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. 4)*
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Ramco-Gershenson
Properties Trust
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(Name
of Issuer)
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Common
Shares of Beneficial Interest, Par Value $0.01 Per
Share
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(Title
of Class of Securities)
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751452202
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(CUSIP
number)
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Arthur
L. Gallagher
Executive
Vice President, General Counsel and Corporate Secretary
Equity
One, Inc.
1600
Northeast Miami Gardens Drive
North
Miami Beach, Florida 33179
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(305)
947-1664
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(Name,
address and telephone number of person authorized to receive notices and
communications)
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April
28, 2009
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(Date
of Event which Requires Filing of this
Statement)
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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 4
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 April 15, 2009, as disclosed in the Issuer’s
Preliminary Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on April 28, 2009.
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CUSIP
No. 751452202
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13D/A
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Page 3 of 4
Pages
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This
Amendment No. 4 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 and Amendment No. 3 filed on April 21,
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. 4 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.
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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 April
28, 2009, the Reporting Person issued a press release announcing that it had
sent a letter to the Issuer in response to statements in the Issuers’
preliminary proxy filing and accompanying press release that mischaracterize
settlement talks. A copy of the press release is filed hereto as Exhibit D
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.
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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
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CUSIP
No. 751452202
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13D/A
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Page 4 of 4
Pages
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
EXECUTED
as of this 28th day
of April, 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
D
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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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EQUITY
ONE SENDS LETTER TO RAMCO-GERSHENSON REGARDING PRELIMINARY PROXY
STATEMENT
Equity
One Says Ramco-Gershenson Mischaracterizes Settlement Talks
_________________________________________
North Miami, Florida – April 28, 2009
– Equity One, Inc. (NYSE: EQY), an owner, developer, and operator of
shopping centers, today sent a letter to Ramco-Gershenson Properties Trust
(NYSE:RPT) (“RPT”) in response to statements in RPT’s preliminary proxy filing
and accompanying press release that mischaracterize settlement
talks.
The full
text of the letter follows:
April 28,
2009
Mr.
Dennis E. Gershenson
Chairman,
President, and Chief Executive Officer
Ramco-Gershenson
Properties Trust
31500
Northwestern Highway
Farmington
Hills, MI 48334
Dear
Dennis,
I was
surprised and disappointed to see the statements made in Ramco-Gershenson
Properties Trust’s (RPT’s) preliminary proxy filed today and the accompanying
press release. Your statements are disingenuous in how they characterize Equity
One’s position on settlement talks.
First,
contrary to the assertions in your press release, no settlement offer was ever
made by RPT to Equity One – and Equity One certainly did not decline a
settlement offer from RPT. While we promptly responded in writing
this past Saturday to a request from your legal counsel to engage in
possible settlement discussions, RPT and its counsel never responded to that
communication. This morning’s filing was your response.
Second,
while we were pleased to hear that you would be willing to discuss adding our
two nominees to your Board (something we communicated to your legal counsel),
this conversation was never begun nor concluded. In the outline we
sent Saturday, we asked to discuss a number of issues, including – among other
things – strong concerns over a proposed expansion of the board.
Unfortunately,
your tactics make it clear to us that you are not sincere in reaching an
accommodation with us. We believe your other shareholders will see it
that way as well.
As we
have noted before, we have significant concerns about RPT’s financial
condition. While we believe that your strategic review is important,
EQY – a significant stakeholder in RPT, with 1,790,000 common shares of
beneficial interest, or approximately 9.63% of the outstanding shares – is
seeking independent representation to ensure that your process moves
expeditiously and the Board of Trustees is not ignoring the will of the
shareholders.
We remain
open to a sincere settlement dialogue but regret that we appear embarked on the
contested Trustee election that you professed to want to avoid.
We note
that you have chosen not to announce the location of your annual meeting in your
preliminary proxy material although – for the last nine years – it has been held
at the same time and same place in Birmingham, Michigan. We encourage
you to set the location at this time so that RPT’s shareholders know the
location of their annual meeting and can receive our proxy
material.
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Sincerely,
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Equity
One, Inc.
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Jeffrey
S. Olson,
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Chief
Executive Officer
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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.