-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UKgRbtCi0v9Nf5G8y5/nhpvepJnCNPUsZZwZWbzagfrQBTYTRvgFGqVh196NpkuJ gzuXimcLbEiFxiirH3o+cQ== 0000914121-02-000308.txt : 20020415 0000914121-02-000308.hdr.sgml : 20020415 ACCESSION NUMBER: 0000914121-02-000308 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020319 GROUP MEMBERS: MORGAN STANLEY INVESTMENT MANAGEMENT INC. GROUP MEMBERS: MS REAL ESTATE SPECIAL SITUATIONS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAMCO GERSHENSON PROPERTIES TRUST CENTRAL INDEX KEY: 0000842183 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 136908486 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40582 FILM NUMBER: 02579095 BUSINESS ADDRESS: STREET 1: 27600 NORTHWESTERN HWY STREET 2: SUITE 200 CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483509900 MAIL ADDRESS: STREET 1: 27600 NORTHWESTERN HWY STREET 2: SUITE 200 CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: RPS REALTY TRUST DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1221 SIXTH AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13D/A 1 mo636438_sc13da.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------- SCHEDULE 13D Rule 13d-101 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1)(1) Ramco-Gershenson Properties Trust - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares of Beneficial Interest, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 75145220 -------------------------------------------------------------- (CUSIP Number) Christopher L. O'Dell Morgan Stanley 1221 Avenue of the Americas New York, New York 10020 (212) 761-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 19, 2002 -------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (continued on following pages) (Page 1 of 21 Pages) - ----------------------------- ---------------------------- CUSIP NO. 75145220 SCHEDULE 13D PAGE 2 OF 14 - ----------------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Dean Witter & Co. 36-3145972 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The state of organization is Delaware. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ---------------------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF SHARES 1,721,686 BENEFICIALLY ---------------------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,721,686 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,721,686 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, HC - -------------------------------------------------------------------------------- - ---------- * See Instructions Before Filling Out! - ----------------------------- ---------------------------- CUSIP NO. 75145220 SCHEDULE 13D PAGE 3 OF 14 - ----------------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Investment Management Inc. 13-3040307 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The state of organization is Delaware. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ---------------------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF SHARES 954,610 BENEFICIALLY ---------------------------------------------------------------- WNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 954,610 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 954,610 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA, CO - -------------------------------------------------------------------------------- - ---------- * See Instructions Before Filling Out! - ----------------------------- ---------------------------- CUSIP NO. 75145220 SCHEDULE 13D PAGE 4 OF 14 - ----------------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MS Real Estate Special Situations, Inc. 13-3962641 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The state of organization is Delaware. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ---------------------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF SHARES 767,076 BENEFICIALLY ---------------------------------------------------------------- WNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 767,076 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 767,076 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA, CO - -------------------------------------------------------------------------------- - ---------- * See Instructions Before Filling Out! ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D Statement dated November 13, 1998 which was filed with the Securities and Exchange Commission ("SEC") on behalf of Morgan Stanley Dean Witter & Co. ("MSDW"), Morgan Stanley Asset Management Inc. (now known as Morgan Stanley Investment Management Inc. or "MSIM") and The Morgan Stanley Real Estate Special Situations Fund II, L.P., which is no longer a reporting person. This Amendment No.1 reflects the transaction described in Item 4 below, as it relates to MSDW, MSIM and MS Real Estate Special Situations, Inc. ("MSRESSI," and together with MSDW and MSIM, the "Reporting Persons"), the investment adviser to certain clients referred to in Item 4 below. Each capitalized term, not defined in this amendment has the meaning assigned to such term as in the original Schedule 13D. The class of equity securities to which this statement relates is the common shares of beneficial interest, $.01 par value per share ("Common Shares"), of Ramco-Gershenson Properties Trust, a Maryland real estate investment trust (together with its predecessors, the "Issuer"). The principal executive offices of the Issuer are located at 27600 Northwestern Highway, Suite 200, Southfield, Michigan. ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended and supplemented by adding the following: (a) This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): (1) Morgan Stanley Dean Witter & Co., a Delaware corporation; (2) Morgan Stanley Investment Management Inc., a Delaware corporation; and (3) MS Real Estate Special Situations, Inc., a Delaware corporation. (b) MS Real Estate Special Situations, Inc. is a Delaware corporation with its principal business and offices located at 1585 Broadway, New York, New York, 10036. (c) Set forth in Schedule A is the name, citizenship, business or residence address and present principal occupation or employment, as well as the name and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of MSDW, as of the date hereof. Set forth in Schedule B is the name, citizenship, business or residence address and present principal occupation or employment, as well as the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of MSIM, as of the date hereof. Set forth in Schedule C is the name, citizenship, business or residence address and present principal occupation or employment, as well as the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of MSRESSI, as of the date hereof. (d) None of the Reporting Persons, including MSRESSI, nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedules A, B and C attached hereto has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the Reporting Persons, including MSRESSI, nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedules A, B and C attached hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented by adding the following: On March 14, 2002 the Issuer, MSRESSI and the other selling shareholders entered into a Stock Redemption Agreement ("Agreement") by which the Issuer will redeem from MSRESSI and the other selling shareholders 1,200,000 shares of Series A Convertible Preferred Shares ("Preferred Shares"), par value $0.01 per share (representing 1,714,286 Common Shares) for $22.0204 per share, subject to market price adjustments and other conditions described in the Agreement attached hereto as Exhibit 7. If the transaction proposed in the Agreement is consummated, the Issuer will redeem all Preferred Shares then held by the Reporting Persons. The foregoing does not purport to be a complete description of the terms of the Stock Redemption Agreement and is qualified in its entirety by reference to Exhibit 7 hereof, which is incorporated by reference hereof. Except as described above, as of the date of this Amendment No. 1 to Schedule 13D, the Reporting Persons have no present plans or proposals of a type requiring disclosure under Item 4 of Schedule 13D. MSDW is filing solely in its capacity as parent company and indirect beneficial owner of securities held by its business units. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and supplemented by adding the following: MSRESSI, for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 767,076 Common Shares representing approximately 10.8% of the outstanding Shares (based on 7,088,926 Common Shares reported by the Company as outstanding on March 13, 2002 in its report on Form 10-K for the fiscal year ended December 31, 2001); The response to Item 4 is incorporated herein by reference. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended and supplemented by adding the following: The response to Item 4 is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended and supplemented by adding the following: Exhibit 7: Stock Redemption Agreement by and among Ramco-Gershenson Properties, L.P., the Issuer, Morgan Stanley Real Estate Special Situations Fund II, L.P., MS Special Funds Pte. Ltd., Stichting Pensioenfonds ABP, Stichting Bedrijfspensioenfonds voor de Metaal en Technische Bedrijfstakken, The Morgan Stanley Real Estate Special Situations Fund I, L.P. and MS Real Estate Special Situations, Inc. dated as of March 14, 2002. Exhibit 8. Joint Filing Agreement SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 19, 2002 MORGAN STANLEY DEAN WITTER & CO. By: /s/ Robert G. Koppenol -------------------------------------------- Robert G. Koppenol Authorized Signatory MORGAN STANLEY INVESTMENT MANAGEMENT INC. By: /s/ Richard A. Schultz -------------------------------------------- Richard A. Schultz Authorized Signatory MS REAL ESTATE SPECIAL SITUATIONS, INC. By: /s/ Richard A. Schultz -------------------------------------------- Richard A. Schultz Vice President EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ------------------------------------------------------------------ 7. Stock Redemption Agreement by and among Ramco-Gershenson Properties, L.P., the Issuer, Morgan Stanley Real Estate Special Situations Fund II, L.P., MS Special Funds Pte. Ltd., Stichting Pensioenfonds ABP, Stichting Bedrijfspensioenfonds voor de Metaal en Technische Bedrijfstakken, The Morgan Stanley Real Estate Special Situations Fund I, L.P. and MS Real Estate Special Situations, Inc. dated as of March 14, 2002. 8. Joint Filing Agreement SCHEDULE A EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY DEAN WITTER & CO. The names of the Directors and the names and titles of the Executive Officers of Morgan Stanley Dean Witter & Co. ("MSDW") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of MSDW at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to MSDW and each individual is a United States citizen. NAME PRESENT PRINCIPAL OCCUPATION - --------------------------------- ---------------------------------------- * Philip J. Purcell Chairman of the Board and Chief Executive Officer * Robert G. Scott President and Chief Operating Officer * Robert P. Bauman Retired; former Chief Executive Officer Invensys plc of SmithKline Beecham plc Invensys House, Carlisle Place London SW1P 1BX, ENGLAND * Edward A. Brennan Retired; former Chairman of the Board, 400 North Michigan Avenue, President and Chief Executive Officer of Suite 400 Sears, Roebuck and Co. Chicago, IL 60611 * John E. Jacob Executive Vice President and Chief Anheuser-Busch Companies, Inc. Communications Officer of Anheuser-Busch One Busch Place Companies, Inc. St. Louis, MO 63118 * C. Robert Kidder Chairman of the Board and Chief Borden, Inc. Executive Officer of Borden, Inc. 180 East Broad St. Columbus, OH 43215 * Charles F. Knight Chairman of Emerson Electric Co. Emerson Electric Co. 8000 West Florissant St. Louis, MO 63136 * John W. Madigan Chairman and Chief Executive Officer Tribune Company of Tribune Company 435 North Michigan Avenue, Suite 2300 Chicago, IL 60611 SCHEDULE A NAME PRESENT PRINCIPAL OCCUPATION - --------------------------------- ---------------------------------------- * Miles L. Marsh Former Chairman of the Board and Chief W.H. Clark & Associates Executive Officer of Fort James 20 S. Clark St, Suite 2222 Corporation Chicago, IL 60603 * Michael A. Miles Special Limited Partner of Forstmann 1350 Lake Road Little and Co. Lake Forest, IL 60045 * Laura D'Andrea Tyson Dean of the London Business School London Business School Sussex Place, Regent's Park London NW1 4SA, England Stephen S. Crawford Executive Vice President and Chief Financial Officer Roger C. Hochschild Executive Vice President and Chief Strategic and Administrative Officer Donald G. Kempf, Jr. Executive Vice President, Chief Legal Officer & Secretary Tarek F. Abdel-Meguid Head of Worldwide Investment Banking Zoe Cruz Head of Worldwide Fixed Income Division John P. Havens Head of Worldwide Institutional Equities Group Mitchell M. Merin President and COO, Asset Management David W. Nelms President and COO, Discover Financial Services Stephan F. Newhouse Co-President and COO, Institutional Securities Group Vikram S. Pandit Co-President and COO, Institutional Securities Group Joseph R. Perella Chairman of Institutional Securities Group John H. Schaefer President and COO, Individual Investor Group * Director SCHEDULE B EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY INVESTMENT MANAGEMENT INC. The names of the Directors and the names and titles of the Executive Officers of Morgan Stanley Investment Management Inc. ("MSIM") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of MSIM at 1221 Avenue of the Americas, New York, New York 10020. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to MSIM and each individual is a United States citizen. NAME PRESENT PRINCIPAL OCCUPATION - ---------------------------- ----------------------------------------- * Barton M. Biggs Chairman and Managing Director * Richard B. Worley President & Managing Director * Mitchell M. Merin Joseph J. McAlinden Chief Investment Officer Rajesh K. Gupta Chief Administrative Officer--Investments Ronald E. Robison Chief Operations Officer and Managing Director Arthur J. Lev General Counsel, Principal and Secretary Alexander C. Frank Treasurer * Director SCHEDULE C EXECUTIVE OFFICERS AND DIRECTORS OF MS REAL ESTATE SPECIAL SITUATIONS, INC. The names of the Directors and the names and titles of the Executive Officers of MS Real Estate Special Situations, Inc. ("MSRESSI") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of MSRESSI at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to MSRESSI and each individual is a United States citizen. NAME PRESENT PRINCIPAL OCCUPATION - ------------------------------ ----------------------------------------- * Owen D. Thomas Chairman of the Board of MSRESSI and Managing Director of Morgan Stanley & Co. Incorporated * John Timothy Morris President of MSRESSI and Managing Director of Morgan Stanley & Co. Incorporated Michael E. Foster Vice President of MSRESSI and Managing Director of Morgan Stanley & Co. Incorporated Jeffrey K. Gronning Vice President of MSRESSI and Executive Director of Morgan Stanley & Co. Incorporated Richard A. Schultz Vice President of MSRESSI and Morgan Stanley & Co. Incorporated Christopher L. O'Dell Vice President and Secretary of MSRESSI and Vice President of Morgan Stanley & Co. Incorporated * Director EX-7 3 mo641928-exh_7.txt STOCK REDEMPTION AGREEMENT EXHIBIT 7 STOCK REDEMPTION AGREEMENT -------------------------- THIS STOCK REDEMPTION AGREEMENT (the "Agreement") is made as of March 14, 2002 among the shareholders listed on the signature page hereto (collectively, the "Sellers") and Ramco-Gershenson Properties Trust, a Maryland real estate investment trust (the "Company"). RECITALS -------- A. The Sellers collectively own a total of 1,200,000 Series A Convertible Preferred Shares (the "Shares") of the Company as listed and described on attached Exhibit A, being all the Shares owned by the Sellers. B. Sellers desire to sell to the Company, and the Company desires to redeem from Sellers, the Shares on the terms and conditions set forth in this Agreement. C. Upon redemption of the Shares, the Company and the Sellers wish to terminate all of the Company's and Sellers' rights and obligations under the Preferred Units and Stock Purchase Agreement dated as of September 30, 1997 (the "Purchase Agreement") and all other agreements entered into in connection therewith, as of the date of the redemption of the Shares. THEREFORE, the parties agree as follows: 1. REDEMPTION OF STOCK. ------------------- 1.1 Public Offering. The Company shall use its reasonable best efforts to complete a public offering of its common shares on or before September 26, 2002, with such offering to be of sufficient size that the net proceeds of the offering will provide the Company with net liquid assets, when taken together with the Company's other liquid assets, in excess of the Purchase Price (as defined below)(the "Public Offering"). 1.2 Agreement to Redeem Stock. Upon the terms and subject to the conditions of this Agreement, Sellers shall upon no less than five business days' written notice from the Company, and on the sixth business day following the Public Offering (such date, the "Closing Date"), sell, assign and deliver to the Company, and the Company shall redeem from Sellers, all, but not part of the Shares. At the Company's option, the Sellers shall sell, assign and deliver to the Company, and the Company shall redeem from the Sellers, all, but not part of, the Shares on a Closing Date selected by the Company, upon no less than ten business day's written notice to Sellers, prior to the completion of the Public Offering and prior to September 26, 2002, if the Company is able to secure alternate financing of the Purchase Price. The certificates for the Shares shall, when delivered by the Sellers to the Company, be duly endorsed for transfer to the Company, or have an executed stock power endorsed to the Company attached to the certificates. 1.3 Purchase Price. The purchase price per Share for the Shares shall be the greater of (a) $22-1/7 or (b) the quotient obtained by dividing (i) the product of (A) $25 and (B) the price to the public in the Public Offering (or, if the purchase is made pursuant to the Company's option as set forth in Section 1.2, the average closing price of the Company's common shares on the New York Stock Exchange for the 20 trading days immediately prior to the giving of the purchase notice) less $2 by (ii) $17.50 (the "Purchase Price"). For example, if the price to the public in the Public Offering were $18.25, the Purchase Price would be $23.214 ($25 x 16.25 / 17.5). On the Closing Date, the Company shall pay to the Sellers the Purchase Price of all of the Shares by wire transfer of immediately available funds. 1.4 Agreement Not to Convert. None of the Sellers shall voluntarily convert its Shares into common shares prior to September 26, 2002. 2. REPRESENTATIONS AND WARRANTIES. ------------------------------ 2.1 Sellers' Representations and Warranties. As an inducement to the Company to enter into and perform this Agreement, each of the Sellers, severally and not jointly, represent and warrant the following to the Company. The Sellers acknowledge that the Company is relying on the truth and accuracy of the following representations and warranties in entering into this Agreement. 2.1.1 Ownership of the Shares. Each of Sellers has good title to all of its Shares as set forth on Exhibit A, free and clear of all pledges, warrants, calls, options, rights, commitments, subscriptions, contracts, agreements, understandings, arrangements, voting trusts or agreements, proxies, unpaid taxes, adverse claims and other claims of whatever nature. 2.1.2 Sophistication. Each of Sellers has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the sale of the Shares. 2.1.3 Independent Decision. Each of Sellers or their respective investment managers has made its own investment decision concerning the sale of the Shares and the Purchase Price of the Shares. Each of Sellers has not received, and has not and will not rely on, any representations, opinions or recommendations from the Company (except as expressly provided in this Agreement) concerning the sale of the Shares, the Purchase Price of the Shares or the value of the Shares. 2.1.4 Information. 2.1.4.1 The Company has made available to Sellers the opportunity to ask questions of, and receive answers from, the Company and persons acting on their behalf concerning the terms and conditions of the transactions contemplated by this Agreement and concerning the Company (including its financial condition, results of operations, cash flows, business and prospects), and to obtain from the Company any information readily available. 2.1.4.2 Each of Sellers is assuming responsibility, and is not relying on the Company in any manner whatsoever, to analyze and evaluate any information it has received. Each of Sellers has been furnished, or has obtained, all information it desires to review before agreeing to sell the Shares. Each of the Sellers has consulted with legal counsel concerning the terms and conditions of this Agreement and the transactions described in this Agreement. 2.2 Company's Representations and Warranties. As an inducement to the Sellers to enter into and perform this Agreement, the Company represents and warrants the following to each of the Sellers. The Company acknowledges that the Sellers are relying on the truth and accuracy of the following representations and warranties in entering into this Agreement. 2.2.1 The Company hereby represents and warrants to Sellers that the transactions contemplated by this Agreement have been duly authorized and when consummated will be a valid and binding obligation of the Company and will not violate (i) any court order, decree, agreement or other documents to which the Company is a party, (ii) the Declaration of Trust or Bylaws of the Company; or (iii) any applicable laws. 2.2.2 Public Offering; Sufficient Funds. The Company will use its reasonable best efforts to complete the Public Offering by September 26, 2002 so that it will have sufficient funds thereby to complete the transactions contemplated herein on the Closing Date. 2.2.3 Insolvency. The Company will not be rendered insolvent by reason of the transactions contemplated herein nor will it be left with unreasonably small capital for purposes of operating its business. 2.2.4 Merger Transaction. The Company is not in discussions with a third party regarding a merger or any other transaction of the type described in Section 3(b). 3. TERMINATION OF AGREEMENTS; WAIVER OF RIGHTS. ------------------------------------------- (a) Upon redemption of all of the Shares on the Closing Date, the Purchase Agreement and the rights and obligations therein shall be terminated, and none of the Sellers shall have any rights under that certain Registration Rights Agreement dated as of September 30, 1997. Each of the Sellers hereby waives any rights that it may have to notice of, or to participate in, the Company's Public Offering of Shares and the Company hereby waives any rights that it may have to cause the Sellers to purchase any shares of the Company's common stock as part of or in connection with any public offering of the Company's securities. (b) If the Closing Date has not occurred by September 26, 2002, or if prior to September 26, 2002, the Company is involved in (i) any merger, consolidation, reorganization or other business combination pursuant to which all or a substantial portion of the business of the Company is combined with that of another entity; (ii) the acquisition by a third party of a majority of the voting stock of the Company by way of a tender or exchange offer, negotiated or open market purchase or otherwise; (iii) the acquisition of all or substantially all of the assets of the Company; or (iv) the acquisition of the Company other than through the acquisition of the Company's capital stock, whether effected, in any case, in one transaction or a series of transactions, where the consideration to be paid is in excess of the Purchase Price, then this Agreement shall terminate and be of no further force and effect. 4. MISCELLANEOUS. ------------- 4.1 Survival of Provisions. The representations, warranties and covenants of the parties contained in this Agreement shall survive the consummation of the redemption of the Shares pursuant to this Agreement. 4.2 Governing Law. The laws of the State of New York shall govern this Agreement, its construction, and the determination of any rights, duties or remedies of the parties arising out of or relating to this Agreement. 4.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4.4 Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties to this Agreement with respect to the subject matter of this Agreement. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth in this Agreement. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter, and any such prior agreements or understandings are merged into this Agreement. 4.5 Severability. If any provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity shall have no effect on the other provisions of this Agreement, which shall remain valid, operative and enforceable. 4.6 Assignment. The right to purchase the Shares from the Sellers may not be assigned by the Company to any third party without the Seller's prior written consent. 4.7 Fees and Expenses. The Company agrees to pay the Sellers' reasonable fees and expenses, including the reasonable fees and expenses of the Sellers' counsel (not to exceed $10,000 in total) in connection with the transactions referred to in or contemplated by this Agreement. 4.8 Notices. All notices required or permitted hereunder shall be hand delivered or sent by certified mail, by overnight mail or by recognized overnight courier to the parties at the following addresses: If to the Company: Ramco-Gershenson Properties Trust 27600 Northwestern Highway Suite 200 Southfield, Michigan 48034 Attention: President If to any Seller: c/o Morgan Stanley Realty 1585 Broadway, 37th Floor New York, New York 10036 Attention: Richard Schultz or at any other addresses which the parties may subsequently provide to each other pursuant to the foregoing. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth in the introductory paragraph of this Agreement. THE COMPANY: Ramco-Gershenson Properties Trust By: /s/ Richard J. Smith ------------------------------------------- Its: Chief Financial Officer ------------------------------- SELLERS: The Morgan Stanley Real Estate Special Situations Fund II, L.P. By: MS Real Estate Special Situations, Inc., as Investment Manager By: /s/ Richard Schultz ------------------------------------ Name: Richard Schultz Title: Vice President MS Special Funds Pte. Ltd. By: MS Real Estate Special Situations, Inc., as Investment Manager By: /s/ Richard Schultz ------------------------------------ Name: Richard Schultz Title: Vice President Stichting Pensioenfonds ABP By: Morgan Stanley Investment Management Inc., as Investment Manager By: /s/ Richard Schultz ------------------------------------ Name: Richard Schultz Title: Attorney-in-Fact (signatures continued on next page) (signatures continued from prior page) Stichting Bedrijfspensioenfonds voor de Metaal en Technische Bedrijfstakken By: Morgan Stanley Investment Management Inc., as Investment Manager By: /s/ Richard Schultz ------------------------------------- Name: Richard Schultz Title: Attorney-in-Fact The Morgan Stanley Real Estate Special Situations Fund I, L.P. By: Morgan Stanley Investment Management Inc., as Investment Manager By: /s/ Richard Schultz ------------------------------------- Name: Richard Schultz Title: Attorney-in-Fact Morgan Stanley Real Estate Special Situations Investors, L.P. By: Morgan Stanley Investment Management Inc., as Investment Manager By: /s/ Richard Schultz ------------------------------------- Name: Richard Schultz Title: Attorney-in-Fact MS Real Estate Special Situations, Inc. By: /s/ Richard Schultz ------------------------------------- Name: Richard Schultz Title: Vice President EXHIBIT A OWNERSHIP OF SHARES BY SELLERS Seller No. of Shares - ------ ------------- Stichting Pensioenfonds ABP 240,000 Morgan Stanley Real Estate Special Situations Fund I, L.P. 242,426 Morgan Stanley Real Estate Special Situations Fund II, L.P. 323,232 MS Special Funds Pte. Ltd. 159,999 Stichting Bedriufspensioenfonds voor de Metaal en Technische Bedrijfstakken 159,999 MS Real Estate Special Situations, Inc. 53,722 Morgan Stanley Real Estate Special Situations Investors, L.P. 20,622 --------- Total 1,200,000 EX-8 4 mo636438_e8.txt JOINT FILING AGREEMENT EXHIBIT 8 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Shares of Beneficial Interest, par value $0.01 per share, of Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. Dated: March 19, 2002 MORGAN STANLEY DEAN WITTER & CO. By: /s/ Robert G. Koppenol -------------------------------------------- Robert G. Koppenol Authorized Signatory MORGAN STANLEY INVESTMENT MANAGEMENT INC. By: /s/ Richard A. Schultz -------------------------------------------- Richard A. Schultz Authorized Signatory MS REAL ESTATE SPECIAL SITUATIONS, INC. By: /s/ Richard A. Schultz -------------------------------------------- Richard A. Schultz Vice President -----END PRIVACY-ENHANCED MESSAGE-----