sc 13d/a
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(Rule 13d-102)
INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)*
Ramco-Gershenson Properties Trust
(Name of Issuer)
Common Shares of Beneficial Interest, Par Value $0.01 Per Share
(Title of Class of Securities)
751452202
(CUSIP number)
Arthur L. Gallagher
Executive Vice President, General Counsel and Corporate Secretary
Equity One, Inc.
1600 Northeast Miami Gardens Drive
North Miami Beach, Florida 33179
(305) 947-1664
(Name, address and telephone number of person
authorized to receive notices and communications)
April 9, 2009
(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
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on 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 (Act) 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).
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CUSIP No. |
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751452202 |
13D/A |
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NAMES OF REPORTING PERSONS
Equity One, Inc. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Maryland
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,790,000 |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,790,000 |
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WITH |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,790,000 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.57%(1) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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(1) Based on a total of 18,698,476 common shares of beneficial interest, par value
$0.01 per share, outstanding as of March 9, 2009, as disclosed in the
Issuers Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 11, 2009.
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CUSIP No. |
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751452202 |
13D/A |
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This Amendment No. 2 amends and supplements the Schedule 13D filed on March 5, 2009 by the
Reporting Person, as amended by Amendment No. 1 filed on March 30, 2009 (the Schedule
13D) with respect to the shares of beneficial interest, par value $0.01 per share (the
Common Shares), of Ramco-Gershenson Properties Trust, a real estate investment trust
organized under the laws of the state of Maryland (the Issuer). Capitalized terms used
herein but not defined shall have the meanings ascribed thereto in the Schedule 13D. This
Amendment No. 2 is being filed to amend and supplement Items 4 and 7 of the Schedule 13D. Except
as herein amended or supplemented, all other information in the Schedule 13D is as set forth
therein.
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Item 4. |
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Purpose of Transaction. |
The information set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by
adding the following:
On April 9, 2009, the Reporting Person delivered a notice of nomination to the Issuer in
accordance with the procedures set forth in Article II, Section 13(a) of the Issuers Bylaws,
proposing to nominate David J. Nettina and Matthew L. Ostrower for election as Class III trustees
of the Issuer at the Issuers 2009 annual meeting of shareholders (including any adjournments or
postponements thereof or any special meeting that may be called in lieu thereof). A copy of the
notice is filed hereto as Exhibit B to the Schedule 13D and is incorporated by reference into this
Item 4 as if set out herein in full.
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Item 7. |
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Material to be Filed as Exhibits. |
The information set forth in Item 7 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
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Exhibit A
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Press Release of Equity One, Inc., dated March 26, 2009
(including letter from Equity One, Inc. to Dennis E. Gershenson,
dated March 27, 2009) (filed on March 30, 2009 as an Exhibit to
the Reporting Persons Amendment No. 1 to the Statement on
Schedule 13D, and incorporated by reference herein) |
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Exhibit B
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Notice of Nomination from Equity One, Inc. to Ramco-Gershenson
Properties Trust, dated April 9, 2009 |
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CUSIP No. |
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751452202 |
13D/A |
Page |
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
EXECUTED as of this 9th day of April, 2009.
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By: |
/s/ Arthur L. Gallagher
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Arthur L. Gallagher |
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Executive Vice President, General Counsel
and Corporate Secretary |
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Exhibit B
April 9, 2009
VIA HAND DELIVERY,
FACSIMILE (248-350-9925) and
FEDERAL EXPRESS
Ramco-Gershenson Properties Trust
31500 Northwestern Highway, Suite 300
Farmington Hills, MI 48334
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Attention: |
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Richard J. Smith, Chief Financial Officer and Secretary
and the Board of Trustees |
Dear Mr. Smith and Members of the Board:
As we have disclosed previously, Equity One, Inc. (Equity One or we) owns
1,790,000 common shares of beneficial interest in Ramco-Gershenson Properties Trust
(Ramco-Gershenson). We are writing you today to notify you of our intent to nominate
David J. Nettina and Matthew L. Ostrower for election as Class III trustees on Ramco-Gershensons
Board of Trustees (the Board) at Ramco-Gershensons 2009 annual meeting of shareholders
(including any adjournments or postponements thereof or any special meeting that may be called in
lieu thereof) (the Annual Meeting). This notice is being sent pursuant to Article II,
Section 13(a) of Ramco-Gershensons Bylaws (the Bylaws).
We understand that the Board is composed of seven trustees, staggered into three classes, and
that two Class III trustees are to be elected at the Annual Meeting to serve a three-year term
expiring at the 2012 annual meeting of shareholders. Pursuant to Article II, Section 13(a) of the
Bylaws and the proxy statement of Ramco-Gershenson released to shareholders on or about May 5,
2008, Equity One hereby notifies Ramco-Gershenson that we intend to appear in person or by proxy to
nominate (and do hereby nominate) the following persons for election as Class III trustees at the
Annual Meeting:
David J. Nettina
Matthew L. Ostrower
Annex A hereto sets forth certain additional information concerning each such nominee that is
required to be included in this notice pursuant to Article II, Section 13(a) of the Bylaws,
including copies of each nominees consent to being named in the proxy statement as a nominee and
to serving as a trustee if elected. Equity One believes each of the nominees qualifies as
independent under NYSE listing standards for trustee independence. In addition, Equity One
believes the nominees are independent under the heightened independence standards applicable to
audit committee members under NYSE and SEC rules. There are no family relationships (as defined in
Section 401(d) of Regulation S-K) between Mr. Nettina, Mr. Ostrower and any trustee or executive
officer of Ramco-Gershenson or, to Mr. Nettinas or Mr. Ostrowers knowledge, any other person
nominated or chosen by Ramco-Gershenson to become a director or executive officer.
Neither Mr. Nettina nor Mr. Ostrower have any affiliation with, or material interest in,
Ramco-Gershenson or any transaction involving Ramco-Gershenson or any affiliation with, or material
interest in, any person or entity having an interest materially adverse to Ramco-Gershenson.
Neither Mr. Nettina nor Mr. Ostrower will receive any compensation from Equity One for his service
as a trustee of Ramco-Gershenson if elected. If elected, Mr. Nettina
and Mr. Ostrower will each be entitled to such compensation, indemnification and other
benefits from Ramco-Gershenson, on substantially the same terms, as is provided to all other
non-employee trustees. In this regard, we respectfully request that you provide us, for the
benefit of our nominees, with copies of any and all agreements relating to the indemnification of
trustees, including the directors and officers liability insurance policy issued by Aon Risk
Services, Inc. or other similar insurance company and any other such policies or agreements.
Mr. Nettina and Mr. Ostrower have each entered into a nomination agreement with Equity One
pursuant to which we have agreed to reimburse each of them for his reasonable expenses incurred in
his capacity as trustee nominee. We have also agreed, on the terms and subject to the conditions
of the nomination agreements, to indemnify, defend and hold each of them harmless from and against
any and all losses, claims, damages, liabilities, judgments, costs, and expenses to which he may
become subject or which he may incur in connection with being made, or threatened with being made,
a party or witness (or in any other capacity) to any proceeding at law or in equity or before any
governmental agency or board or any other body whatsoever, arising out of or based upon his being a
nominee or a participant in a solicitation (as defined in Instruction 3 to Item 4 of Schedule 14A
(Rule 14a-101) promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the
Exchange Act)).
If any further information is required concerning either of our nominees, please do not
hesitate to contact us.
Equity One represents that it is the record owner of 100 common shares of beneficial interest
of Ramco-Gershenson and the beneficial owner of 1,789,900 common shares of beneficial interest,
entitled to vote at the Annual Meeting. Equity Ones address, as it appears on the books of
Ramco-Gershenson, is Equity One, Inc., 1600 Northeast Miami Gardens Drive, North Miami Beach, FL
33179.
The information included in this notice and in the annex attached hereto represents our best
knowledge as of the date hereof. We reserve the right, in the event such information shall be or
become inaccurate, to provide corrective information to Ramco-Gershenson as soon as reasonably
practicable, although we do not commit to update any information which may change from and after
the date hereof. If this notice shall be deemed for any reason by a court of competent jurisdiction
to be ineffective with respect to the nomination of Mr. Nettina and/or Mr. Ostrower at the Annual
Meeting, or if either or both of them shall be unable to stand for election for any reason, this
notice shall continue to be effective with respect to any replacement nominee or nominees selected
by us.
Please be advised that neither the delivery of this notice nor the delivery of additional
information, if any, provided by or on behalf of Equity One to Ramco-Gershenson from and after the
date hereof shall be deemed to constitute an admission by Equity One as to the validity of any
aspect of the requirements set forth in the Bylaws or any other requirements that Ramco-Gershenson
may impose on the nomination, Annual Meeting or voting process.
If Ramco-Gershenson contends that this notice is incomplete or is otherwise deficient in any
respect, please notify us in writing immediately, attention Arthur L. Gallagher, Equity One, Inc.,
Facsimile: (305) 468-6225, with a copy to Gilbert G. Menna, Goodwin Procter LLP, Facsimile: (617)
570-1231, and in any event, in such timely manner as will provide us with reasonably sufficient
time to address any alleged deficiencies and redeliver this notice to you by the close of business
on April 10, 2009.
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Very truly yours,
Equity One, Inc.
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By: |
/s/ Arthur L. Gallagher
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Name: |
Arthur L. Gallagher |
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Title: |
Executive Vice President, General Counsel and
Corporate Secretary |
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Annex A-1
David J. Nettina, Age 56
Business Address
9520 Berger Road, Suite 212
Columbia, MD 21046
Business Experience and Directorships
Mr. Nettina was a senior executive with American Financial Realty Trust, a publicly-traded real
estate investment trust, from March 2005 to April 2008, serving most recently as its president and
chief financial officer where he managed the strategic alternative process that ultimately led to a
successful sale of the company to Gramercy Capital Corp. in a deteriorating market in April 2008.
From September 2002 to January 2005, Mr. Nettina served as an adjunct professor of finance at Siena
College. From 1997 to 2001, Mr. Nettina was an executive officer, most recently the president and
chief operating officer, of SL Green Realty Corp., a publicly-traded real estate investment trust,
which owns and operates a portfolio of office properties in New York City. Prior to SL Green, Mr.
Nettina held various executive management positions for more than 10 years with The Pyramid
Companies, including positions as the chief financial officer and as a development partner. Mr.
Nettina is currently the president and co-chief executive officer of Career Management, LLC, an
emerging technology company, and is a principal of Briarwood Capital Group, LLC, which he founded
in July 2001 to manage his family investment activities. Mr. Nettina received a B.S. in 1974 and a
Masters of Business Administration in 1976 from Canisius College. He is also a member of the
National Association of Corporate Directors.
Mr. Nettina has never served on the Board or otherwise been employed by Ramco-Gershenson.
Compensation
During the fiscal year 2008, neither Mr. Nettina nor any of his associates (as such term is
defined in Rule 14a-1(a) promulgated under the Exchange Act) (i) received any cash compensation,
cash bonuses, deferred compensation, compensation pursuant to plans, or other compensation from, or
related to, services rendered on behalf of Ramco-Gershenson or its subsidiaries, or (ii) was
subject to any arrangement described in Item 402 of Regulation S-K.
Securities Ownership and Transactions
As of the date hereof, Mr. Nettina (i) does not, nor does any of his associates, own
beneficially, directly or indirectly, shares of common stock or other securities of
Ramco-Gershenson, (ii) does not own beneficially, directly or indirectly, any securities of any
parent or subsidiary of Ramco-Gershenson, (iii) does not own of record but not beneficially any
shares of common stock or other securities of Ramco-Gershenson, (iv) has not purchased or sold any
securities of Ramco-Gershenson within the past two years and (v) is not, and was not within the
past year, a party to any contract, arrangements, or understandings with any person with respect to
any securities of Ramco-Gershenson.
Legal Proceedings
Mr. Nettina (i) has not, during the past five years, been involved in any of the legal proceedings
described in Item 401(f) of Regulation S-K, (ii) has not been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) during the past 10 years and (iii) is not a
party adverse to Ramco-Gershenson or any of its subsidiaries and does not have material interest
adverse to Ramco-Gershenson or any of its subsidiaries in any material proceedings.
Nominee Consent
See attached Acknowledgement and Consent.
Other Information
Except as disclosed in this notice, there are no arrangements or understandings between Mr. Nettina
and any other party pursuant to which he was or is to be selected as a trustee or nominee to the
Board. Except as disclosed in this
notice, Mr. Nettina does not have any substantial interest, direct or indirect, by security
holdings or otherwise, in any matter expected to be acted upon at the Annual Meeting. Except as
disclosed in this notice, neither Mr. Nettina nor any of his associates (i) had or will have, nor
did or will any of his immediate family members (as defined in 404(a) of Regulation S-K)
have, a direct or indirect material interest in any transaction, since January 1, 2008, or
any currently proposed transaction, in which Ramco-Gershenson was or is to be a participant and the
amount involved exceeds $120,000 or (ii) has any arrangement or understanding with any person with
respect to any future employment by Ramco-Gershenson or its affiliates, or with respect to any
future transactions to which Ramco-Gershenson or any of its affiliates will or may be a party.
ACKNOWLEDGMENT AND CONSENT
I, David J. Nettina, am supplying the above information at the request of Equity One, Inc. for use
in connection with the notice that it intends to send to Ramco-Gershenson Properties Trust, a
Maryland real estate investment trust (Ramco-Gershenson), proposing certain Class III trustee
nominees for election at Ramco-Gershensons 2009 annual meeting of shareholders, and in connection
with any proxy statement and other proxy and related materials to be used in connection with the
election of such Class III trustee nominees.
I understand that such information will be disclosed to the extent required under federal
securities laws and regulations, and that Equity One, Inc. and Ramco-Gershenson will rely on the
information provided. I hereby certify that the above information is true and correct to the best
of my knowledge and belief as of this date and agree to notify Equity One, Inc. immediately if I
become aware of any change in such information before Ramco-Gershensons 2009 annual meeting of
shareholders.
By signing below, I consent to being named as a nominee for Class III trustee of Ramco-Gershenson
and agree to serve as a Class III trustee of Ramco-Gershenson if elected.
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Date:
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April 8, 2009
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Signature:
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/s/ David J. Nettina |
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Print Name:
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David J. Nettina |
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Annex A-2
Matthew L. Ostrower, Age 38
Business Address
311 Centre Street
South Orange, NJ 07079
Business Experience and Directorships
Mr. Ostrower was a member of Morgan Stanleys Equity Research department from July of 2000 until
April of 2008, serving as a Vice President, Executive Director and, most recently, a Managing
Director. He was responsible for coverage of retail real estate investment trusts (REITs),
publishing research opinions and investment recommendations from 2000 until 2006, when he assumed
leadership of the REIT research group and initiated coverage for a wider range of companies. Mr.
Ostrower left Morgan Stanley in 2008 to pursue opportunities in the commercial real estate
industry. Mr. Ostrower has a Masters of Science in Real Estate and a Masters in City Planning from
the Massachusetts Institute of Technology and a B.A. from Tufts University. He is also a chartered
financial analyst.
Mr. Ostrower has never served on the Board or otherwise been employed by Ramco-Gershenson.
Compensation
During the fiscal year 2008, neither Mr. Ostrower nor any of his associates (i) received any cash
compensation, cash bonuses, deferred compensation, compensation pursuant to plans, or other
compensation from, or related to, services rendered on behalf of Ramco-Gershenson or its
subsidiaries, or (ii) was subject to any arrangement described in Item 402 of Regulation S-K.
Securities Ownership and Transactions
As of the date hereof, Mr. Ostrower (i) does not, nor does any of his associates, own
beneficially, directly or indirectly, shares of common stock or other securities of
Ramco-Gershenson, (ii) does not own beneficially, directly or indirectly, any securities of any
parent or subsidiary of Ramco-Gershenson, (iii) does not own of record but not beneficially any
shares of common stock or other securities of Ramco-Gershenson, (iv) has not purchased or sold any
securities of Ramco-Gershenson within the past two years and (v) is not, and was not within the
past year, a party to any contract, arrangements, or understandings with any person with respect to
any securities of Ramco-Gershenson.
Legal Proceedings
Mr. Ostrower (i) has not, during the past five years, been involved in any of the legal proceedings
described in Item 401(f) of Regulation S-K, (ii) has not been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) during the past 10 years and (iii) is not a
party adverse to Ramco-Gershenson or any of its subsidiaries and does not have material interest
adverse to Ramco-Gershenson or any of its subsidiaries in any material proceedings.
Nominee Consent
See attached Acknowledgement and Consent.
Other Information
Except as disclosed in this notice, there are no arrangements or understandings between Mr.
Ostrower and any other party pursuant to which he was or is to be selected as a trustee or nominee
to the Board. Except as disclosed in this notice, Mr. Ostrower does not have any
substantial interest, direct or indirect, by security holdings or otherwise, in any matter expected
to be acted upon at the Annual Meeting. Except as disclosed in this notice, neither Mr. Ostrower
nor any of his associates (i) had or will have, nor did or will any of his immediate family
members (as defined in 404(a) of Regulation S-K) have, a direct or indirect material interest in
any transaction, since January 1, 2008, or any currently proposed transaction, in which
Ramco-Gershenson was or is to be a participant and the
amount involved exceeds $120,000 or (ii) has any arrangement or understanding with any person with
respect to any future employment by Ramco-Gershenson or its affiliates, or with respect to any
future transactions to which Ramco-Gershenson or any of its affiliates will or may be a party.
ACKNOWLEDGMENT AND CONSENT
I, Matthew L. Ostrower, am supplying the above information at the request of Equity One, Inc. for
use in connection with the notice that it intends to send to Ramco-Gershenson Properties Trust, a
Maryland real estate investment trust (Ramco-Gershenson), proposing certain Class III trustee
nominees for election at Ramco-Gershensons 2009 annual meeting of shareholders, and in connection
with any proxy statement and other proxy and related materials to be used in connection with the
election of such Class III trustee nominees.
I understand that such information will be disclosed to the extent required under federal
securities laws and regulations, and that Equity One, Inc. and Ramco-Gershenson will rely on the
information provided. I hereby certify that the above information is true and correct to the best
of my knowledge and belief as of this date and agree to notify Equity One, Inc. immediately if I
become aware of any change in such information before Ramco-Gershensons 2009 annual meeting of
shareholders.
By signing below, I consent to being named as a nominee for Class III trustee of Ramco-Gershenson
and agree to serve as a Class III trustee of Ramco-Gershenson if elected.
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Date:
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April 7, 2009
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Signature:
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/s/ Matthew L. Ostrower |
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Print Name:
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Matthew L. Ostrower |
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