing, matures in 2010, and
carries a floating interest rate equal to 75% of the new issue long-term Capital
A rated utility bonds, plus interest to the lender sufficient to cause the
lender's overall yield on its investment in the bonds to be equal to 200 basis
points over their applicable LIBOR rate (7.325% at December 31, 1997).

Variable rate debt accounted for $133,588 of outstanding debt with a
weighted average interest rate of 8.01%. Variable rate debt accounted for
approximately 45.2% of the Company's total debt and 26.7% of its total
capitalization.

In July 1997, the Company executed an interest rate protection agreement,
at a cost of $29, to limit the Company's exposure to increases in interest rates
on its floating rate debt. The notional amount of the agreement was $75,000.
Based on rates currently in effect under the Company's Credit Facility, the
agreement caps the Company's interest rate on $75,000 of floating rate debt to
8.375%, through May 1, 1999, with a floor of 7.125%.

agreement was $50,000. Based on rates currently in effect under the Company's
Credit Facility, the agreement caps the Company's interest rate on $50,000 of
floating rate debt to 8.375% with a floor of 7.225%, for the period May 1999 to
October 2000.

The Company's interest coverage ratio for 1997 was 2.43 and the debt
service coverage ratio (which includes the impact of scheduled principal
amortization) was 2.15. 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 59.2% at December 31, 1997. On a pro forma basis, if the full
MSAM/Kimco equity investment were infused, the debt to total market
capitalization would be 56.2% at December 31, 1997.

The two properties in which the Operating Partnership owns an interest and
are accounted for on the equity method of accounting are subject to non-recourse
mortgage indebtedness. At December 31, 1997, the pro rata share of non-recourse
mortgage debt on the unconsolidated properties (accounted for on the equity
method) was $6,271 with a weighted average interest rate of 9.14%.

The Company's current capital structure includes property specific
mortgages, the unsecured term loan, the Credit Facility, Series A Preferred
Shares, Common Shares and a minority interest in the Operating Partnership. At
March 31, 1997, the minority interest represented the approximate 27% ownership
in the Operating Partnership held by the Ramco Group. On April 1, 1997, the
Operating Partnership redeemed 88,530 Units at $16.00 per Unit. The redemption
reduced the minority interest from approximately 27% to approximately 26.5%.
Currently, the minority interest in the Operating Partnership represents the
26.5% ownership in the Operating Partnership held by the Ramco Group which may,
under certain conditions, be exchanged for approximately 2,568,143 Common
Shares.

The Units owned by the Ramco Principals are subject to lock-up agreements
which provide that the Units cannot be transferred, except under certain
conditions, for a period of 30 months after the closing of the Ramco Acquisition
(November 1998). In addition, the Units issued to the Ramco Group are
exchangeable for shares of the Company on a one-for-one basis. The Company, as
sole general partner of the Operating Partnership, has the option to exchange
such Units for cash based on the current trading price of the common shares.
Assuming the exchange of all limited partnership interests in the Operating
Partnership, there would be outstanding approximately 9,691,248 Common Shares
with a market value of approximately $190,796 at December 31, 1997 (based on the
closing price of $19.6875 per share on December 31, 1997).

The principal uses of the Company's liquidity and capital resources are for
acquisitions, development, including expansion and renovation programs, and debt
repayment. To maintain its qualification as a real estate investment trust under
the Internal Revenue 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 Internal Revenue Code of 1986, as amended (the "Code").

During July 1997 Montgomery Ward, ("Wards") a tenant at three of the
Company's properties, Tel-Twelve Mall, Clinton Valley Mall and Shoppes of
Lakeland, filed for protection under Chapter 11 of the Bankruptcy Code. In
October 1997, Wards issued a list of anticipated store closings which included
the stores at the Company's Clinton Valley Mall. This location consists of a
101,200 square foot department store and a 7,480 square foot TBA store (Tires,
Batteries and Automotive). The Company was notified in March 1998 that Wards
intends to reject the lease. The Company is pursuing replacement tenants to
lease the space. On an annual basis, Wards pays approximately $1,000 in base
rent, operating and real estate tax expense reimbursements for the Clinton
Valley Mall.

The Company anticipates that the combination of the availability under the
Credit Facility, potential new borrowings relative to the acquired properties
and development properties, construction loans, the remaining MSAM/Kimco equity
commitment, and other potential equity offerings will provide adequate liquidity
for the foreseeable future to fund future acquisitions, developments,
expansions, repositionings, and to continue its currently planned capital
programs and to make distributions to its shareholders in accordance with the
Code's requirements applicable to REIT's. Although the Company believes that the
combination of factors discussed above will provide sufficient liquidity, no
such assurance can be given.

22
24

In 1997, the Company began a program to repurchase shares of beneficial
interest in the open market to be used as compensation for the Board of
Trustees. The Company expects to purchase approximately 5,600 shares annually.

Inflation. 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.

RESULTS OF OPERATIONS

Comparison of year ended December 31, 1997 to year ended December 31, 1996

Total revenues for the year ended December 31, 1997 increased by 46.2%, or
$18,731, to $59,244 as compared to $40,513 for the year ended December 31, 1996.
The increase was a result of a $15,322 increase in minimum rents, a $277
increase in percentage rents, and a $5,295 increase in recoveries from tenants
offset in part by a $2,163 decrease in interest and other income.

Minimum rents increased 64.6%, or $15,322, to $39,035 for the year ended
December 31, 1997 as compared to $23,713 for the year ended December 31, 1996.
Percentage rents increased 23.3%, or $277, to $1,467 in 1997 as compared to
$1,190 for the year ended December 31, 1996. Recoveries from tenants increased
41.7%, or $5,295, to $17,990 as compared to $12,695 for the year ended December
31, 1996. The $15,322 increase in minimum rents is due to the partial year
impact of 1997 acquisitions of $3,196, the full impact of 1996 property
acquisitions of $2,430, the full year impact of the Ramco Acquisition of
$10,080, and a decrease of $348 related to the former RPS shopping centers. The
$10,080 increase related to the full year impact of the Ramco Acquisition
consisted of a $9,132 increase for the first four months of 1997 for which the
Company did not own the properties in 1996, and a $948 increase during the last
eight months for which the Company owned the properties in both 1996 and 1997.
The $948 increase in minimum rents at the Ramco Properties was primarily due to
the impact of anchor tenant openings at the Tel-Twelve Mall, Jackson West,
Jackson Crossing, Troy Towne Center and Spring Meadows Place shopping centers,
amounting to $1,052, offset in part by reductions in minimum rents of $111 at
the West Oaks I shopping center during its repositioning. The $348 decrease in
the minimum rents from the former RPS properties was primarily due to lower
occupancy at the Sunshine Plaza shopping center as a result of the vacancy of
anchor stores. The increase in recoveries from tenants was due to a higher level
of recoverable operating expenses and real estate taxes due to the increase in
the number of shopping centers owned in 1997 as compared to 1996, combined with
an increase in the overall recovery ratio in 1997 to 101.7% as compared to 98.6%
in 1996. The increase in percentage rents was primarily due to the impact of the
Ramco Acquisition and the other 1996 acquisitions.

Interest and other income decreased 74.2%, or $2,163, to $752 in 1997 as
compared to $2,915 in 1996. The decrease of $2,163 in interest and other income
is primarily due to the impact of the spin-off of Atlantic including the
transfer of the mortgage loan portfolio to Atlantic effective May 1, 1996.
Approximately $183 of the $752 recognized in 1997 was attributable to
non-recurring tenant lease obligations.

Total expenses for the year ended December 31, 1997 increased 22.6%, or
$8,542, to $46,388 as compared to $37,846 for the year ended December 31, 1996.
The increase was due to a $4,819 increase in operating expenses, including
recoverable operating expenses and real estate taxes, a $3,418 increase in
depreciation and

23
25

amortization, a $183 increase in other operating expenses, a $70 increase in
general and administrative expenses, and a $8,028 increase in interest expense,
offset in part, by a $7,976 decrease in spin-off and other expenses.

Total recoverable expenses, including recoverable operating expenses and
real estate taxes, increased $4,819, or 37.4% to $17,692 for the year ended
December 31, 1997 from $12,873 for the year ended December 31, 1996. Other
operating expenses increased 23.1%, or $183, to $974 in 1997 from $791 in 1996.
General and administrative expenses increased $70, or 1.5% from $4,683 in 1996
to $4,753 in 1997. Interest expense increased 119.4%, or $8,028, to $14,753 in
1997 as compared to $6,725 in 1996. Depreciation and amortization increased
$3,418, or 71.2%, to $8,216 in 1997 as compared to $4,798 in 1996. The increases
in recoverable expenses, other operating expenses, general and administrative
expenses, interest expense and depreciation and amortization expense are
primarily attributable to the impact of the acquisition of the Ramco Properties
effective May 1, 1996 and the impact of shopping center acquisitions during 1996
and 1997. The operating results for the year ended December 31, 1997, included
the impact of the acquisition of the Ramco Properties and the shopping centers
acquired during 1996 for the full twelve months in 1997, while the results for
the year ended December 31, 1996 include the results of the Ramco Properties for
only eight months and include the impact of the subsequent 1996 acquisitions
only from the date of acquisition. The impact of shopping centers acquired in
1997 is reflected only from the acquisition date until December 31, 1997. In
addition, two properties which were part of the Company's portfolio at December
31, 1995 were spun-off to Atlantic effective May 1, 1996.

For the year ended December 31, 1996, the Company incurred $7,976 of
spin-off and other expenses for which there were no corresponding costs for the
year ended December 31, 1997. These non-recurring costs were primarily a result
of the employee severance and bonus expenses, the cost of run-off directors' and
officers' liability insurance and the write-off of deferred acquisition costs
related to the spin-off of Atlantic.

The loss from unconsolidated entities of $314 in 1997 as compared to $216
in 1996 is due to the impact of the Ramco Acquisition on May 1, 1996.

The minority interest during 1997 was $3,344 as compared to $2,159 in 1996.
The minority interest represents the portion of the Operating Partnership that
is not owned by the Company. The minority interest for 1997 represents the
impact of a full year while in 1996 it represents the impact only from the Ramco
Acquisition effective May 1996 until the end of 1996.

Comparison of Pro forma year ended December 31, 1997 to Pro forma year ended
December 31, 1996

The Pro Forma Consolidated Statements of Operations which are included in
Note 12 to the Consolidated Financial Statements are presented as if the Ramco
Acquisition, the Taylor, Holcomb, Lakeland, Madison, Pelican, the Southeast
Portfolio, and Village Lakes shopping center acquisitions and the spin-off of
Atlantic had occurred on January 1, 1996, and the Company had qualified as a
REIT.

Total revenues for the year ended December 31, 1997 increased by 2.2%, or
$1,588, to $73,983 as compared to $72,395 for the year ended December 31, 1996.
The increase was due to a $1,775 increase in minimum rents, a $351 increase in
percentage rents, a $626 decrease in recoveries from tenants, and an increase of
$88 in interest and other income.

Minimum rents increased 3.6%, or $1,775, to $51,714 in 1997 as compared to
$49,939 for the year ended December 31, 1996. Percentage rents increased 27.7%,
or $351, to $1,620 as compared to $1,269 for the year ended December 31, 1996.
Recoveries from tenants decreased 3.1%, or $626, to $19,794 in 1997 as compared
to $20,420 in 1996. Interest and other income increased 11.5%, or $88, to $855
as compared to $767 in 1996. The $1,775 increase in minimum rents was primarily
attributable to initial anchor tenant openings at Jackson West Shopping Center
and new anchors at Tel-Twelve Mall, Eastridge Commons, Jackson Crossing and Troy
Towne Center amounting to $1,725, offset by decreases in minimum rents of $416
related to Sunshine Plaza and West Oaks I tenant vacancies and/or repositioning
efforts. The decrease in recoveries from tenants was due to a corresponding
decrease in real estate taxes and recoverable operating expenses. The Company's

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overall recovery ratio for 1997 and 1996 remained relatively consistent at
100.1% and 99.2%, respectively. The increase in interest and other income
included approximately $183 of non-recurring tenant lease obligations.

Total expenses decreased 10.1%, or $6,828 for the year ended December 31,
1997, to $61,108 from $67,936 for the year ended December 31, 1996. The decrease
was primarily due to the non-recurring charge of $7,976 in spin-off and other
expenses, a $814 decrease in recoverable operating and real estate tax expense,
a $789 increase in depreciation and amortization, a $86 decrease in other
operating expenses, a $316 increase in general and administrative expenses, and
a $943 increase in interest expense.

For the year ended December 31, 1996 the Company incurred $7,976 of
spin-off and other expenses for which there were no corresponding costs for the
year ended December 31, 1997. These non-recurring costs were primarily a result
of the employee severance and bonus expenses, the cost of run-off directors' and
officers' liability insurance, and the write-off of deferred acquisition costs
related to the spin-off of Atlantic.

Recoverable operating and real estate tax expenses decreased 4.0%, or $814,
to $19,772 for the year ended December 31, 1997 from $20,586 for the year ended
December 31, 1996 due to a reduction in real estate taxes and recoverable
operating expenses. As noted above, the Company's recovery ratio for the year
ended December 31, 1997 remained relatively consistent with the corresponding
1996 period at 100.1%, and 99.2%, respectively.

The increase of 7.8%, or $789, in depreciation and amortization to $10,949
in 1997 from $10,160 in 1996 was attributable to the Jackson West shopping
center which opened in June, 1996 and the impact of capital expenditures during
1996 and 1997.

Interest expense increased 4.1% or $943 to $24,183 in 1997 from $23,240 in
1996. The increase was attributable to the impact of borrowings relative to the
Jackson West shopping center which opened in June, 1996, development cost
reimbursements and other capital expenditures.

General and administrative expenses increased 6.6%, or $316, to $5,085 in
1997 from $4,769 in 1996. The level of general and administrative expenses is
impacted by several factors, including the cost reimbursement relationship
between the Operating Partnership and Ramco, the capitalization of costs
relative to leasing and development at the centers owned by the Operating
Partnership and the cost of the Company's administrative activities. Ramco also
provides third party management, leasing, brokerage and development services to
entities not controlled by the Company. These third party leasing and
development fees earned under management contracts are not necessarily earned
consistently over time since these fees are based on measurements related to
specific transactions and are dependent on the availability of space to lease or
develop at the centers. The operating expenses of Ramco include employee
expenses, such as salaries and benefits, and office and other expenses. Some of
these costs are fixed in nature. The net cost reimbursement to be charged as
general and administrative expense to the Operating Partnership is dependent on
the ability of Ramco to continue to charge leasing, brokerage and development
fees to third party entities, while continuing to generate third party
management business. It is also dependent on Ramco's ability to control
expenses, the majority of which are employee-related expenses. Some of the
expenses of Ramco, those which are directly attributable to revenues to be
earned in the future, are charged to the Operating Partnership and capitalized
in order to be amortized over the related revenue. The Company's administrative
expenses include officers' salaries and benefits, trustee fees, directors' and
officers' liability insurance, transfer agent and shareholders' relations
expenses, and professional fees including legal, audit and tax.

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Following is a breakdown of the general and administrative expenses shown
in the Pro forma financial statements:

PRO FORMA PRO FORMA
YEAR ENDED YEAR ENDED
DECEMBER 31, 1997 DECEMBER 31, 1996
----------------- -----------------

RAMCO
Management Fees............................................. $1,063 $1,077
Leasing, Brokerage and Development Fees..................... 393 152
Other Revenues.............................................. 470 293
Leasing/Development Cost Reimbursements..................... 1,473 836
------ ------
Total Revenues............................................ 3,399 2,358
------ ------
Employee Expenses........................................... 4,356 3,555
Office and Other Expenses................................... 1,221 1,012
Depreciation and Amortization............................... 221 56
------ ------
Total Expenses............................................ 5,798 4,623
------ ------
OPERATING PARTNERSHIP COST REIMBURSEMENT EXPENSES........... 2,399 2,265
------ ------
OPERATING PARTNERSHIP ADMINISTRATIVE EXPENSES............... 2,194 2,142
------ ------
SHOPPING CENTER LEVEL GENERAL AND ADMINISTRATIVE EXPENSES... 492 362
------ ------
TOTAL PRO FORMA GENERAL AND ADMINISTRATIVE EXPENSES......... $5,085 $4,769
====== ======

The increase in general and administrative expenses of $316 was due to an
increase of $52 in the Operating Partnership administrative expenses, an
increase of $134 in cost reimbursement expenses between the Operating
Partnership and Ramco, and an increase of $130 in Shopping Center Level general
and administrative expenses.

Comparison of year ended December 31, 1996 to year ended December 31, 1995

Total revenues for the year ended December 31, 1996 increased by 142.3%, or
$23,796, to $40,513 as compared to $16,717 for the year ended December 31, 1995.
The increase was a result of a $17,242 increase in minimum rents, a $424
increase in percentage rents, and a $10,996 increase in recoveries from tenants
offset in part by a $4,866 decrease in interest and other income.

Minimum rents increased 266.5%, or $17,242, to $23,713 for the year ended
December 31, 1996 as compared to $6,471 for the year ended December 31, 1995.
Percentage rents increased 55.4%, or $424, to $1,190 in 1996 as compared to $766
for the year ended December 31, 1995. Recoveries from tenants increased 647.2%,
or $10,996, to $12,695 as compared to $1,699 for the year ended December 31,
1995. The increases in minimum rents, percentage rents, and recoveries from
tenants are primarily attributable to the acquisition of the Ramco Properties
effective May 1, 1996 and the acquisitions of the Taylor, Lakeland and Holcomb
shopping centers effective August 14, November 22, and December 13, 1996,
respectively. The operating results have included the impact of eight months of
the Ramco Properties in 1996 as compared to none in 1995. In addition, two
properties which were part of the Company's portfolio at December 31, 1995 were
spun-off to Atlantic effective May 1, 1996 and thus the revenues in 1996 include
only four months of their activity as compared to twelve months in 1995. The
decrease of $4,866 in interest and other income is due to the impact of the
spin-off of Atlantic, including the transfer of the mortgage loan portfolio to
Atlantic. The operating results of the Company represents four months of
mortgage loan portfolio activity in 1996 as compared to twelve months in 1995.

Total expenses for the year ended December 31, 1996 increased by 187.2%, or
$24,667, to $37,846, as compared to $13,179 for the year ended December 31,
1995. The increase was due to a $9,668 increase in

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operating expenses, including recoverable operating expenses and real estate
taxes, a $3,584 increase in depreciation and amortization, a $608 increase in
other operating expenses, a $556 increase in general and administrative
expenses, a $6,725 increase in interest expense, and a $7,976 increase in
spin-off and other expenses, offset in part by a decrease of $4,450 in the
allowance for loan losses.

Total recoverable expenses, including real estate taxes and recoverable
operating expenses, increased by 301.7%, or $9,668, to $12,873 as compared to
$3,205 for the year ended December 31, 1995. Other operating expenses increased
by 332.2%, or $608, to $791 as compared to $183 in 1995. General and
administrative expenses increased 13.5%, or $556, to $4,683 as compared to
$4,127 in 1995. Depreciation and amortization increased 295.2%, or $3,584, to
$4,798 in 1996 as compared to $1,214 in 1995. The increases in recoverable
expenses of $9,668, other operating expenses of $608, general and administrative
expenses of $556, and depreciation and amortization of $3,584 reflect the impact
for the partial year on expenses that are principally attributable to the
increase in the size of the real estate shopping portfolio due to the
acquisition of the Ramco Properties in May 1996.

Spin-off and other expenses were $7,976 in 1996 as compared to zero in
1995. These non-recurring costs were primarily a result of the employee
severance and bonus expenses, the cost of run-off directors' and officers'
liability insurance and the write-off of the Company's deferred acquisition
costs related to the spin-off of Atlantic. The allowance for loan losses was
zero in 1996 as compared to $4,450 in 1995. Total expenses for the year ended
December 31, 1995 included an addition for loan losses of $4,450, no such
addition to the allowance was required in 1996.

Interest expense was $6,725 in 1996 as compared to zero in 1995. The
increase of $6,725 was due to the partial year effect of the debt assumed in
connection with the Ramco Acquisition and additional borrowings for subsequent
acquisitions and development cost reimbursements. Interest expense for the year
ended December 31, 1996 included approximately $140 in additional costs for the
period May 1 to May 10, 1996 due to the closing of the Ramco Acquisition being
effective May 1, 1996 while the Company contributed the RPS cash on May 10, 1996
thus incurring additional interest expense on the assumed debt.

The loss from unconsolidated entities of $216 in 1996 as compared to zero
in 1995 is due to the impact of the Ramco Acquisition during May 1996, and the
50% general partner interests in two partnerships which each own a shopping
center.

The minority interest of $2,159 in 1996 represents the 27% share of income
of the Operating Partnership relative to the period May 1, 1996 to December 31,
1996 allocable to the Ramco Group.

FUNDS FROM OPERATIONS

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

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

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

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The following pro forma FFO are presented as if the Ramco Acquisition, and
the acquisitions of each shopping center acquired in 1996 and 1997, and the
spin-off of Atlantic had occurred January 1, 1996.

The following table illustrates the calculation of actual FFO for the year
ended December 31, 1997 and pro forma FFO for the years ended December 31, 1997
and 1996:

PRO FORMA YEARS ENDED
ACTUAL DECEMBER 31,
------- ----------------------
1997 1997 1996
---- ---- ----

Net Income....................................... $ 9,198 $ 9,211 $ 936
Add: Depreciation and amortization............. 8,236 10,977 10,189
Add: Minority interest in partnership.......... 3,344 3,350 3,209
Add: Non-recurring spin-off and other
expenses.................................... 7,976
------- ------- -------
Funds from operations -- diluted................. 20,778 23,538 22,310
Less: Preferred share dividends................ (278) (278) --
------- ------- -------
Funds from operations -- basic................... $20,500 $23,260 $22,310
======= ======= =======
Weighted average equivalent shares outstanding(1)
Basic.......................................... 9,713 9,713 9,687
======= ======= =======
Diluted........................................ 9,905 9,905 9,687
======= ======= =======
Supplemental disclosure:
Straight-line rental income.................... $ 1,627 $ 1,627 $ 1,517
======= ======= =======
Amortization of management contracts and
covenants not to compete.................... $ 494 $ 494 $ 494
======= ======= =======

- -------------------------
(1) 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 1997, the Company spent approximately $3,391 on revenue generating
capital expenditures including tenant allowances, leasing commissions paid to
third-party brokers, legal costs relative to lease documents, and capitalized
leasing and construction costs. These types of costs generate a return through
rents from tenants over the term of their leases. Revenue enhancing capital
expenditures, including expansions, renovations or repositionings were
approximately $8,095. Revenue neutral capital expenditures, such as roof and
parking lot repairs which are anticipated to be recovered from tenants, amounted
to approximately $1,080.

During 1997, the Company spent approximately $149,573 on the acquisition of
the Madison Center, Pelican Plaza, the Southeast Portfolio, and the Village
Lakes shopping centers.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 128, "Earnings per Share." This Statement establishes standards for
computing and presenting earnings per share ("EPS") and applies to all entities
with publicly held common shares or potential common shares. This Statement
replaces the presentation of primary EPS and fully diluted EPS with a
presentation of basic EPS and diluted EPS, respectively. Basic EPS excludes
dilution and is computed by dividing earnings available to common shareholders
by the weighted-average number of common shares outstanding for the period.
Similar to fully diluted EPS, diluted EPS reflects the potential dilution of
securities that could share in the earnings.

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30

The provisions of the Statement were adopted as of December 31, 1997 and the
adoption of this Statement did not have an impact on the Company's previously
reported EPS amounts.

In February 1997, the FASB issued SFAS No. 129, "Disclosure of Information
about Capital Structure" which establishes standards for disclosing information
about an entity's capital structure. The Statement was adopted as of December
31, 1997 and did not have a material effect on the Company's financial statement
presentation.

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income" which establishes standards for reporting and displaying comprehensive
income and its components in a full set of financial statements. The Statement
requires that all items that are required to be recognized under accounting
standards as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements. The Statement is effective for the Company's financial statements
for the year ending December 31, 1998. The adoption of the Statement is not
expected to have a material effect on the Company's financial statement
presentation.

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information" which establishes standards for reporting
information about operating segments in financial statements. It also
establishes standards for disclosure about products and services, geographical
areas, and major customers. The Statement is effective for the Company's
financial statements for the year ending December 31, 1998. Management has not
determined the impact of the Statement on the Company's financial statements.

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See pages F-1 to F-23, which are included herein.

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

None.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated herein by reference to Ramco-Gershenson Properties Trust
definitive proxy statement to be filed with the Securities and Exchange
Commission within 120 days after the year covered by this Annual Report on Form
10-K with respect to its Annual Meeting of Shareholders to be held on June 10,
1998.

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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PART IV

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

FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS

(A)(1) FINANCIAL STATEMENTS

See pages F-1 to F-23, which are included herein.

(A)(3) EXHIBITS

3.1 Amended and Restated Declaration of Trust of the Company,
dated October 2, 1997.
3.2 Articles Supplementary to Amended and Restated Declaration
of Trust, dated October 2, 1997.
3.3 By-Laws of the Company adopted October 2, 1997.
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 Pledge Agreement, dated as of May 10, 1996, among the
Company, Dennis Gershenson, Joel Gershenson, Bruce
Gershenson, Richard Gershenson, Michael A. Ward, Michael A.
Ward U/T/A dated 2/22/88, as amended, and the holders of
interest in Ramco-Gershenson Properties, L.P., a Delaware
limited partnership, incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1996.
10.2 Registration Rights Agreement, dated as of May 10, 1996,
among the Company, Dennis Gershenson, Joel Gershenson, Bruce
Gershenson, Richard Gershenson, Michael A. Ward, Michael A.
Ward U/T/A dated 2/22/77, as amended, and each of the
Persons set forth on Exhibit A attached thereto,
incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1996.
10.3 Exchange Rights Agreement, dated as of May 10, 1996, by and
among the Company and each of the Persons whose names are
set forth on Exhibit A attached thereto, incorporated by
reference to Exhibit 10.3 to the Company' Quarterly Report
on Form 10-Q of the period ended June 30, 1996.
10.4 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.
10.5 Letter Agreement, dated May 10, 1996, among the Persons and
Entities party to the Amended and Restated Master Agreement,
dated as of December 27, 1995, as amended, incorporated by
reference to Exhibit 10.5 to the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1996.
10.6 Promissory Note payable by Atlantic Realty Trust in favor of
the Company in the principal face amount of $5,500,000 due
November 9, 1997, incorporated by reference to Exhibit 10.6
to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1996.
10.7 Letter Agreement, dated as of May 10, 1996, by and between
Atlantic Realty Trust ("Atlantic") and the Company
concerning the assumption of certain liabilities by
Atlantic, incorporated by reference to Exhibit 10.7 to the
Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1996.
10.8 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.
10.9 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.
10.10 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.

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33

10.11 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.
10.12 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.
10.13 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.
10.14 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.
10.15 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.
10.16 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.
10.17 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.
10.18 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.
10.19 Loan Agreement dated May 1, 1996 by and between
Ramco-Gershenson Properties, L.P. and The Lincoln National
Life Insurance Company relating to a $77,585,524.73 loan,
incorporated by reference to Exhibit 10.22 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996.
10.20 Note dated May 1, 1996 in the aggregate principal amount of
$77,585,524.73 made by Ramco-Gershenson Properties, L.P. in
favor of The Lincoln National Life Insurance Company,
incorporated by reference to Exhibit 10.23 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996.
10.21 Loan Agreement dated May 1, 1996 by and between
Ramco-Gershenson Properties, L.P. and The Lincoln National
Life Insurance Company relating to a $4,346,778.73 loan,
incorporated by reference to Exhibit 10.24 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996.
10.22 Note dated May 1, 1996 in the aggregate principal amount of
$4,346,778.73 made by Ramco-Gershenson Properties, L.P. in
favor of The Lincoln National Life Insurance Company,
incorporated by reference to Exhibit 10.25 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996.
10.23 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.
10.24 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.

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34

10.25 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.
10.26 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.
10.27 Second Amended and Restated Noted 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.
10.28 Second 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.
10.29 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.
10.30 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.
10.31 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.
10.32 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.
10.33 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.
10.34 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.
10.35 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.
10.36 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.
10.37 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.
10.38 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.
10.39 Note dated December 17, 1997 in the aggregate principal
amount of $8,500,000 made by Ramco-Gershenson Properties,
L.P., in favor of The Lincoln National Life Insurance
Company.

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35

10.40 1997 Non-Employee Trustee Stock Option Plan of the Company.
10.41 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.
21.1 Subsidiaries.
23.1 Consent of Deloitte & Touche LLP.
27.1 Financial Data Schedule.

(B) REPORTS ON FORM 8-K

The Company filed a Current Report on Form 8-K dated November 14, 1997. The
company reported under Item 2, the acquisition of the Southeast Portfolio
on October 30, 1997 and the related financing.

The Company filed a Current Report on Form 8-K/A dated January 13, 1998.
The Company reported under Item 2, the acquisition of the Southeast
Portfolio on October 30, 1997. Included in the filing were the following
financial statements:

INDEPENDENT AUDITORS' REPORT

Ramco-Gershenson Southeast Portfolio, Combined Historical Summary of
Revenues and Direct Operating Expenses for the Year Ended December 31, 1996
and the Nine Months Ended September 30, 1997 (Unaudited)

Notes to Combined Historical Summary of Revenues and Direct Operating
Expenses for the Year Ended December 31, 1996, and the Nine Months Ended
September 30, 1997 (Unaudited)

Ramco-Gershenson Properties Trust Pro Forma Condensed Consolidated Balance
Sheet as of September 30, 1997 (Unaudited)

Ramco-Gershenson Properties Trust Pro Forma Consolidated Statements of
Operations for the Year Ended December 31, 1996 (Unaudited) and the Nine
Months Ended September 30, 1997 (Unaudited)

Ramco-Gershenson Properties Trust Statement of Estimated Taxable Operating
Results of the Southeast Portfolio and Estimated Cash to be Made Available
by the Operations of the Southeast Portfolio for the Twelve Month Period
Ended September 30, 1997 (Unaudited)

34
36

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: April 9, 1998 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: April 9, 1998 By: /s/ JOEL D. GERSHENSON
----------------------------------------------------
Joel D. Gershenson,
Trustee and Chairman

Dated: April 9, 1998 By: /s/ DENNIS E. GERSHENSON
----------------------------------------------------
Dennis E. Gershenson,
Trustee and President
(Principal Executive Officer)

Dated: April 9, 1998 By: /s/ STEPHEN R. BLANK
----------------------------------------------------
Stephen R. Blank,
Trustee

Dated: April 9, 1998 By: /s/ ARTHUR H. GOLDBERG
----------------------------------------------------
Arthur H. Goldberg,
Trustee

Dated: By:
----------------------------------------------------
Herbert Liechtung,
Trustee

Dated: April 9, 1998 By: /s/ ROBERT A. MEISTER
----------------------------------------------------
Robert A. Meister,
Trustee

Dated: April 9, 1998 By: /s/ JOEL M. PASHCOW
----------------------------------------------------
Joel M. Pashcow,
Trustee

Dated: April 9, 1998 By: /s/ MARK K. ROSENFELD
----------------------------------------------------
Mark K. Rosenfeld,
Trustee

Dated: April 9, 1998 By: /s/ SELWYN ISAKOW
----------------------------------------------------
Selwyn Isakow,
Trustee

Dated: April 9, 1998 By: /s/ RICHARD J. SMITH
----------------------------------------------------
Richard J. Smith,
Chief Financial Officer
(Principal Financial and Accounting Officer)

35
37

RAMCO-GERSHENSON PROPERTIES TRUST

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated balance sheets of
Ramco-Gershenson Properties Trust and subsidiaries as of December 31, 1997 and
1996, and the related consolidated statements of income, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1997. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Ramco-Gershenson Properties
Trust and subsidiaries as of December 31, 1997 and 1996, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1997 in conformity with generally accepted accounting
principles.

Deloitte & Touche LLP
Detroit, Michigan
February 17, 1998

F-1
38

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996

1997 1996
---- ----
(IN THOUSANDS)

ASSETS
Investment in real estate -- net (Notes 3, 5 and 14)........ $458,294 $307,752
Accounts receivable -- net.................................. 6,035 3,901
Equity investments in and advances to unconsolidated
entities (Note 7)......................................... 6,421 6,044
Cash and cash equivalents................................... 5,033 3,541
Other assets -- net (Note 4)................................ 8,899 2,389
-------- --------
TOTAL ASSETS........................................... $484,682 $323,627
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgages and notes payable (Note 5)........................ $295,618 $143,410
Distributions payable....................................... 4,348 4,108
Accounts payable and accrued expenses....................... 13,145 10,485
Due to related entities (Note 1)............................ 1,325 1,053
-------- --------
Total liabilities...................................... 314,436 159,056
MINORITY INTEREST........................................... 42,282 44,706
COMMITMENTS AND CONTINGENCIES (Note 8)......................
SHAREHOLDERS' EQUITY
Series A convertible preferred shares, par value $.01,
10,000 shares authorized, 467 issued and outstanding,
$11,666 liquidation value (Note 9)..................... 11,147
Common Shares of Beneficial Interest, par value (1997 --
$.01, 1996 -- $.10) shares authorized (1997 -- 30,000;
1996 -- unlimited), issued and outstanding (1997 and
1996 -- 7,123) (Note 9)................................ 71 712
Additional paid-in capital................................ 150,513 149,872
Cumulative distributions in excess of net income.......... (33,767) (30,719)
-------- --------
TOTAL SHAREHOLDERS' EQUITY.................................. 127,964 119,865
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY............. $484,682 $323,627
======== ========

See notes to consolidated financial statements.

F-2
39

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

1997 1996(*) 1995(*)
---- ------- -------
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)

REVENUES
Minimum rents............................................. $39,035 $23,713 $ 6,471
Percentage rents.......................................... 1,467 1,190 766
Recoveries from tenants................................... 17,990 12,695 1,699
Interest and other income................................. 752 2,915 7,781
------- ------- -------
TOTAL REVENUES......................................... 59,244 40,513 16,717
------- ------- -------
EXPENSES
Real estate taxes......................................... 6,230 4,643 1,271
Recoverable operating expenses............................ 11,462 8,230 1,934
Depreciation and amortization............................. 8,216 4,798 1,214
Other operating........................................... 974 791 183
General and administrative................................ 4,753 4,683 4,127
Interest expense.......................................... 14,753 6,725
Spin-off and other expenses (Note 1)...................... 7,976
Allowance for loan losses................................. 4,450
------- ------- -------
TOTAL EXPENSES......................................... 46,388 37,846 13,179
------- ------- -------
OPERATING INCOME............................................ 12,856 2,667 3,538
LOSS FROM UNCONSOLIDATED ENTITIES (NOTE 7).................. 314 216
------- ------- -------
INCOME BEFORE MINORITY INTEREST............................. 12,542 2,451 3,538
MINORITY INTEREST........................................... 3,344 2,159
------- ------- -------
NET INCOME.................................................. $ 9,198 $ 292 $ 3,538
======= ======= =======
BASIC EARNINGS PER SHARE (NOTE 2)........................... $1.25 $0.04 $0.50
======= ======= =======
DILUTED EARNINGS PER SHARE (NOTE 2)......................... $1.25 $0.04 $0.50
======= ======= =======
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC..................................................... 7,123 7,123 7,123
======= ======= =======
DILUTED................................................... 7,148 7,123 7,123
======= ======= =======

- -------------------------
(*) The 1996 and 1995 historical results consist of the operations of RPS Realty
Trust prior to the Spin-Off Transaction and the Ramco Acquisition, which was
effective on May 1, 1996 (Note 1).

See notes to consolidated financial statements.

F-3
40

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

NUMBER OF NUMBER OF
SHARES SHARES COMMON
PREFERRED PREFERRED COMMON STOCK
STOCK STOCK STOCK PAR VALUE
--------- --------- --------- ---------
(IN THOUSANDS)

BALANCE, JANUARY 1, 1995....................... 7,123 $ 712
Net income...................................
Cash distributions declared..................
----- -----
BALANCE, DECEMBER 31, 1995..................... 7,123 712
Assets transferred in Spin-Off Transaction...
Minority interests' equity...................
Cash distributions declared..................
Net income...................................
----- -----
BALANCE, DECEMBER 31, 1996..................... 7,123 712
Cash distributions declared
Conversion to $.01 par value Common Stock.... (641)
Series A Preferred stock issuance............ 467 $11,147
Net income...................................
--- ------- ----- -----
BALANCE, DECEMBER 31, 1997..................... 467 $11,147 7,123 $ 71
=== ======= ===== =====

ADDITIONAL CUMULATIVE TOTAL
PAID-IN EARNINGS/ SHAREHOLDERS'
CAPITAL DISTRIBUTION EQUITY
---------- ------------ -------------
(IN THOUSANDS)

BALANCE, JANUARY 1, 1995.............................. $197,061 $(15,174) 182,599
Net income.......................................... 3,538 3,538
Cash distributions declared......................... (9,117) (9,117)
-------- -------- --------
BALANCE, DECEMBER 31, 1995............................ 197,061 (20,753) 177,020
Assets transferred in Spin-Off Transaction.......... (45,483) (45,483)
Minority interests' equity.......................... (1,706) (1,706)
Cash distributions declared......................... (10,258) (10,258)
Net income.......................................... 292 292
-------- -------- --------
BALANCE, DECEMBER 31, 1996............................ 149,872 (30,719) 119,865
Cash distributions declared......................... (12,246) (12,246)
Conversion to $.01 par value Common Stock........... 641 --
Series A Preferred stock issuance................... 11,147
Net income.......................................... 9,198 9,198
-------- -------- --------
BALANCE, DECEMBER 31, 1997............................ $150,513 $(33,767) $127,964
======== ======== ========

See notes to consolidated financial statements.

F-4
41

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

1997 1996(*) 1995(*)
---- ------- -------
(IN THOUSANDS)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income................................................ $ 9,198 $ 292 $ 3,538
Adjustments to reconcile net income to net cash flows
provided by operating activities:
Depreciation and amortization........................... 8,216 4,705 1,214
Amortization of deferred financing costs................ 335 93
Loss from unconsolidated entities....................... 314 216
Minority interest....................................... 3,344 2,159
Provision for possible loan losses...................... 129 4,450
Write-off of deferred acquisition expenses.............. 2,154
Loss on disposition of real estate/loans................ 183
Loss on disposal of REMIC's............................. 91
Changes in assets/liabilities that provided (used) cash:
Interest and accounts receivable...................... (2,134) (2,987) 125
Other assets.......................................... (4,907) (1,431) (7,165)
Transaction advances.................................. 2,471
Accounts payable and accrued expenses................. 2,660 7,603 (10)
--------- -------- --------
Total adjustments......................................... 7,828 15,203 (1,203)
--------- -------- --------
Cash Flows Provided By Operating Activities................. 17,026 15,495 2,335
--------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate acquired...................................... (152,492) (41,727) (1,006)
Advances to unconsolidated entities....................... (691) (773)
Satisfaction of mortgage loans receivable................. 3,468 3,025
Investment in mortgage loans receivable................... (256)
Amortization of REMIC's................................... 1,100
Investment of REMIC's..................................... (58,098)
Proceeds from REMIC's..................................... 56,908
--------- -------- --------
Cash Flow (Used In) Provided By Investing Activities........ (153,183) 18,976 (56,335)
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholders........................ (11,967) (9,545) (9,117)
Cash distributions to operating partnership unit
holders................................................. (4,389) (1,860)
Payments of deferred financing costs...................... (2,335) (471)
Purchase of operating partnership units................... (1,417)
Principal repayments on mortgage debt..................... (1,915) (74,852)
Principal repayments on credit facility................... (58,594)
Net proceeds from preferred shares........................ 11,147
Net advances from affiliated entities..................... 272 2,625
Borrowings on debt........................................ 206,847 41,706
--------- -------- --------
Cash Flows Provided By (Used In) Financing Activities....... 137,649 (42,397) (9,117)
--------- -------- --------
Net Increase (Decrease) in Cash and Cash Equivalents........ 1,492 (7,926) (63,117)
Cash and Cash Equivalents, Beginning of Period.............. 3,541 11,467 74,584
--------- -------- --------
Cash and Cash Equivalents, End of Period.................... $ 5,033 $ 3,541 $ 11,467
========= ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid for Interest During the Period.................. $ 13,358 $ 6,100
========= ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCIAL
ACTIVITIES:
Spin-off of net assets to Atlantic........................ $ 45,483
Acquisition of Ramco and other property acquisitions:
Debt assumed............................................ $ 5,867 176,478
Value of OP units issued................................ 43,835
Other liabilities assumed............................... 1,600
Interest and accounts receivable.......................... $ (733)
Allowance for possible loan losses........................ 5,076
Net mortgages receivable sold............................. (4,343)

See notes to consolidated financial statements.
F-5
42

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

1. RAMCO ACQUISITION AND SPIN-OFF TRANSACTION

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

Concurrent with the Ramco Acquisition, the former owners of the Ramco
Properties (as defined below) and the shareholders of Ramco-Gershenson, Inc.
("Ramco") (collectively, the "Ramco Group") transferred to Ramco-Gershenson
Properties, L.P. (the "Operating Partnership") (i) their interests in 20
shopping center and retail properties (the "Ramco Properties") containing an
aggregate of approximately 4,826,000 square feet of total gross leasable area
("GLA"), of which approximately 3,520,000 square feet is owned by the Operating
Partnership, and the balance is owned by certain anchor tenants, (ii) 100% of
the non-voting common stock and 5% of the voting common stock in Ramco
(representing in excess of a 95% economic interest in Ramco), (iii) 50% general
partner interests in two partnerships which each own a shopping center, (iv)
rights in and/or options to acquire certain development land, (v) options to
acquire the Ramco Group's interest in six shopping center properties and (vi)
five outparcels.

Pursuant to the Ramco Acquisition, the Company transferred to the Operating
Partnership six properties containing an aggregate of approximately 931,000
square feet of GLA and $68,000 in cash in exchange for 7,123,105 Units of the
Operating Partnership (representing a 1% General Partnership interest, and a 72%
limited partnership interest after giving effect to the reduction of 2% for the
Ramco Group's earnout).

F-6
43
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

For the year ended December 31, 1996 non-recurring expenses, including
expenses related to the spin-off of Atlantic, have been charged to operations as
follows:

Severance and other termination costs....................... $4,672
Directors' and officers' insurance.......................... 1,150
Write-off of deferred acquisition expense................... 2,154
------
$7,976
======

At December 31, 1996, the Company had a payable to its former Chairman and
President of $1,600, plus interest, representing the final installment of his
severance package. The final installment was paid in December 1997 under the
terms of an amended agreement.

In connection with the Ramco Acquisition, the due to related entities of
$1,325 and $1,053 at December 31, 1997 and 1996, respectively, represents
unreimbursed development costs of $565 and $568, respectively, and funds
collected on behalf of the Ramco Group relating to receivables prior to the
closing of $760 and $485, respectively.

In December 1997, with the approval of its shareholders, the Company
changed its state of organization from Massachusetts to Maryland by means of a
merger of the Massachusetts Trust into the Company and the conversion of each
outstanding share of beneficial interest in the Trust into a common share of
beneficial interest of the surviving Company. The par value of the common shares
was reduced from $.10 per share in 1996 to $.01 per share in 1997.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements for
the year ended December 31, 1997, and 1996 include the accounts of the Company
and its majority owned subsidiary, the Operating Partnership (73.5% owned by the
Company at December 31, 1997) and its wholly owned subsidiary, Ramco Properties
Associates Limited Partnership, a financing subsidiary. All significant
intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements of the Company include the effects of
the Ramco Acquisition and the spin-off of Atlantic as well as the operations of
the Operating Partnership commencing May 1, 1996.

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

REVENUE RECOGNITION -- Shopping center space is generally leased to retail
tenants under leases which are accounted for as operating leases. Minimum rents
are recognized on the straight-line method over the terms of the leases.
Percentage rents are recognized as earned on an accrual basis over the terms of
the leases. 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.

F-7
44
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

An allowance for doubtful accounts has been provided against the portion of
tenant accounts receivable which is estimated to be uncollectible. Accounts
receivable in the accompanying balance sheet is shown net of an allowance for
doubtful accounts of approximately $910 and $417 as of December 31, 1997 and
1996, respectively.

Until May 1, 1996, interest income on mortgage loans was recognized on the
accrual method during the periods in which the mortgage loans were outstanding.
Deferred interest, due at the maturity of the mortgage loan, was recognized as
income based on the interest method using the implicit rate of interest on the
mortgage loan. Contingent and additional contingent income, extension fee income
and prepayment premium income was recognized as cash was received.

Mortgage loans receivable at December 31, 1995 was $36,023. Payments of
$3,468 were received during 1996. Effective May 1, 1996 $32,555 of mortgage
loans receivable was spun-off to Atlantic Realty Trust (Note 1).

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

In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement No. 121 "Accounting for the Impairment of Long-Lived Assets and Assets
to be Disposed of" which requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes indicate that the carrying amount of an
asset may not be recoverable. The provisions of this Statement were adopted as
of January 1, 1996 and the adoption of this Statement did not have an impact on
the carrying value of the real estate. The Company periodically evaluates the
carrying value of its long-lived assets.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS -- In February 1997, the FASB
issued SFAS No. 129, "Disclosure of Information about Capital Structure" which
establishes standards for disclosing information about an entity's capital
structure. This Statement was adopted as of December 31, 1997 and did not have a
material effect on the Company's financial statement presentation.

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income" which establishes standards for reporting and displaying comprehensive
income and its components in a full set of financial statements. The Statement
requires that all items that are required to be recognized under accounting
standards as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements. The Statement is effective for the Company's financial statements
for the year ended December 31, 1998. The adoption of the Statement is not
expected to have a material effect on the Company's financial statement
presentation.

F-8
45
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED ENTITIES -- Consist of 50%
general partner interests in Kentwood Town Center ("Kentwood") and the
Southfield Plaza Expansion ("Southfield Plaza") and the Company's 100% interest
in the non-voting and 5% interest in the voting common stock of Ramco. These
investments are not unilaterally controlled and are therefore accounted for on
the equity method.

OTHER ASSETS -- Consist primarily of financing costs and leasing costs
which are amortized using the straight-line method over the terms of the
respective agreements.

MINORITY INTEREST -- Represents the Ramco Group's interest as a limited
partner in the Operating Partnership. Such interest is held in the form of Units
of the Operating Partnership which are exchangeable on an equivalent basis with
Common Shares of the Company. During the year ended December 31, 1997, the
Operating Partnership redeemed 88,530 Operating Partnership Units at $16.00 per
Unit. This redemption reduced the minority interest from approximately 27% to
26.5%.

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.

EARNINGS PER COMMON SHARE -- In February 1997, the FASB issued SFAS No.
128, "Earnings per Share." This statement establishes standards for computing
and presenting earnings per share ("EPS") and applies to all entities with
publicly held common shares or potential common shares. This statement replaces
the presentation of primary EPS and fully diluted EPS with a presentation of
basic EPS and diluted EPS, respectively. Basic EPS excludes dilution and is
computed by dividing earnings available to common shareholders by the weighted
average number of common shares outstanding for the period. Similar to fully
diluted EPS, diluted EPS reflects the potential dilution of securities that
could share in the earnings. The provisions of this Statement were adopted as of
December 31, 1997 and the adoption of this Statement did not have an impact on
the Company's previously reported EPS amounts.

Basic earnings per share is computed based on income available to common
shareholders divided by the weighted average number of common shares outstanding
during the period. Net income has been reduced by $278 in 1997 for Preferred
Share dividends declared in order to determine income available to common
shareholders. Diluted earnings per share is computed based upon income available
to common shareholders while adding back the preferred share dividends, divided
by the weighted average number of dilutive potential shares. The dilutive
potential common shares include shares issuable under the treasury stock method
upon exercise of stock options amounting to 25,000 in 1997.

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

Earnings per common share and the weighted average number of shares
outstanding for 1995 have been adjusted to reflect the one-for-four reverse
stock split which occurred on May 1, 1996 (Note 1).

RECLASSIFICATIONS -- Certain reclassifications have been made to the 1996
and 1995 financial statements in order to conform with the 1997 presentation.

F-9
46
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. REAL ESTATE

The Company's real estate at December 31, 1997 and December 31, 1996
consists of the following:

DECEMBER 31,
--------------------
1997 1996
---- ----

Land..................................................... $ 57,075 $ 42,681
Buildings and improvements............................... 414,115 270,544
Construction in progress................................. 2,023 1,629
-------- --------
473,213 314,854
Less: accumulated depreciation........................... (14,919) (7,102)
-------- --------
Investment in real estate -- net......................... $458,294 $307,752
======== ========

REAL ESTATE ACQUISITIONS

The Company has made the following property acquisitions (the "Property
Acquisitions") during the years ended December 31, 1997 and 1996 and the
consolidated financial statements include the effects of the Property
Acquisitions commencing with the date of acquisition (Note 12). All acquisitions
have been accounted for using the purchase method of accounting. The purchase
prices were allocated to the assets acquired and liabilities assumed based upon
their estimated fair market value.

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

August 1996 Taylor Plaza Taylor, Michigan $ 2,300
November 1996 Shoppes of Lakeland Lakeland, Florida $ 12,700
December 1996 Holcomb Center Alpharetta, Georgia $ 6,700
May 1997 Madison Center Madison Heights, Michigan $ 7,400
July 1997 Pelican Plaza Sarasota, Florida $ 7,200
October 1997 Southeast Portfolio Southeastern United States $124,500
December 1997 Village Lakes Land O' Lakes, Florida $ 8,600

4. OTHER ASSETS

Other assets at December 31, 1997 and December 31, 1996 are as follows:

DECEMBER 31,
----------------
1997 1996
---- ----

Leasing costs and other..................................... $5,845 $1,945
Deferred financing costs.................................... 2,806 471
Proposed development and acquisition costs.................. 1,214 205
------ ------
9,865 2,621
Less: accumulated amortization.............................. (966) (232)
------ ------
Other assets -- net....................................... $8,899 $2,389
====== ======

F-10
47
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. MORTGAGES AND NOTES PAYABLE

Mortgages and notes payable consist of the following:

DECEMBER 31,
-------------------
1997 1996
---- ----

Fixed rate mortgages with interest rates ranging from 6.83%
to 8.75% due at various dates through 2007................ $162,030 $ 99,579
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, 1997 and 1996
was 7.325% and 7.59%, respectively........................ 7,000 7,000
Unsecured term loan, with an interest rate at LIBOR plus 275
basis points, due May 1, 1999. The effective rate at
December 31, 1997 was 8.75%............................... 45,000
Credit Facility, with an interest rate at LIBOR plus 162.5
basis points at December 31, 1997 and 175 basis points at
December 31, 1996, due May 1999, maximum available
borrowings of $110,000. The effective rate at December 31,
1997 and 1996, was 7.66% and 7.37%, respectively.......... 81,588 36,831
-------- --------
$295,618 $143,410
======== ========

The mortgage notes are secured by mortgages on properties that have an
approximate net book value of $276,619 as of December 31, 1997. The Credit
Facility is secured by mortgages on various properties that have an approximate
net book value of $101,179 as of December 31, 1997.

During 1997, the Company modified its $50,000 Credit Facility in stages up
to $160,000 in order to provide funds for acquisitions and capital projects.
During November 1997, the Company closed on a $50,000 permanent mortgage loan.
The net proceeds were utilized to pay down the Credit Facility, and the
availability of the Credit Facility was reduced to $110,000. At December 31,
1997, $110,000 of the Credit Facility was available for borrowing, of which
$81,588 was outstanding. The interest rate payable under the Credit Facility and
the unsecured term loan, is between 137.5 and 162.5 basis points over LIBOR, and
between 250 and 275 basis points over LIBOR, respectively, depending on certain
debt ratios set forth in the agreements. At December 31, 1997, outstanding
letters of credit issued under the Credit Facility, not reflected in the
accompanying consolidated balance sheet, total approximately $836.

The Credit Facility contains financial covenants relating to debt to market
capitalization, minimum operating coverage ratios, and a minimum equity value.
As of December 31, 1997 the Company was in compliance with the covenant terms.

In December 1997, the Company executed an interest rate protection
agreement at no cost to limit the Company's exposure to increases in interest
rates on its floating rate debt. The notional amount of the agreement was
$50,000. Based on rates currently in effect under the Company's Credit Facility,
the agreement caps the Company's interest rate on $50,000 of floating rate debt
to 8.375%, with a floor of 7.225%, for the period May 1999 to October 2000. The
Company is exposed to credit loss in the event of non-performance by the other
parties to the interest rate swap agreements. However, the Company does not
anticipate non-performance by the counterparty.

F-11
48
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table presents scheduled principal payments on mortgages and
notes payable as of December 31, 1997:

Year End December 31,
1998...................................................... $ 4,764
1999...................................................... 129,669
2000...................................................... 8,243
2001...................................................... 3,131
2002...................................................... 3,317
Thereafter................................................ 146,494
--------
Total..................................................... $295,618
========

6. LEASES

Approximate future minimum rentals under noncancelable operating leases in
effect at December 31, 1997, assuming no new or renegotiated leases nor option
extensions on lease agreements, is as follows:

Year ended December 31,
1998...................................................... $ 47,245
1999...................................................... 42,218
2000...................................................... 37,722
2001...................................................... 33,800
2002...................................................... 30,267
Thereafter................................................ 208,001
--------
Total..................................................... $399,253
========

F-12
49
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. UNCONSOLIDATED ENTITIES

Condensed financial statement information of Ramco, Kentwood and Southfield
Plaza Expansion as of December 31, 1997 and 1996, and for the year ended
December 31, 1997 and the eight months ended December 31, 1996 are presented as
follows:

1997
----------------------------------------
SOUTHFIELD 1996
RAMCO KENTWOOD PLAZA TOTAL TOTAL
----- -------- ---------- ----- -----

ASSETS
Net Real Estate Assets......................... $ 1,860 $ 566 $ 2,426 $ 2,551
Other Assets................................... $4,588 514 122 5,224 5,480
------ ------- ------ ------- -------
Total Assets.............................. $4,588 $ 2,374 $ 688 $ 7,650 $ 8,031
====== ======= ====== ======= =======
LIABILITIES
Mortgage Notes Payable......................... $10,949 $1,593 $12,542 $12,682
Other Liabilities.............................. $1,399 266 46 1,711 1,730
------ ------- ------ ------- -------
Total Liabilities......................... 1,399 11,215 1,639 14,253 14,412
------ ------- ------ ------- -------
Owners' equity (deficit)....................... 3,189 (8,841) (951) (6,603) (6,381)
------ ------- ------ ------- -------
Total Liabilities and Owners' Equity
(Deficit).................................... $4,588 $ 2,374 $ 688 $ 7,650 $ 8,031
====== ======= ====== ======= =======
Company's Equity Investments in Unconsolidated
Entities..................................... $3,453 $ 956 $ 548 $ 4,957 $ 5,271
Advances to Unconsolidated Entities............ 1,464 1,464 773
------ ------- ------ ------- -------
Total Equity Investments in and Advances to
Unconsolidated Entities...................... $4,917 $ 956 $ 548 $ 6,421 $ 6,044
====== ======= ====== ======= =======

1997
-----------------------------------------
SOUTHFIELD 1996
RAMCO KENTWOOD PLAZA TOTAL TOTAL
----- -------- ---------- ----- -----

REVENUES
Management Fees............................. $ 1,063 $ 1,063 $ 711
Leasing and Development Fees................ 392 392 131
Property Revenues........................... $1,805 $272 2,077 1,571
Other Revenues.............................. 496 496 417
Leasing/Development Cost Reimbursements..... 1,321 1,321
------- ------ ---- ------- -------
Total Revenues........................... 3,272 1,805 272 5,349 2,830
------- ------ ---- ------- -------
EXPENSES
Employee Expenses........................... 4,079 4,079 2,187
Office and Other Expenses................... 1,190 1,190 630
Property Expenses........................... 1,463 199 1,662 1,307
Depreciation and amortization............... 221 221 45
------- ------ ---- ------- -------
Total Expenses........................... 5,490 1,463 199 7,152 4,169
------- ------ ---- ------- -------
Excess Revenues Over Expenses................. (2,218) 342 73 (1,803) (1,339)
Cost Reimbursement From Operating
Partnership................................. 2,218 2,218 1,603
------- ------ ---- ------- -------
Income........................................ $ 0 $ 342 $ 73 $ 415 $ 264
======= ====== ==== ======= =======
Company's Share of Income..................... $ 0 $ 171 $ 37 $ 208 $ 132
======= ====== ==== ======= =======

F-13
50
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company's share of the unconsolidated entities' income of $208 and
$132, for the year ended December 31, 1997 and the eight months ended December
31, 1996, respectively, was reduced by $522 and $348, respectively, which
represents depreciation and amortization adjustments arising from the Company's
net basis adjustments in the unconsolidated entities' assets. These adjustments
result in a net loss of $314 and $216 from unconsolidated entities for the year
ended December 31, 1997 and the eight months ended December 31, 1996.

8. COMMITMENTS AND CONTINGENCIES

Substantially all of the properties have been subjected to Phase I
environmental audits. Such audits have not revealed nor is management aware of
any environmental liability that management believes would have a material
adverse impact on the Company's financial position or results of operations.
Management is unaware of any instances in which it would incur significant
environmental costs if any or all properties were sold, disposed of or
abandoned.

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.

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.

F-14
51
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

discussions with the examining agent and his supervisors with regard to the
positions set forth in the draft report. There can be no assurance that, after
conclusion of discussions with such agent and his supervisors regarding the
draft report, the examining agent will not issue the proposed report in the form
previously delivered to the Company (or another form). 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, pursuant to the tax agreement between Atlantic and the
Company, Atlantic has assumed all liability arising out of the Tax Audit and the
Tax Issues. Based on the amount of Atlantic's assets, as disclosed in its Annual
Report on Form 10-K for the year ended December 31, 1997, 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.

During July 1997 Montgomery Ward ("Wards") a tenant at three of the
Company's properties (Tel-Twelve Mall, Clinton Valley Mall and Shoppes of
Lakeland), filed for protection under Chapter 11 of the Bankruptcy Code. In
October 1997, Wards issued a list of anticipated store closings which included
the stores at the Company's Clinton Valley Mall. This location consists of a
101,200 square foot department store and a 7,480 square foot TBA store (Tires,
Batteries and Automotive). The Company was notified in March 1998 that Wards
intends to reject the lease. The Company is pursuing replacement tenants to
lease the space. On an annual basis, Wards pays approximately $1,000 in base
rent, operating and real estate tax expense reimbursements for the Clinton
Valley Mall.

9. SHAREHOLDERS' EQUITY

Series A Convertible 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 Operating
Partnership Preferred 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.

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 were issued on December 31, 1997. The Series
A Preferred Shares rank senior to the Common Shares with respect to dividends
and upon liquidation, dissolution or winding up of the Company. The Series A
Preferred Shares are entitled to receive cumulative dividends, payable quarterly
in arrears, at an annual rate equal to the greater of (i) 9.60% of the stated
value ($25.00 per share) and (ii) the dividend rate expressed as an annual rate
which is implicit in the amount of dividends actually paid with respect to
Common Shares, based on a $17.50 per share price for the Common Shares,
determined as of each quarterly dividend payment date (the "Payable Component").

F-15
52
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

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

Shareholder Rights Plan -- On December 6, 1989, the Company's Board of
Trustees (the "Board") declared a dividend distribution of one share purchase
right to each outstanding share of beneficial interest, $.10 par value per
share, to shareholders of record at the close of business on December 18, 1989.
These rights may be exercised to purchase one share of beneficial interest at a
price of $80 per share, subject to adjustment, under certain specified
conditions at the Board's option. These rights are not exercisable or
transferable apart from the shares of beneficial interest until the distribution
date, which is the earlier of (i) 10 days following a public announcement that
any person or group has acquired beneficial ownership of 20 percent or more of
the outstanding shares (the "Share Acquisition Date"), (ii) 10 days following
the commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 20 percent or more of the outstanding shares
or (iii) the day the Board determines that any person or group has become the
beneficial owner of an amount of shares the Board determines to be substantial
(which amount shall in no event be less than 10 percent of the shares
outstanding) and the Board shall determine that such beneficial ownership is
intended to cause the Company to repurchase the shares owned by such person or
group or is reasonably likely to cause a material adverse impact on the
Company's business. The rights, which do not have voting rights, expire on
December 6, 1999 and may be redeemed by the Company at a price of $.01 per right
at any time until rights expire or, if earlier, 10 days following the Share
Acquisition Date.

Upon the occurrence of certain events following the distribution date, the
holder of each right will have the right to receive, upon exercise, shares (or,
in certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the right. In certain
events in which the Company is not a surviving entity or has transferred 50
percent or more of its assets or earnings power, the rights will entitle the
holder, upon exercise, to receive equity securities of the acquiring company
having a value equal to two times the exercise price of the right.

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.

F-16
53
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. STOCK OPTION PLANS

1989 Trustees' Stock Option Plan -- On April 4, 1989, the Board approved
the establishment of the 1989 Trustees' Stock Option Plan (the "Former Trustees'
Plan") which permitted the Company to grant options to purchase up to 350,000
shares of beneficial interest in the Company at the fair market value at the
date of grant. The Company had 350,000 options outstanding under the Former
Trustees' Plan at December 31, 1995. In connection with the Ramco Acquisition
and Spin-off Transaction, all Trustees who had been granted options under the
Former Trustees' Plan surrendered their options to the Company without
consideration.

1989 Employee's Stock Option Plan -- On June 21, 1989, the Board approved
the establishment of the 1989 Employee Stock Option Plan which permitted the
Company to grant options to purchase up to 1,550,000 shares of beneficial
interest in the Company at the fair market value at the date of grant. On
December 6, 1989, 1,355,000 options were granted. Option shares in the amount of
125,000 were purchased from certain employees prior to the closing of the Ramco
Acquisition and Spin-off Transaction for $.50 per share and the balance of the
options were canceled.

1996 Share Option Plan -- Concurrent with the Ramco Acquisition, the
Company adopted the 1996 Share Option Plan (the "Plan") to enable its employees
to participate in the ownership of the Company. The Plan is designed to attract
and retain executive officers and other key employees of the Company, to
encourage a proprietary interest in the Company, and to provide incentives to
employees.

Under the Plan, executive officers and employees of the Company may be
granted options to acquire shares of beneficial interest of the Company
("Options"). The Plan is administered by the independent trustee members of the
Compensation Committee of the Board of Trustees, who are authorized to select
the executive officers and other employees to whom Options are to be granted. No
member of the compensation committee is eligible to participate in the Plan.

The compensation committee, at its discretion, determines the number of
Options to be granted. At June 30, 1996, the Plan provided for Options to
purchase up to 855,000 shares of beneficial interest of the Company. However, no
more than 50,000 share options may be granted to any one individual in any
calendar year. Share options issued under the Plan allow for the purchase of
shares of beneficial interest at the fair market value of the shares at the date
of grant. Stock options granted to officers and employees 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.

In connection with the Ramco Acquisition and the spin-off of Atlantic, the
Company granted certain principals of the Ramco Group, options to purchase
120,000 shares at an exercise price of $16.00 per share.

1997 Non-Employee Trustee Stock Option Plan -- On April 27, 1997, the Board
approved the establishment of 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 on the Company's annual meeting date.
There were 14,000 options issued effective June 10, 1997. The Trustees' Plan is
designed to provide Company participants with an increased incentive to make
contributions to the long-term performance and growth of the Company and its
subsidiaries, to join the interests of participants with the interest of
shareholders of the Company, and to facilitate attracting qualified independent
trustees. Stock options granted to participants vest and become exercisable in
installments on each of the first two anniversaries of the date of grant and
expire ten years after the date of grant.

F-17
54
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

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

Granted since inception............................... 183,200 $16.04
Exercised............................................. -- --
Cancelled or forfeited................................ -- --
------- ------
Outstanding at December 31, 1996...................... 183,200 $16.04
Granted............................................... 92,813 $17.69
Exercised............................................. -- --
Cancelled or forfeited................................ (3,051) $16.56
------- ------
Outstanding at December 31, 1997...................... 272,962 $16.60
======= ======
Shares exercisable at December 31, 1996............... -- --
======= ======
Shares exercisable at December 31, 1997............... 60,050 $16.03
======= ======

At December 31, 1997, the range of exercise prices and weighted average
remaining contractual life of outstanding options was $15.44 - $17.87 and 8.8
years, respectively.

The fair value of options granted during 1997 and 1996 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:

1997 1996
---- ----

Risk-free interest rate.................................... 6.38% 6.53%
Dividend Yield............................................. 9.16% 10.21%
Volatility................................................. 15.80% 10.00%
Weighted Average expected life............................. 5.00 6.00

The Company measures compensation in accordance with Accounting Principles
Board Opinion No. 25 under which no compensation cost has been recognized for
stock option awards. There is 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". Therefore, there
would be no change in the Company's pro forma net income and earnings per share
for 1997 and 1996 (Note 12).

11. 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, 1997 and 1996 the mortgages and notes
payable amounts are also a reasonable estimate of their fair value because their
interest rates approximate the current borrowing rates available to the Company.

The fair values of the Company's interest rate protection agreements
represent the estimated amount the Company would receive or pay to terminate the
financial instruments at December 31, 1997. At December 31, 1997 the fair value
of the cap agreements was $187 and the fair value of the floor agreements was
($296).

F-18
55
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

The following pro forma consolidated statements of operations have been
presented as if (i) the Ramco Acquisition, the Property Acquisitions, and the
spin-off of Atlantic had occurred on January 1, 1996, and (ii) the Company had
qualified as a REIT, distributed all of its taxable income and, therefore had
incurred no tax expense during the periods. In management's opinion, all
adjustments necessary to reflect the Ramco Acquisition, the Property
Acquisitions and the spin-off of Atlantic have been made. The pro forma
consolidated statements of operations are not necessarily indicative of what the
actual results of operations of the Company would have been had such
transactions actually occurred as of January 1, 1996, nor do they purport to
represent the results of the Company for future periods.

1997 1996
---- ----

REVENUES
Minimum rents............................................. $51,714 $49,939
Percentage rents.......................................... 1,620 1,269
Recoveries from tenants................................... 19,794 20,420
Interest and other income................................. 855 767
------- -------
Total revenues.............................................. 73,983 72,395
EXPENSES
Real estate taxes......................................... 7,426 8,037
Recoverable operating expenses............................ 12,346 12,549
Depreciation and amortization............................. 10,949 10,160
Other operating........................................... 1,119 1,205
General and administrative................................ 5,085 4,769
Interest expense.......................................... 24,183 23,240
Spin-off and other expenses............................... -- 7,976
------- -------
Total expenses.............................................. 61,108 67,936
------- -------
Operating income............................................ 12,875 4,459
Loss from unconsolidated entities........................... 314 314
------- -------
Income before minority interest............................. 12,561 4,145
Minority interest........................................... 3,350 3,209
------- -------
Net income.................................................. $ 9,211 $ 936
======= =======
Basic earnings per share.................................... $1.25 $.13
======= =======
Diluted earnings per share.................................. $1.25 $.13
======= =======
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic..................................................... 7,123 7,123
======= =======
Diluted................................................... 7,148 7,123
======= =======

F-19
56
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. QUARTERLY FINANCIAL DATA (UNAUDITED)

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

1997
Quarter ended:
March 31 $13,819 $ 2,344 $ 0.33
June 30 $13,931 $ 2,251 $ 0.32
September 30 $14,461 $ 2,287 $ 0.32
December 31 $17,033 $ 2,316 $ 0.29

NET INCOME BASIC EARNINGS(LOSS)
REVENUES (LOSS) PER SHARE:
-------- ---------- --------------------

1996
Quarter ended:
March 31 $ 4,262 $ 536 $ 0.08
June 30 $ 9,676 $(4,691) $(0.66)
September 30 $12,737 $ 2,281 $ 0.32
December 31 $13,838 $ 2,166 $ 0.30

During 1996, the Company recorded spin-off and other related expenses of
$1,657, $6,276, and $43 in the first, second and third quarters respectively.
These non-recurring costs were primarily a result of the employee severance and
bonus expenses, the cost of run-off directors' and officers' liability
insurance, and the write-off of deferred acquisition costs related to the
spin-off of Atlantic. There were no corresponding costs for 1997.

F-20
57

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14. REAL ESTATE ASSETS

Net investment in real estate assets at December 31, 1997 consisted of the
following:

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

Athens Town Center......................... Athens, Alabama 1997 $ 854 $ 7,695
Cox Creek Plaza............................ Florence, Alabama 1997 589 5,336
Crestview Corners.......................... Crestview, Florida 1997 400 3,602
Shoppes of Lakeland........................ Lakeland, Florida 1996 1,279 11,543
Lantana Plaza.............................. Lantana, Florida 1993 2,590 2,600
Naples Towne Center........................ Naples, Florida 1983 1996 218 1,964
Pelican Plaza.............................. Sarasota, Florida 1997 710 6,404
Sunshine Plaza............................. Tamarac, Florida 1991 1,748 7,452
Village Lakes.............................. Land O' Lakes, Florida 1997 862 7,768
Holcomb Center............................. Alpharetta, Georgia 1996 658 5,953
Indian Hills............................... Calhoun, Georgia 1997 706 6,355
Mays Crossing.............................. Stockbridge, Georgia 1997 725 6,532
Crofton Plaza.............................. Crofton, Maryland 1991 3,201 6,499
Clinton Valley Mall........................ Sterling Heights,
Michigan 1979 1996 1993 1,101 9,910
Clinton Valley Strip Center................ Sterling Heights,
Michigan 1979 1996 399 3,588
Eastridge Commons.......................... Flint, Michigan 1990 1996 1997 1,086 9,775
Edgewood Towne Center...................... Lansing, Michigan 1990 1996 1992 665 5,981
Ferndale Plaza............................. Ferndale, Michigan 1984 1996 265 2,388
Fraser Shopping Center..................... Fraser, Michigan 1996 363 3,263
Jackson Crossing........................... Jackson, Michigan 1996 1996 2,249 20,237
Jackson West............................... Jackson, Michigan 1996 1996 1997 2,806 6,270
Lake Orion Plaza........................... Lake Orion, Michigan 1977 1996 470 4,234
Madison Center............................. Madison Heights,
Michigan 1997 817 7,366
New Towne Plaza............................ Canton, Michigan 1976 1996 1993 817 7,354
Oak Brook Square........................... Flint, Michigan 1996 955 8,591
Roseville Plaza............................ Roseville, Michigan 1996 1994 1,466 13,195
Southfield Plaza........................... Southfield, Michigan 1996 1983 1,121 10,090
Taylor Plaza............................... Taylor, Michigan 1996 400 1,930
Tel-Twelve Mall............................ Southfield, Michigan 1968 1996 1996 4,777 43,181
West Oaks I................................ Novi, Michigan 1981 1996 1997-98 0 6,304
West Oaks II............................... Novi, Michigan 1987 1996 1,391 12,519

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

Athens Town Center......................... $ 0 $ 854 $ 7,695 $ 8,549 $ 32 (d)
Cox Creek Plaza............................ 0 589 5,336 5,925 22 (d)
Crestview Corners.......................... 0 400 3,602 4,002 15 (d)
Shoppes of Lakeland........................ 108 1,279 11,651 12,930 336 (d)
Lantana Plaza.............................. 503 2,590 3,103 5,693 370 (d)
Naples Towne Center........................ 6 218 1,970 2,188 83 (d)
Pelican Plaza.............................. 5 710 6,409 7,119 73 (d)
Sunshine Plaza............................. 784 1,748 8,236 9,984 1,196 (d)
Village Lakes.............................. 0 862 7,768 8,630 0
Holcomb Center............................. 31 658 5,984 6,642 158 (d)
Indian Hills............................... 0 706 6,355 7,061 26 (d)
Mays Crossing.............................. 0 725 6,532 7,257 27 (d)
Crofton Plaza.............................. 1,054 3,201 7,553 10,754 1,190 (d)
Clinton Valley Mall........................
123 1,101 10,033 11,134 417 (e)
Clinton Valley Strip Center................
50 399 3,638 4,037 153 (d)
Eastridge Commons.......................... 2,052 1,086 11,827 12,913 488 (e)
Edgewood Towne Center...................... 4 665 5,985 6,650 250 (d)
Ferndale Plaza............................. 11 265 2,399 2,664 102 (d)
Fraser Shopping Center..................... 74 363 3,337 3,700 143 (e)
Jackson Crossing........................... 391 2,249 20,628 22,877 893 (e)
Jackson West............................... 4,879 2,806 11,149 13,955 405 $8,500
Lake Orion Plaza........................... 73 470 4,307 4,777 181 (e)
Madison Center.............................
2 817 7,368 8,185 112 (d)
New Towne Plaza............................ 170 817 7,524 8,341 309 (e)
Oak Brook Square........................... 3 955 8,594 9,549 358 7,000
Roseville Plaza............................ 290 1,466 13,485 14,951 560 (e)
Southfield Plaza........................... 93 1,121 10,183 11,304 424 (e)
Taylor Plaza............................... 12 400 1,942 2,342 67 (d)
Tel-Twelve Mall............................ 2,089 4,777 45,270 50,047 1,876 (e)
West Oaks I................................ 1,314 0 7,618 7,618 260 4,288
West Oaks II............................... 69 1,391 12,588 13,979 530 7,976

F-21
58

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Chester Springs............................ Chester, New Jersey 1994 1997-98 4,931 13,331
Toys 'R' Us................................ Commack, New York 1992 1,160 1,740
Trinity Corners............................ Pound Ridge, New York 1992 1,250 1,250
Hickory Corners............................ Hickory, North Carolina 1997 798 7,192
Holly Springs Plaza........................ Franklin, North
Carolina 1997 829 7,470
Ridgeview Crossing......................... Elkin, North Carolina 1997 1,054 9,494
OfficeMax Center........................... Toledo, Ohio 1994 1996 227 2,042
Spring Meadows Place....................... Springfield Twp, Ohio 1987 1996 1997 1,662 14,959
Troy Towne Center.......................... Troy, Ohio 1990 1996 1996 930 8,372
Edgewood Square............................ North Augusta, South
Carolina 1997 1,358 12,229
Taylors Square............................. Greenville, South
Carolina 1997 1,581 14,237
Cumberland Gallery......................... New Tazewell, Tennessee 1997 327 2,944
Highland Square............................ Crossville, Tennessee 1997 913 8,189
Northwest Crossing......................... Knoxville, Tennessee 1997 1,284 11,566
Stonegate Plaza............................ Kingsport, Tennessee 1997 606 5,454
Tellico Plaza.............................. Lenoir City, Tennessee 1997 611 5,510
West Allis Towne Centre.................... West Allis, Wisconsin 1987 1996 1,866 16,789
-------- --------
Totals $ 57,075 $398,647
======== ========

Chester Springs............................ 1,416 4,931 14,747 19,678 1,263 (d)
Toys 'R' Us................................ 2 1,160 1,742 2,902 219 (d)
Trinity Corners............................ 514 1,250 1,764 3,014 215 (d)
Hickory Corners............................ 0 798 7,192 7,990 30 (d)
Holly Springs Plaza........................
0 829 7,470 8,299 31 (d)
Ridgeview Crossing......................... 0 1,054 9,494 10,548 40 (e)
OfficeMax Center........................... 0 227 2,042 2,269 85 (d)
Spring Meadows Place....................... 486 1,662 15,445 17,107 645 8,827
Troy Towne Center.......................... 881 930 9,253 10,183 385 (e)
Edgewood Square............................
0 1,358 12,229 13,587 51 (d)
Taylors Square.............................
0 1,581 14,237 15,818 59 (e)
Cumberland Gallery......................... 0 327 2,944 3,271 12 (d)
Highland Square............................ 0 913 8,189 9,102 34 5,826
Northwest Crossing......................... 0 1,284 11,566 12,850 48 (e)
Stonegate Plaza............................ 0 606 5,454 6,060 23 (e)
Tellico Plaza.............................. 0 611 5,510 6,121 23 (d)
West Allis Towne Centre.................... 2 1,866 16,791 18,657 700 (e)
------- ------- -------- -------- -------
$17,491 $57,075 $416,138 $473,213 $14,919
======= ======= ======== ======== =======

- -------------------------
(a) If constructed by a predecessor of the Company.

(b) The aggregate cost of land and buildings and improvements for federal income
tax purposes is approximately $445 million.

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

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

F-22
59

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

The changes in real estate assets and accumulated depreciation for the
years ended December 31, 1997, and 1996 are as follows:

1997 1996
---- ----

REAL ESTATE ASSETS
Balance at beginning of period.............................. $314,854 $ 58,046
Acquisitions................................................ 150,368 257,605
Capital Improvements........................................ 7,991 6,252
Spin-off of Assets to Atlantic.............................. (7,049)
-------- --------
Balance at end of period.................................... $473,213 $314,854
======== ========
ACCUMULATED DEPRECIATION
Balance at beginning of period.............................. $ 7,102 $ 2,747
Depreciation................................................ 7,817 4,567
Spin-off of assets to Atlantic.............................. (212)
-------- --------
Balance at end of period.................................... $ 14,919 $ 7,102
======== ========

F-23
60

EXHIBIT INDEX

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

10.12 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.
10.13 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.
10.14 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.
10.15 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.
10.16 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.
10.17 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.
10.18 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.
10.19 Loan Agreement dated May 1, 1996 by and between
Ramco-Gershenson Properties, L.P. and The Lincoln National
Life Insurance Company relating to a $77,585,524.73 loan,
incorporated by reference to Exhibit 10.22 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996.
10.20 Note dated May 1, 1996 in the aggregate principal amount of
$77,585,524.73 made by Ramco-Gershenson Properties, L.P. in
favor of The Lincoln National Life Insurance Company,
incorporated by reference to Exhibit 10.23 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996.
10.21 Loan Agreement dated May 1, 1996 by and between
Ramco-Gershenson Properties, L.P. and The Lincoln National
Life Insurance Company relating to a $4,346,778.73 loan,
incorporated by reference to Exhibit 10.24 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996.
10.22 Note dated May 1, 1996 in the aggregate principal amount of
$4,346,778.73 made by Ramco-Gershenson Properties, L.P. in
favor of The Lincoln National Life Insurance Company,
incorporated by reference to Exhibit 10.25 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996.
10.23 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.
10.24 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.

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

10.39 Note dated December 17, 1997 in the aggregate principal
amount of $8,500,000 made by Ramco-Gershenson Properties,
L.P., in favor of The Lincoln National Life Insurance
Company.
10.40 1997 Non-Employee Trustee Stock Option Plan of the Company.
10.41 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.
21.1 Subsidiaries.
23.1 Consent of Deloitte & Touche LLP.
27.1 Financial Data Schedule.