UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Ramco-Gershenson Properties Trust
(Name of Registrant as Specified In Its Charter)
Equity One, Inc.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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The following press release was issued by Equity One, Inc. on April 21, 2009:
Equity One, Inc.
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Contacts: | ||
1600 NE Miami Gardens Drive
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Sard Verbinnen & Co | |||
North Miami Beach, FL 33179
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David Reno or Kathryn Kranhold | |||
| 212-687-8080 |
Equity One Files Preliminary Proxy Nominating Two Independent Trustees to Ramco-Gershenson Properties Trust Board
Equity One Believes Electing Its Nominees is Best Way to Ensure Objective and Effective
Review of Strategic Alternatives for Ramco-Gershenson
Review of Strategic Alternatives for Ramco-Gershenson
NORTH MIAMI BEACH, FL — April 21, 2009 — Equity One, Inc. (NYSE: EQY), an owner, developer and
operator of shopping centers, announced today that it filed with the Securities and Exchange
Commission preliminary proxy materials nominating two highly qualified independent trustees for
election to the board of trustees of Ramco-Gershenson Properties Trust (NYSE: RPT) (“RPT”) at RPT’s
2009 annual meeting. Based on current SEC filings, Equity One is RPT’s single largest unaffiliated
shareholder, owning approximately 9.6% of RPT’s outstanding common shares of beneficial interest.
RPT has notified the New York Stock Exchange that its 2009 annual meeting will be held on June 10,
2009. Equity One’s two independent nominees, David J. Nettina and Matthew L. Ostrower, each have
extensive business and finance experience in the real estate industry, and if elected would serve
as Class III trustees of RPT to constitute two of the seven members of the RPT board of trustees.
Equity One has no previous business relationship with either Mr. Nettina or Mr. Ostrower, and
believes that both are “independent” of RPT under all applicable New York Stock Exchange and SEC
standards.
Equity One is asking RPT shareholders to support the election of its two independent nominees
because it believes that the current members of RPT’s board of trustees are not acting, and will
not act, in the best interests of RPT shareholders to evaluate objectively and effectively RPT’s
business and strategic alternatives in order to maximize value for all RPT shareholders. In
response to a letter sent to RPT by Equity One on March 20, 2009 which expressed concern about a
number of matters of importance to all RPT shareholders, including RPT’s high leverage, near-term
debt maturities and minimal access to capital, RPT publicly announced on March 25 that it was
undergoing a review of potential strategic and financial alternatives. While RPT stated that it
intends to complete its review of potential alternatives promptly, to date no progress or results
from that review have been announced.
Equity One also noted that RPT has publicly stated that it intends to consider and take steps to
implement a shareholder proposal that was strongly supported by RPT shareholders at its 2008 annual
meeting which called for the RPT board to “take the steps necessary to eliminate classification of
terms” on the RPT board of trustees. Based on information provided in RPT’s public filings, over
11 million shares (well over a majority of all the outstanding shares) were cast in favor of the
shareholder proposal. However, more than 10 months after that proposal was overwhelmingly approved
by a majority of RPT shareholders, RPT’s board has still taken no action with respect to
eliminating its staggered board.
“Ramco-Gershenson has significantly underperformed its peers over the past 10 years,” said Jeffery
Olson, Chief Executive Officer of Equity One, “and time is of the essence as it undertakes its
review of strategic and financial alternatives to address its looming debt maturities and lack of
access to capital. As the largest unaffiliated shareholder of Ramco-Gershenson, Equity One
strongly believes that RPT shareholders should have independent representation on RPT’s board as it
explores strategic alternatives.
We believe electing our two independent and highly qualified nominees is the best way for
Ramco-Gershenson shareholders to ensure that the RPT board will conduct a meaningful and objective
strategic review process and take action in the best interests of RPT shareholders.”
“Our nominees are committed to working with Ramco-Gershenson trustees to maximize value for all RPT
shareholders,” continued Olson, “and will seriously consider any value creation opportunity from a
possible business combination with a qualified partner, including Equity One.”
Biographical information on each of Equity One’s nominees follows:
David J. Nettina, 56, 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. 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, a developer, owner and operator of 20
regional malls in the Northeast, 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.
Matthew L. Ostrower, 38, was a member of Morgan Stanley’s 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.
ADDITIONAL INFORMATION
Equity One filed a preliminary proxy statement on Schedule 14A with the SEC on April 21, 2009 in
connection with the solicitation of proxies for the 2009 annual meeting of Ramco-Gershenson
shareholders. Equity One expects to file a definitive proxy statement on Schedule 14A with the SEC
in connection with the solicitation of proxies for 2009 annual meeting and may file other
additional proxy solicitation material in connection therewith from time to time. SHAREHOLDERS OF
RPT ARE URGED TO CAREFULLY READ THE PRELIMINARY PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The preliminary proxy
statement and other documents relating to the solicitation of proxies by Equity One will be
available at no charge on the SEC’s website at http://www.sec.gov. In addition, Equity One will
provide copies of the proxy statement and other relevant documents without charge upon request.
Request for copies should be directed to our proxy solicitor, D. F. King & Co., Inc., at
1-800-967-5079.
Equity One and certain of its shareholders, directors and employees, and David J. Nettina and
Matthew L. Ostrower are deemed to be participants in the solicitation of proxies with respect to
Equity One’s nominees. Information about Equity One and Equity One’s directors and executive
officers is available in Equity One’s proxy statement, dated March 31, 2009, filed with the SEC in
connection with Equity One’s 2009 annual meeting of stockholders. Information regarding Mr. Nettina
and Mr. Ostrower may be found in the preliminary proxy statement filed by Equity One with the SEC
on April 21, 2009 in connection with the solicitation of proxies for the 2009 annual meeting of
Ramco-Gershenson shareholders. Information about any other participants will be included in the
definitive proxy statement filed by Equity One in connection with the 2009 annual meeting of
Ramco-Gershenson shareholders.
ABOUT EQUITY ONE, INC.
As of December 31, 2008, Equity One owned or had interests in 160 properties, consisting of 146
shopping centers comprising approximately 16.0 million square feet, four projects in
development/redevelopment, six non-retail properties, and four parcels of land. Equity One also
had joint venture interests in twelve shopping centers and one office building totaling
approximately 1.9 million square feet. In addition, Equity One currently has voting control over
approximately 74.6% of the outstanding ordinary shares of DIM Vastgoed N.V., a Dutch company that,
as of March 31, 2009, owned and operated 21 shopping centers in the southeastern United States
comprising approximately 2.6 million square feet of gross leasable area.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the federal securities laws. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “could” or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe Equity One’s objectives, plans or goals are forward-looking and are based on management’s current intent, belief, expectations, estimates and projections regarding Equity One and Ramco-Gershenson and projections regarding the industries in which they operate. Although Equity One believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that these expectations will be achieved and actual results could differ materially from current expectations. Factors that could cause actual results to differ materially from current expectations include changes in macro-economic conditions and the demand for retail space in the states in which Equity One and Ramco-Gershenson own properties; continuing supply constraints in applicable geographic markets; the effects of natural and other disasters; the Equity One nominees’ ability, if elected, to influence Ramco-Gershenson’s board of trustees and/or management; the failure of Ramco-Gershenson’s review of potential strategic and financial alternatives to generate any opportunities that enhance shareholder value; the ability of Ramco-Gershenson to enter into and consummate any transaction resulting from its review of strategic and financial alternatives or otherwise; the ability of Equity One successfully to integrate the operations and systems of acquired companies and properties; pending, threatened or future legal proceedings; and other risks, which are described in Equity One’s filings with the Securities and Exchange Commission.
This press release contains forward-looking statements within the meaning of the federal securities laws. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “could” or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe Equity One’s objectives, plans or goals are forward-looking and are based on management’s current intent, belief, expectations, estimates and projections regarding Equity One and Ramco-Gershenson and projections regarding the industries in which they operate. Although Equity One believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that these expectations will be achieved and actual results could differ materially from current expectations. Factors that could cause actual results to differ materially from current expectations include changes in macro-economic conditions and the demand for retail space in the states in which Equity One and Ramco-Gershenson own properties; continuing supply constraints in applicable geographic markets; the effects of natural and other disasters; the Equity One nominees’ ability, if elected, to influence Ramco-Gershenson’s board of trustees and/or management; the failure of Ramco-Gershenson’s review of potential strategic and financial alternatives to generate any opportunities that enhance shareholder value; the ability of Ramco-Gershenson to enter into and consummate any transaction resulting from its review of strategic and financial alternatives or otherwise; the ability of Equity One successfully to integrate the operations and systems of acquired companies and properties; pending, threatened or future legal proceedings; and other risks, which are described in Equity One’s filings with the Securities and Exchange Commission.