-----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, GdotonuTB4QuptpcTz8lMrR7lRGmz0afrucHH9tG26nh45cdI20OjnKbaKlGJTeO Nr0sIgzcshsHann/Z5l8sA== 0000950103-98-000986.txt : 19981124 0000950103-98-000986.hdr.sgml : 19981124 ACCESSION NUMBER: 0000950103-98-000986 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981123 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 SEC ACT: SEC FILE NUMBER: 005-40582 FILM NUMBER: 98757743 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 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13D 1 SCHEDULE 13D ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Ramco-Gershenson Properties Trust (Name of Issuer) Common Shares of Beneficial Interest, par value $.01 per share (Title of Class of Securities) ------------ 75145220 (CUSIP Number) Bruce Bromberg Morgan Stanley Dean Witter & Co. 1585 Broadway New York, New York 10036 (212) 761-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 13, 1998 (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: [x] ============================================================================== SCHEDULE 13D CUSIP No. 75145220 Page 2 of 10 Pages - ----------------------- ------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Dean Witter & Co. IRS #39-314-5972 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 76,746 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 1,645,039 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 76,746 10 SHARED DISPOSITIVE POWER 1,645,039 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,721,785 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.5 14 TYPE OF REPORTING PERSON* IA, CO, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 SCHEDULE 13D CUSIP No. 75145220 Page 3 of 10 Pages - ----------------------- ------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Asset Management Inc. IRS # 13-304-0307 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 1,645,039 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,645,039 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,645,039 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.8 14 TYPE OF REPORTING PERSON* IA, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 SCHEDULE 13D CUSIP No. 75145220 Page 5 of 10 Pages - -------------------- ------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Morgan Stanley Real Estate Special Situations Fund II, L.P. IRS # 13-3962643 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 461,760 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 461,760 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 461,760 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 Item 1. Security and Issuer. The class of equity securities to which this statement relates is the common shares of beneficial interest, $.01 par value per share (the "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 27,600 Northwestern Highway, Southfield, Michigan. Item 2. Identity and Background. This statement is being filed by (i) Morgan Stanley Dean Witter & Co., a Delaware corporation ("MSDW") and an investment adviser registered with the Securities and Exchange Commission with offices at 1585 Broadway, New York, New York 10036, (ii) Morgan Stanley Asset Management Inc., a Delaware corporation ("MSAM") and an investment adviser registered with the Securities and Exchange Commission with offices at 1221 Avenue of the Americas, New York, New York 10020, and (iii) The Morgan Stanley Real Estate Special Situations Fund II, L.P. ("MSRESSF II"), a Delaware limited partnership with its office at 1221 Avenue of the Americas, New York, New York 10020, the general partner of which is MS Real Estate Special Situations GP Inc., a wholly-owned subsidiary of MSDW. During the last five years, none of MSDW, MSAM and MSRESSF II have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 3. Source and Amount of Funds or Other Consideration. The funds used to acquire the Series A Convertible Preferred Shares of Beneficial Interest (the "Preferred Shares") were contributed by the clients referred to in Item 5 below and MS Real Estate Special Situations Inc. ("MSRESSI"), the wholly-owned subsidiary through which MSDW owns Preferred Shares (collectively, the "Investors"). The funds used to acquire the Common Shares were obtained from the working capital of certain registered investment companies and other persons (the "Core Accounts") for which MSAM serves as investment adviser. The amounts of the consideration for the acquisitions are set forth in Item 5. MSAM has not contributed its own assets in connection with the purchases described herein. MSAM is an investment adviser to MSRESSF II and the other clients referred to in Item 5 below. Item 4. Purpose of Transaction. MSAN acquired Preferred Shares on behalf of the Investors for investment purposes. MSAM, on behalf of the Investors, intends to continue to consider various alternative courses of action and will in the future take such actions with respect to the equity ownership in the Issuer as MSAM deems appropriate in light of the circumstances existing from time to time. Such actions may include making recommendations to management concerning various business strategies, acquisitions, dividend policies and other matters, pursuing a transaction or transactions involving a change in control of the Issuer or such other actions as it may deem appropriate. Such actions may involve the conversion of the Preferred Shares into Common Shares or the sale of all or a portion of the Preferred Shares or such Common Shares beneficially owned by the Investors in the open market or in privately negotiated transactions to one or more purchasers. MSAM acquired Common Shares on behalf of the Core Accounts for investment purposes. Item 5. Interest in Securities of the Issuer. (a)-(b) Incorporated by reference to items (7) - (11) and (13) of the cover pages. Information regarding the percentage of Common Shares is based on 7,123,638 Common Shares outstanding as of September 30, 1998, which number was reported by the Issuer on its Form 10-Q for the period ending September 30, 1998. (c) Pursuant to the Preferred Units and Stock Purchase Agreement, dated September 30, 1997 (the "Purchase Agreement"), a copy of which is incorporated by reference herein as Exhibit 1, Stichting Bedrijspensioenfonds Voor de Metaalnijverheid, Stichting Pensionfunds ABP, MS Special Funds Pte Ltd*, The Morgan Stanley Real Estate Special Situations Fund I, L.P., Morgan Stanley Real Estate Special Situations Investors, L.P.*, MSRESSF II (the "Clients") and MSRESSI acquired on December 31, 1997, September 9, 1998 and November 13, 1998 at a purchase price of $25 per share, the number of Preferred Shares set forth below: Buyer Number of Preferred Shares Aggregate Purchase Price - ------- -------------------------- ------------------------ MSRESSI 12/31/97 17,907 $ 447,675 9/9/98 15,349 383,725 11/13/98 20,466 511,650 MSRESSF II 12/31/97** 107,744 2,693,600 9/9/98 92,352 2,308,800 11/13/98 123,136 3,078,400 Other Clients 12/31/97 274,349 6,858,725 9/9/98 235,156 5,878,900 11/13/98 313,541 7,838,525 * MSRESSI assigned certain of its rights under the Purchase Agreement to (i) Morgan Stanley Real Estate Special Situations Investors, L.P. as of September 30, 1997 and (ii) MS Special Funds Pte Ltd. on March 4, 1998. ** MSRESSF II acquired these Preferred Shares pursuant to the Buyer/Colorado Agreement, dated September 30, 1997, a copy of which is incorporated by reference herein as Exhibit 2. Pursuant to the Articles Supplementary (the "Articles Supplementary") Classifying 1,400,000 Preferred Shares of Beneficial Interest as Series A Convertible Preferred Shares of Beneficial Interest, a copy of which is incorporated by reference herein as Exhibit 3, each Preferred Share is convertible into 1.4286 Common Shares. Pursuant to separate investment management agreements between MSAM and each of the Clients, MSAM has been granted voting and dispositive power with respect to the Preferred Shares, and any securities into which the Preferred Shares may be converted, held by each Client. MSDW, through MSRESSI, its wholly-owned subsidiary, exercises sole voting and dispositive power with respect to the Preferred Shares, and any securities into which the Preferred Shares may be converted, acquired by MSRESSI. MSDW, through MSAM, its wholly-owned subsidiary, exercises voting and dispositive power with respect to the Preferred Shares, and any securities into which they may be converted, acquired by MSRESSF II and the other Clients. MSAM acquired on behalf of the Core Accounts (i) 7,200 Common Shares at an average price of $17.44 on March 26, 1997 and (ii) 300 Common Shares at an average price of $18.94 on July 8, 1998. Except as disclosed herein, none of MSDW, MSRESSI, MSAM, MSRESSF II nor the Core Accounts has effected any transactions in Preferred Shares or Common Shares during the preceding 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to the Articles Supplementary, holders of Preferred Shares are entitled to vote on an "as converted" basis with holders of the Common Shares, as though part of the same class of Common Shares. In addition, the approval of holders of 51% of the outstanding Preferred Shares is required for certain change of control transactions, asset sales, acquisitions, changes in business plan and stock issuances. Pursuant to a Registration Rights Agreement, dated September 30, 1997 (the "Registration Rights Agreement"), a copy of which is incorporated by reference herein as Exhibit 4, MSAM, on behalf of the Investors, may require, (i) in the case of Common Shares and certain other securities of the Issuer, not before the earlier of the first anniversary of a widely distributed offering of Common Shares satisfying certain conditions (a "Qualifying Offering") and September 30, 1999 and (ii) in the case of Preferred Shares, not before September 30, 1999, the Issuer to offer to include such securities held by the Investors in a shelf registration statement and, subject to certain conditions, to effect registration of such securities under the Securities Act of 1933. MSAM, on behalf of the Investors may also demand, (i) in the case of Common Shares and certain other securities of the Issuer, not before the earlier of the first anniversary of a Qualifying Offering and September 30, 1999 and (ii) in the case of Preferred Shares, not before September 30, 1999, that the Issuer file a non-shelf registration statement with respect to securities of the Issuer with aggregate expected offering price of greater than $5,000,000 or more. Prior to September 30, 2007, subject to certain conditions, Common Shares held by the Investors may be included in a registration of Common Shares when the Issuer proposes to register Common Shares or the shares of other holders of Common Shares. Also pursuant to the Registration Rights Agreement, the Investors, until the earlier of the first date upon which the Investors own less than 15% of the Common Shares, calculated on a fully diluted basis, and September 30, 2007, shall have the right not before the earlier of the first anniversary of a Qualifying Offering and September 30, 1999 to include certain Common Shares held by the Investors in certain sales of Common Shares by the Issuer in connection with certain significant corporate transactions. Except for the investment management agreements entered into by each of MSRESSF II and the other Clients, each of which grants voting and dispositive power over the Preferred Shares, and any securities into which they may be converted, to MSAM, there exist no contracts arrangements, understandings or relations (legal or otherwise) between the Investors and other persons with respect to finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit 1: Preferred Units and Stock Purchase Agreement by and among Ramco-Gershenson Properties, L.P., the Issuer, the advancing parties named therein and Special Situations RG REIT, Inc. dated as of September 30, 1997 (incorporated by reference to Exhibit 10.1 of the Issuer's filing of Form 10-Q for the period ending September 30, 1997). Exhibit 2: Buyer/Colorado Sharing Agreement between Special Situations RG REIT, Inc. and MSRESSF II dated as of September 30, 1997. Exhibit 3: Articles Supplementary Classifying 1,400,000 Preferred Shares of Beneficial Interest as Series A Convertible Preferred Shares of Beneficial Interest (incorporated by reference to Annex A of the Issuer's Schedule 14A filed on October 21, 1997). Exhibit 4: Registration Rights Agreement dated as of September 30, 1997 by and among the Issuer, Special Situations RG REIT, Inc., and the advancing parties named therein dated as of September 30, 1997 (incorporated by reference to Exhibit 10.3 of the Issuer's filing on Form 10-Q for the period ending September 30, 1997). Exhibit 5: Joint Filing Agreement, dated November 23, 1998 among MSDW, MSAM and MSRESSF II. Exhibit 6: Secretary's Certificate authorizing Bruce Bromberg to sign on behalf of MSDW. 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. Date: November 23, 1998 By: /s/ Bruce Bromberg ------------------------------------- Name: Bruce Bromberg Authorized Signatory EXHIBIT INDEX Exhibit No. Description ----------- ------------------------------------------------------- 1 Preferred Units and Stock Purchase Agreement by and among Ramco-Gershenson Properties, L.P., the Issuer, the advancing parties named therein and Special Situations RG REIT, Inc. dated as of September 30, 1997 (incorporated by reference to Exhibit 10.1 of the Issuer's filing of Form 10-Q for the period ending September 30, 1997). 2 Buyer/Colorado Sharing Agreement between Special Situations RG REIT, Inc. and MSRESSF II L.P. dated as of September 30, 1997). 3 Articles Supplementary Classifying 1,400,000 Preferred Shares of Beneficial Interest as Series A Convertible Preferred Shares of Beneficial Interest (incorporated by reference to Annex A of the Issuer's Schedule 14A filed on October 21, 1997). 4 Registration Rights Agreement dated as of September 30, 1997 by and among the Issuer, Special Situations RG REIT, Inc., and the advancing parties named therein dated as of September 30, 1997 (incorporated by reference to Exhibit 10.3 of the Issuer's filing on Form 10-Q for the period ending September 30, 1997). 5 Joint Filing Agreement, dated November 23, 1998 among MSDW, MSAM and MSRESSF II. 6 Secretary's Certificate authorizing Bruce Bromberg to sign on behalf of MSDW. EX-99.2 2 BUYER/COLORADO SHARING AGREEMENT between SPECIAL SITUATIONS RG REIT, INC., "Buyer" and THE MORGAN STANLEY REAL ESTATE SPECIAL SITUATIONS FUND II, L.P., "Colorado" ------------------------------------ regarding a certain Preferred Units and Stock Purchase Agreement by and among SPECIAL SITUATIONS RG REIT, INC., the ADVANCING PARTY (as defined therein), RAMCO-GERSHENSON PROPERTIES TRUST and RAMCO-GERSHENSON PROPERTIES, L.P. BUYER/COLORADO SHARING AGREEMENT BUYER/COLORADO SHARING AGREEMENT, dated as of September 30, by and between SPECIAL SITUATIONS RG REIT, INC. ("Buyer"), and THE MORGAN STANLEY REAL ESTATE SPECIAL SITUATIONS FUND II, L.P. ("Colorado"). RECITALS: WHEREAS, Buyer is a party to a Preferred Units and Stock Purchase Agreement dated as of even date herewith (the "Stock Purchase Agreement"), with the Advancing Party, as defined therein, Ramco-Gershenson Properties Trust (the "Company") and Ramco-Gershenson Properties, L.P. (the "Operating Partnership"), relating, inter alia, to the purchase of up to an aggregate of 1,200,000 shares of a newly authorized series of convertible preferred stock of the Company (the "Purchased Shares"), and, to the extent that the Company is unable to issue such Company Preferred Stock, up to an aggregate of 1,200,000 preferred units of the Operating Partnership (the "Purchased Units"), in each case at a price of $25.00 per share of Purchased Share or per Purchased Unit, as the case may be; and WHEREAS, Colorado desires to purchase Purchased Units subject to the terms and conditions hereof. NOW, THEREFORE, in consideration of the premises and covenants contained herein, Colorado and Buyer hereby each agree as follows: 1. Definitions. Unless separately defined herein, all capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement. 2. Purchase of Participation. At any Units Purchase, Buyer agrees to sell and Colorado agrees to purchase, on the terms and conditions in this Agreement, an economic contract right as established herein which is to reflect the distributable cash, refinancing proceeds and sales proceeds, if any, measured and determined by an undivided participation interest (the "Investment Contract Interest") in 14.417% (the "Colorado Percentage") of the Purchased Units. The consideration payable hereunder by Colorado shall be equal to one hundred percent (100%) of the purchase price paid by Buyer for the Purchased Units ($4,325,100). 3. Termination Date. Colorado's Investment Contract Interest in the Purchased Units shall be irrevocable and unconditional, subject to the terms and conditions of the Stock Purchase Agreement and the Buyer Reorganization Agreement. 4. Dividends. The Buyer shall pay to Colorado the Colorado Percentage of all dividends, distributions and other payments hereafter received by Buyer in respect of the Purchased Units from the Operating Partnership after deducting therefrom expenses and any such reasonable reserves as Buyer may determine promptly after receipt thereof. 5. Colorado's Purchase Obligations. Subject to the terms and conditions of that certain letter dated March 31, 1997 between Colorado and Morgan Stanley Asset Management Inc. (the "IMA Letter") and that Amended and Restated Agreement of Limited Partnership of Colorado dated as of March 31, 1997 (the "Colorado Partnership Agreement"), Buyer will give Colorado notice of Colorado's Investment Contract Interest of the purchase price for any Purchased Units which the Company requires the Buyer to purchase at a Closing, pursuant Section 2.4 of the Stock Purchase Agreement (followed by telex or facsimile confirmation thereof). Colorado will remit to Buyer, on the date specified therefor in such notice, the dollar amount of Colorado's Investment Contract Interest in any such purchase as specified by Buyer in the foregoing notice. 6. Sharing Provisions. Subject to the IMA Letter and the Partnership Agreement to the extent inconsistent herewith, all collections received in respect of the Purchased Units, or any portion thereof, by the Buyer or Colorado shall be divided between Buyer and Colorado on the basis of Colorado Percentage. All amounts received by Colorado in respect of the Purchased Units other than pursuant to this Agreement shall be remitted to Buyer less Colorado Percentage therein. If any party hereto shall, at any time, receive a dividend, distribution or other payment on account of all or part of its pro rata share in the Purchased Units, in a greater proportion than the payments made on account of the interest of the other party hereto, such party receiving such greater proportionate interest shall promptly make payment in cash, to the other party hereto, such amount in excess of its pro rata share. If any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. 7. No Assignment or Subparticipation. Subject to the IMA Letter and the Partnership Agreement to the extent inconsistent herewith, the Investment Contract Interest in the Purchased Units, or any portion thereof, may not be further participated or transferred in whole or in part without the prior written consent of Buyer, which consent shall not be unreasonably withheld, and Colorado represents that it is purchasing the Investment Contract Interest for its own account and not with a view to further distribution thereof. Colorado acknowledges that Buyer may sell participations or other interests in the Purchased Units to others. 8. Colorado's Acknowledgments. Colorado hereby acknowledges receipt of copies of the Stock Purchase Agreement and related documents and acknowledges its understanding and acceptance of the terms thereof. Unless prohibited from doing so under the Stock Purchase Agreement, or by law, Buyer shall provide Colorado, promptly after receipt thereof, copies of all information regarding the operations, business, affairs and financial condition of and the Operating Partnership including, without limitation, each report or statement of the Operating Partnership, and all other notices delivered pursuant to the Stock Purchase Agreement. 9. Control by Buyer. (a) Subject to the IMA Letter and the Partnership Agreement to the extent inconsistent herewith, Buyer shall have the sole right to collect all dividends, distributions and/or other amounts due in respect of the Purchased Units and the Stock Purchase Agreement pursuant to the terms and conditions thereof, together with all proceeds arising from any remedial action taken with respect to the Purchased Units and the Stock Purchase Agreement, as well as exercise all rights of Colorado as a holder of Purchased Units, including, without limitation, the giving of any notices as to the redemption thereof. (b) Subject to the IMA Letter and the Partnership Agreement to the extent inconsistent herewith, if, at any time, the Operating Partnership requests the consent of Buyer, Buyer may consent on behalf of Buyer and Colorado whether or not Buyer has received the prior approval of Colorado. 10. Exchange Upon Buyer Reorganization. Upon the occurrence of the Buyer Reorganization, the Investment Contract Interest shall, without any further action on the part of Colorado or Buyer, be deemed to be contributed to the Maryland Trust by Colorado and in return Colorado will receive from the Maryland Trust a number of shares of Company Preferred Stock equal to the number of Purchased Units of the Operating Partnership in which Colorado has a full participation pursuant to this Agreement. 11. Notices. Subject to the IMA Letter and the Partnership Agreement to the extent inconsistent herewith, and unless otherwise directed by either party hereto to whom any notice is to be given, all notices to Buyer and to Colorado shall be transmitted to the addresses set forth on the signature page hereof. Buyer will provide Colorado, promptly after the execution thereof, with any material amendment or modification of the Stock Purchase Agreement or any (a) notice from the Operating Partnership of the occurrence of any event which constitutes a breach under the Stock Purchase Agreement, or (b) notice from the Operating Partnership of any action, suit or proceeding known to the Operating Partnership at law or in equity or by or before any governmental instrumentality or other agency which, if adversely determined, would materially impair the right of the Operating Partnership to carry out its obligations under the Stock Purchase Agreement or any of the instruments delivered thereunder or would materially affect its assets or financial condition. Failure of Buyer to provide any such notice referred to in the foregoing sentence shall not result in any liability to Buyer unless such failure occurs in the time between a request for consent hereunder by Buyer and the time such a request is granted or denied by Colorado. 12. Waiver. Subject to the IMA Letter and the Partnership Agreement to the extent inconsistent herewith, Colorado will not have, and will not assert or seek to exercise, any right of legal redress against or the Operating Partnership or any other person having any obligation with respect to the Stock Purchase Agreement, any other related documents, or Colorado's Investment Contract Interest. Subject to the limitations in the Agreement, Colorado agrees that Buyer may take legal action to enforce or protect Colorado's and/or Buyer's interest with respect to the Stock Purchase Agreement, the transactions contemplated thereby, or pursuant to any agreement contemplated therein, and any other related documents. Nothing in this Section 13 shall waive any right Colorado may have under this Agreement. 13. Representations. Colorado hereby represents and warrants to Buyer that (i) Colorado is a limited partnership organized under the laws of Delaware; (ii) Colorado will perform its obligations hereunder for its own account in the ordinary course of business; (iii) the making and performance by Colorado of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of Colorado; and (iv) the obligation of Colorado under this Agreement is the legal, valid and binding obligation of Colorado, enforceable against Colorado in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether enforceability is sought in a proceeding in equity or at law). 14. Colorado Tax Representations. Colorado represents that it is entitled to receive any payments to be made to it by Buyer hereunder without the withholding of any tax and will furnish to Buyer such certifications, statements and other documents as are necessary or appropriate to evidence Colorado's exemption from the withholding of any tax imposed by any jurisdiction or to enable Buyer to comply with any applicable laws or regulations relating thereto. 15. Confidentiality; Limited Disclosure. Except as may be required by law or by any competent regulatory or administrative body or any representative thereof, Colorado will not without the prior written consent of Buyer, other than to Colorado's legal counsel, accountants and subparticipant, each such subparticipant as approved by Buyer, disclose (i) any terms of this Agreement to the Operating Partnership or any other person or entity or (ii) the existence of this Agreement to any person or entity other than the Operating Partnership. 16. Entire Agreement. Subject to the IMA Letter and the Partnership Agreement, this Agreement sets forth the entire agreement between Colorado and Buyer and may not be supplemented or altered except in a written agreement signed by Buyer and Colorado. In the absence of manifest error, all determinations made by Buyer in good faith hereunder or relating to the Stock Purchase Agreement shall be conclusive and binding on Colorado. If any provision hereof would be invalid under applicable law, such provision shall be deemed to be modified to the extent necessary to render it valid while most nearly preserving its original intent; no provision hereof shall be affected by another provision's being held invalid. 17. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of New York. Any legal action or proceeding arising out of or relating to this Agreement may be brought in the courts of New York, the courts of the United States located in the City of New York and Colorado hereby irrevocably submits to the jurisdiction of each of such courts in any action or proceeding. Colorado hereby irrevocably consents to service of process in any said action or proceeding in any of such courts by the mailing or copies thereof, postage prepaid, to Colorado at Colorado's address set forth under Colorado's name on the signature page hereto, such service to become effective ten (10) days after such mailing. Colorado hereby waives, in relation to any such action or proceeding, any sovereign immunity or other immunity to suit or to execution or attachment (whether before or after judgment) to which Colorado or any of Colorado's property may be or become entitled. 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which is an original document, but all of which, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the date and year set opposite the signatures herein. SPECIAL SITUATIONS RG REIT, INC. By: /s/ Ted Bigman ------------------------------------------- Name: Ted Bigman Title: Vice President Address: c/o Morgan Stanley Asset Management Inc. 1221 Avenue of the Americas New York, New York 10020 THE MORGAN STANLEY REAL ESTATE SPECIAL SITUATIONS FUND II, L.P. By: /s/ Ted Bigman ------------------------------------------- Name: Ted Bigman Title: Vice President Address: c/o Morgan Stanley Asset Management Inc. 1221 Avenue of the Americas Date: September 30, 1997 New York, New York 10020 EX-5 3 EXHIBIT 5 TO SCHEDULE 13D NOVEMBER 23, 1998 MORGAN STANLEY DEAN WITTER & CO., MORGAN STANLEY ASSET MANAGEMENT INC., and THE MORGAN STANLEY REAL ESTATE SPECIAL SITUATIONS FUND II L.P. hereby agree that, unless differentiated, this Schedule 13D is filed on behalf of each of the parties. MORGAN STANLEY ASSET MANAGEMENT INC. BY: /s/ Don Ryan ------------------------- Name: Don Ryan Title: Vice President MORGAN STANLEY DEAN WITTER & CO. BY: /s/ Don Ryan ------------------------- Name: Don Ryan Authorized Signatory THE MORGAN STANLEY REAL ESTATE SPECIAL SITUATIONS FUND II L.P. By Morgan Stanley Real Estate Special Situations GP BY: /s/ Ted Bigman ------------------------- Name: Ted Bigman Title: Principal EX-99.6 4 EXHIBIT 6 MORGAN STANLEY, DEAN WITTER, DISCOVER & CO. SECRETARY'S CERTIFICATE I, Charlene R. Herzer, a duly elected and acting Assistant Secretary of Morgan Stanley Dean Witter, Discover & Co., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), certify that as approved by a Unanimous Consent of Directors in Lieu of a Meeting dated as of May 31, 1997, the following persons are each authorized to sign reports to be filed under Sections 13 and 16 of the Securities Exchange Act of 1934 on behalf of the Corporation, and such authorizations are in full force and effect as of this date: Stuart J.M. Breslow Robert G. Koppenol Bruce Bromberg Robin Sherak IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal of the Corporation as of the 3rd day of June, 1997. /s/ Charlene R. Herzer ------------------------ Charlene R. Herzer Assistant Secretaty -----END PRIVACY-ENHANCED MESSAGE-----