SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________________
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. 5)*
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)
May
12, 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 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
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.
751452202
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13D/A
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Page 2 of 5
Pages
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1.
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NAMES
OF REPORTING PERSONS
Equity
One, Inc.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Maryland
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NUMBER
OF SHARES
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7.
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SOLE
VOTING POWER
1,790,000
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BENEFICIALLY
OWNED
BY EACH
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8.
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SHARED
VOTING POWER
-
0 -
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REPORTING
PERSON
WITH
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9.
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SOLE
DISPOSITIVE POWER
1,790,000
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10.
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SHARED
DISPOSITIVE POWER
-
0
-
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,790,000
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.57%(1)
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14.
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TYPE
OF REPORTING PERSON
CO
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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 May 4, 2009, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on May 8, 2009.
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CUSIP No.
751452202
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13D/A
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Page 3 of 5
Pages
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This
Amendment No. 5 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,
Amendment No. 2 filed on April 10, 2009, Amendment No. 3 filed on April 21, 2009
and Amendment No. 4 filed on April 29, 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. 5 is being filed to amend and supplement Items 4, 6 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.
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The
information set forth in Item 4 of the Schedule 13D is hereby amended and
supplemented by adding the following:
On May
12, 2009, the Reporting Person issued a press release announcing that it had
reached an agreement (the “Settlement
Agreement”) with the Issuer to settle the proxy contest in
connection with the Issuer’s 2009 annual meeting of shareholders to be held on
June 10, 2009. A copy of the press release is filed hereto as Exhibit E to the
Schedule 13D and is incorporated by reference into this Item 4 as if set out
herein in full.
Under the terms of the Settlement
Agreement, the Issuer will expand its existing board of trustees to nine
members and appoint the Reporting Person’s two proposed nominees, David J.
Nettina and Matthew L. Ostrower, to the board prior to the 2009 annual
meeting. Messrs. Nettina and Ostrower will be included on the Issuer’s board-nominated slate of
trustees for election at the 2009 annual meeting and the Issuer will recommend
that shareholders vote to elect all of the Board-nominated
trustees.
The Reporting Person has agreed to
withdraw its nominees for consideration at the 2009 annual meeting and to vote
its shares in favor of the election of each of the Issuer’s trustee
nominees at the meeting. The
Issuer has agreed to appoint one or both of the Reporting Person’s nominees
to each of the Audit, Compensation and Nominating & Corporate
Governance committees of the board. In addition, if the board
subsequently delegates the task of evaluating financial and strategic
alternatives to a
newly-constituted or existing committee, the board will consider in good faith
adding one of the Reporting Person’s nominees to that committee, subject to the
board’s fiduciary duties.
A copy of
the Settlement Agreement is filed hereto as Exhibit F to the Schedule 13D and is
incorporated by reference into this Item 4 as if set out herein in full. The
foregoing summary description of the Settlement Agreement is not intended to be
complete and is qualified in its entirety by the complete text of the Settlement
Agreement.
Item
6.
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The
information set forth in Item 6 of the Schedule 13D is hereby amended and
restated in its entirety as follows:
The
summary of the Settlement Agreement described in Item 4 above is incorporated by
reference into this Item 6. Reference is made to Exhibit F for the complete
terms of the Settlement Agreement.
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CUSIP No.
751452202
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13D/A
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Page 4 of 5
Pages
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Item
7.
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 Person’s 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
from Equity One, Inc. to Ramco-Gershenson Properties Trust, dated April 9,
2009 (filed on April 10, 2009 as an Exhibit to the Reporting Person’s
Amendment No. 2 to the Statement on Schedule 13D, and incorporated by
reference herein)
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Exhibit
C
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Press
Release of Equity One, Inc., dated April 21, 2009 (filed on April 21, 2009
as an Exhibit to the Reporting Person’s Amendment No. 3 to the Statement
on Schedule 13D, and incorporated by reference herein)
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Exhibit
D
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Press
Release of Equity One, Inc., dated April 28, 2009 (filed on April 29, 2009
as an Exhibit to the Reporting Person’s Amendment No. 4 to the Statement
on Schedule 13D, and incorporated by reference herein)
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Exhibit
E
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Press
Release of Equity One, Inc., dated May 12, 2009
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Exhibit
F
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Settlement
Agreement, dated May 12, 2009, by and between Equity One, Inc. and
Ramco-Gershenson Properties
Trust
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CUSIP No.
751452202
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13D/A
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Page 5 of 5
Pages
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SIGNATURE
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 12th day of
May, 2009.
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By:
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/s/ Arthur L. Gallagher
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Arthur
L. Gallagher
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Executive
Vice President, General Counsel
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and
Corporate Secretary
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Exhibit
E
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Equity
One, Inc.
1600
NE Miami Gardens Drive
North
Miami Beach, FL 33179
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Contacts:
Sard
Verbinnen & Co
David
Reno or Kathryn Kranhold
212-687-8080
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RAMCO-GERSHENSON PROPERTIES TRUST AND
EQUITY ONE
SETTLE PROXY CONTEST
FARMINGTON HILLS, Mich., and NORTH
MIAMI BEACH, Fla. – May
12, 2009 – Ramco-Gershenson
Properties Trust (NYSE: RPT) ("Ramco-Gershenson") and Equity One, Inc. (NYSE:
EQY) (“Equity One”) today announced that they have reached an agreement to
settle the proxy contest in connection with Ramco-Gershenson’s 2009
annual meeting of stockholders to be held on June 10, 2009. Equity One beneficially owns
approximately 9.6% of Ramco-Gershenson common stock.
Under the terms of the settlement
agreement, Ramco-Gershenson will expand its existing board of trustees to
nine members and appoint Equity One’s two proposed nominees, David J. Nettina
and Matthew L. Ostrower, to the board prior to the 2009 annual
meeting. Messrs. Nettina and Ostrower will be included on the Ramco-Gershenson board-nominated
slate of trustees for election at the 2009 annual meeting and Ramco-Gershenson
will recommend that shareholders vote to elect all of the Board-nominated
trustees.
Equity One has agreed to withdraw its
nominees for consideration at the 2009 annual meeting and to vote its shares in
favor of the election of each of Ramco-Gershenson’s trustee nominees at
the meeting. Ramco-Gershenson has
agreed to appoint one or both of the Equity One nominees to each of the
Audit, Compensation and Nominating & Corporate Governance committees of the
board. In addition, if the board subsequently delegates the task of
evaluating financial and strategic
alternatives to a
newly-constituted or existing committee, the board will consider in good faith
adding one of Equity One’s nominees to that committee, subject to the board’s
fiduciary duties.
“We are pleased that we could
arrive at an equitable solution in order to avoid a prolonged and costly proxy
fight. Ramco’s Nominating Committee met and interviewed both
candidates and found them to be well-qualified and
that their inclusion on our board of trustees would be beneficial to our
company,” said Dennis E.
Gershenson, Chairman, President and Chief Executive Officer of Ramco-Gershenson.
“We look forward to the contributions of these two individuals as they
work with our existing board members to promote the best interests of all of our
shareholders.”
“We are very pleased to have reached
this settlement with Ramco-Gershenson,” said Jeffrey S. Olson, Chief Executive
Officer of Equity One. “We are confident that David and Matt
will make positive contributions to the board and the company during their
tenure as trustees for the benefit of all Ramco-Gershenson
shareholders.”
Ramco-Gershenson intends to file the
full text of the settlement agreement with the Securities and Exchange
Commission.
David
J. Nettina
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 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.
Matthew
L. Ostrower
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.
ABOUT
RAMCO-GERSHENSON PROPERTIES TRUST
Ramco-Gershenson
Properties Trust, headquartered in Farmington Hills, Michigan, is a fully
integrated, self-administered, publicly-traded real estate investment trust
(REIT), which owns, develops, acquires, manages and leases community shopping
centers, regional malls and single tenant retail properties, nationally. The
Company owns interests in 89 shopping centers totaling approximately 19.8
million square feet of gross leasable area in Michigan, Florida, Georgia, Ohio,
Wisconsin, Tennessee, Indiana, New Jersey, Virginia, South Carolina, North
Carolina, Maryland and Illinois. For additional information regarding
Ramco-Gershenson Properties Trust visit the Company's website at
www.rgpt.com.
ABOUT
EQUITY ONE, INC.
As of
March 31, 2009, Equity One owned or had interests in 181 properties, consisting
of 167 shopping centers comprising approximately 18.6 million square feet, four
projects in development/redevelopment, six non-retail properties, and four
parcels of land. Additionally, Equity One had joint venture interests in twelve
shopping centers and one office building totaling approximately 1.9 million
square feet.
IMPORTANT
INFORMATION
Ramco-Gershenson will file a definitive
proxy statement in connection with the 2009 annual meeting of shareholders.
SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Shareholders
may obtain a free copy of the definitive proxy statement (when available) and
other documents filed by Ramco-Gershenson Properties Trust at the Securities and
Exchange Commission’s website at http://www.sec.gov. The definitive proxy
statement and such other documents may also be obtained free of charge by
directing such request to Investor Relations, Ramco-Gershenson Properties Trust,
31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan, 48334,
telephone: (248) 350-9900, or on Ramco-Gershenson’s website at
www.rgpt.com.
Ramco-Gershenson and its trustees,
executive officers and certain other members of its management and employees may
be deemed to be participants in the solicitation of proxies from
Ramco-Gershenson shareholders in connection with the annual meeting of
shareholders. Information concerning the participants in the solicitation is
included in the preliminary proxy statement relating to the 2009 annual meeting
of shareholders, and will be included in the definitive proxy statement when it
becomes available.
Exhibit
F
SUPPORT
AGREEMENT
This
SUPPORT AGREEMENT (this “Agreement”) is made
and entered into as of May 12, 2009, by and among Equity One, Inc., a
Maryland corporation (including its successors, “EQY”), and
Ramco-Gershenson Properties Trust, a Maryland real estate investment trust
(including its successors, “RPT”).
WHEREAS,
EQY beneficially owns a total of 1,790,000 common shares of beneficial interest,
par value $0.01 per share, of RPT (the “Common Stock);
and
WHEREAS,
RPT desires, among other matters, to nominate for election to the Board certain
individuals designated by EQY at the 2009 annual meeting of RPT
shareholders, which individuals
have previously been recommended for election to the Board by the
Nominating and Corporate Governance Committee of the Board.
NOW, THEREFORE, in consideration of the
premises, the mutual covenants and agreements contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Board
Matters; Annual Meetings.
(a) Cessation of
Proxy Soliciting Activities by EQY. Effective as of the date
hereof, EQY agrees to cease, and to cause all of its representatives acting on
its behalf, affiliates (as defined in Rule 12b-2 of the Securities Exchange Act
of 1934, as amended (the “Exchange
Act”)) (“Affiliates”), officers, and directors to cease,
any and all activities relating to the solicitation of proxies with respect to
matters to be voted on at RPT’s 2009 annual meeting of shareholders, currently
scheduled to be held on June 10, 2009 (whenever so held, including any
adjournments or continuations thereof, the “2009 Annual
Meeting”). Specifically, EQY agrees
not to, and to cause its Affiliates not to, (i) file definitive proxy materials
with the Securities and Exchange Commission (“SEC”) in connection with the 2009
Annual Meeting, (ii) directly or indirectly solicit proxies from holders of
Common Stock in connection with the 2009 Annual Meeting, and (iii) independently
seek to nominate candidates for election as trustees of RPT at the 2009 Annual
Meeting. EQY hereby withdraws the notice submitted to RPT on April 9,
2009 in which it nominated David J. Nettina and Matthew L. Ostrower (together,
the “EQY
Nominees”) as nominees for election at the 2009 Annual Meeting, which
withdrawal shall be effective as of the date hereof but subject to clause (g)
below.
(b) Appointment of EQY
Nominees. RPT agrees to convene a special meeting of the Board
(or to obtain the unanimous written consent of the Board) prior to the 2009
Annual Meeting, at which meeting (or pursuant to which consent) the EQY Nominees
shall be duly appointed to the Board in accordance with RPT’s bylaws and
applicable law. RPT does not presently intend to expand the size of
the Board beyond nine (9) members prior to, or at, the 2009 Annual
Meeting.
(c) Nomination of EQY
Nominees. In its definitive proxy materials to be filed with
the SEC in connection with the 2009 Annual Meeting and in all other proxy
soliciting materials used in connection therewith, RPT agrees to include the EQY
Nominees on the Board’s proposed slate of nominees for election as trustees at
the 2009 Annual Meeting, one for a three-year term and one for a two-year term,
and to recommend that the shareholders of RPT vote to elect the EQY Nominees to
such terms as trustees of RPT. EQY shall promptly provide to RPT any
information reasonably requested by RPT for inclusion in any filings with the
SEC.
(d) Committee Appointments;
Equal Treatment. From and after the date of their appointment
as trustees of RPT and for so long as either remains a trustee of RPT, subject
to applicable law and New York Stock Exchange listing standards, RPT agrees to
appoint one or both of the EQY Nominees to each of the Audit, Compensation and
Nominating & Corporate Governance committees of the Board and such
appointments shall be confirmed following the 2009 Annual
Meeting. RPT presently intends to evaluate strategic alternatives as
a Board, and does not presently intend to create a new committee to evaluate
strategic alternatives or to delegate such task to an existing committee (in
either case, a “Strategic Alternatives Committee”). However, if RPT
does form a Strategic Alternatives Committee, the Board shall in good faith
consider appointing one of the EQY Nominees to such committee, subject to the
Board’s fiduciary obligations. The EQY Nominees shall be entitled to
all of the rights of, and treated identically to, any other non-management
trustees of RPT unless otherwise agreed to in writing by the applicable EQY
Nominee.
(e)
2009 Annual
Meeting. RPT agrees that it will use its reasonable best
efforts to ensure that the 2009 Annual Meeting is duly held on June 10, 2009, at
such time and at such place as is reasonable and customary, consistent with past
practice.
(f)
Voting
Agreement. EQY and its Affiliates shall (i) vote at the 2009
Annual Meeting all shares of Common Stock which they beneficially own (as
determined by Rule 13d-3 of the Exchange Act) as of the record date of
the 2009 Annual Meeting in favor of, and support, the election of each of RPT’s
trustee nominees at the 2009 Annual Meeting, (ii) not support any trustee
nominees at the 2009 Annual Meeting other than the RPT trustee nominees and
(iii) not participate in any “withhold the vote” or similar campaign with
respect to the 2009 Annual Meeting, and, in the event of any such campaign, vote
their shares in accordance with this paragraph.
(g) Mutual
Compliance. Notwithstanding anything herein to the contrary,
each of EQY and RPT acknowledges and agrees that, as of any given date, the
performance of any obligation specified in this Agreement as being applicable to
a party is conditioned upon the absence of material bad faith non-compliance by
the other party of the obligations specified herein to be performed by it as of
such date.
(h) Press
Release. Immediately following the execution and delivery of
this Agreement, the RPT and EQY shall issue the joint press release attached
hereto as Exhibit A (the “Press
Release”). None of the parties hereto will make any public statements (including in any filing
with the SEC or any other regulatory or governmental agency, including any stock
exchange) that are inconsistent with, or otherwise contrary to, the statements
in the Press Release issued pursuant to this Section 1(i) or the terms of this
Agreement.
Section 2. Miscellaneous.
(a) Representations. Each of EQY and RPT hereby
represents to the other that:
(i)
it has all requisite authority and power to
execute and deliver this Agreement and to perform its obligations hereunder;
this Agreement has been duly and validly authorized by all required action on
the part of such party and duly and validly executed and delivered by such
party, constituting its valid and binding obligation, enforceable against such
party in accordance with its terms; and
(ii) it
has carefully read this Agreement, understands it, has consulted with and
received the advice of counsel regarding this Agreement, agreed with its terms,
and freely, voluntarily and knowingly executed it.
(b) This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and the
respective successors and assigns of the parties hereto. This
Agreement contains the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior and contemplated arrangements and
understandings with respect thereto. This Agreement may not be
amended or modified except by an instrument in writing signed by each of the
parties hereto.
(c) This Agreement may be signed in
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement. This Agreement
may be executed by facsimile signature and a facsimile signature shall
constitute an original for all purposes.
(d) This Agreement and the legal relations
hereunder between the parties hereto shall be governed by and construed in
accordance with the laws of the State of Maryland applicable to contracts made
and performed therein, without giving effect to the principles of conflicts of
law thereof.
(e) Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid,
but if any provision of this Agreement is held to be invalid or unenforceable in
any respect, such invalidity or unenforceability shall not render invalid or
unenforceable any other provision of this Agreement.
(f)
It is hereby agreed and acknowledged
that it will be impossible to measure in money the damages that would be
suffered if the parties fail to comply with any of the obligations herein
imposed on them and that in the event of any such failure, an aggrieved party
will be irreparably damaged and will not have an adequate remedy at
law. Any such party, therefore, shall be entitled to injunctive
relief, including specific performance, to enforce such obligations, without the
posting of any bond, and, if any action should be brought in equity to enforce
any of the provisions of this Agreement, neither of the parties hereto shall
raise the defense that there is an adequate remedy at
law.
(g)
No failure or delay of any
party in exercising any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such right or power, or
any course of conduct, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
parties hereunder are cumulative and are not exclusive of any rights or remedies
which they would otherwise have hereunder. Any agreement on the part
of any of the parties to any such waiver shall be valid only if set forth in a
written instrument executed and delivered by a duly authorized officer on behalf
of such party.
(h) This Agreement is solely for the benefit
of the parties hereto and is not enforceable by any other
person.
IN WITNESS WHEREOF, the parties hereto
have executed and delivered this Agreement as of the day and year first written
above.
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RAMCO-GERSHENSON PROPERTIES
TRUST
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By:
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/s/ Dennis E.
Gershenson
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Name: Dennis E.
Gershenson
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Title: Chairman,
President and Chief Executive Officer
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EQUITY ONE,
INC.
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By:
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/s/ Arthur L.
Gallagher
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Name: Arthur L.
Gallagher
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Title: EVP,
General Counsel and
Secretary
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Exhibit A
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Equity
One, Inc.
1600
NE Miami Gardens Drive
North
Miami Beach, FL 33179
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Contacts:
Sard
Verbinnen & Co
David
Reno or Kathryn Kranhold
212-687-8080
|
RAMCO-GERSHENSON PROPERTIES TRUST AND
EQUITY ONE
SETTLE PROXY CONTEST
FARMINGTON HILLS, Mich., and NORTH
MIAMI BEACH, Fla. – May
12, 2009 – Ramco-Gershenson
Properties Trust (NYSE: RPT) ("Ramco-Gershenson") and Equity One, Inc. (NYSE:
EQY) (“Equity One”) today announced that they have reached an agreement to
settle the proxy contest in connection with Ramco-Gershenson’s 2009
annual meeting of stockholders to be held on June 10, 2009. Equity One beneficially owns
approximately 9.6% of Ramco-Gershenson common stock.
Under the terms of the settlement
agreement, Ramco-Gershenson will expand its existing board of trustees to
nine members and appoint Equity One’s two proposed nominees, David J. Nettina
and Matthew L. Ostrower, to the board prior to the 2009 annual
meeting. Messrs. Nettina and Ostrower will be included on the Ramco-Gershenson board-nominated
slate of trustees for election at the 2009 annual meeting and Ramco-Gershenson
will recommend that shareholders vote to elect all of the Board-nominated
trustees.
Equity One has agreed to withdraw its
nominees for consideration at the 2009 annual meeting and to vote its shares in
favor of the election of each of Ramco-Gershenson’s trustee nominees at
the meeting. Ramco-Gershenson has
agreed to appoint one or both of the Equity One nominees to each of the
Audit, Compensation and Nominating & Corporate Governance committees of the
board. In addition, if the board subsequently delegates the task of
evaluating financial and strategic
alternatives to a newly-constituted or existing committee, the board will
consider in good faith adding one of Equity One’s nominees to that committee,
subject to the board’s fiduciary duties.
“We are pleased that we could
arrive at an equitable solution in order to avoid a prolonged and costly proxy
fight. Ramco’s Nominating Committee met and interviewed both
candidates and found them to be well-qualified and
that their inclusion on our board of trustees would be beneficial to our
company,” said Dennis E.
Gershenson, Chairman, President and Chief Executive Officer of Ramco-Gershenson.
“We look forward to the contributions of these two individuals as they
work with our existing board members to promote the best interests of all of our
shareholders.”
“We are very pleased to have reached
this settlement with Ramco-Gershenson,” said Jeffrey S. Olson, Chief Executive
Officer of Equity One. “We are confident that David and Matt
will make positive contributions to the board and the company during their
tenure as trustees for the benefit of all Ramco-Gershenson
shareholders.”
Ramco-Gershenson intends to file the
full text of the settlement agreement with the Securities and Exchange
Commission.
David
J. Nettina
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 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.
Matthew
L. Ostrower
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.
ABOUT
RAMCO-GERSHENSON PROPERTIES TRUST
Ramco-Gershenson
Properties Trust, headquartered in Farmington Hills, Michigan, is a fully
integrated, self-administered, publicly-traded real estate investment trust
(REIT), which owns, develops, acquires, manages and leases community shopping
centers, regional malls and single tenant retail properties, nationally. The
Company owns interests in 89 shopping centers totaling approximately 19.8
million square feet of gross leasable area in Michigan, Florida, Georgia, Ohio,
Wisconsin, Tennessee, Indiana, New Jersey, Virginia, South Carolina, North
Carolina, Maryland and Illinois. For additional information regarding
Ramco-Gershenson Properties Trust visit the Company's website at
www.rgpt.com.
ABOUT
EQUITY ONE, INC.
As of
March 31, 2009, Equity One owned or had interests in 181 properties, consisting
of 167 shopping centers comprising approximately 18.6 million square feet, four
projects in development/redevelopment, six non-retail properties, and four
parcels of land. Additionally, Equity One had joint venture interests in twelve
shopping centers and one office building totaling approximately 1.9 million
square feet.
IMPORTANT
INFORMATION
Ramco-Gershenson will file a definitive
proxy statement in connection with the 2009 annual meeting of shareholders.
SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Shareholders
may obtain a free copy of the definitive proxy statement (when available) and
other documents filed by Ramco-Gershenson Properties Trust at the Securities and
Exchange Commission’s website at http://www.sec.gov. The definitive proxy
statement and such other documents may also be obtained free of charge by
directing such request to Investor Relations, Ramco-Gershenson Properties Trust,
31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan, 48334,
telephone: (248) 350-9900, or on Ramco-Gershenson’s website at
www.rgpt.com.
Ramco-Gershenson and its trustees,
executive officers and certain other members of its management and employees may
be deemed to be participants in the solicitation of proxies from
Ramco-Gershenson shareholders in connection with the annual meeting of
shareholders. Information concerning the participants in the solicitation is
included in the preliminary proxy statement relating to the 2009 annual meeting
of shareholders, and will be included in the definitive proxy statement when it
becomes available.