dfan14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Soliciting Material Pursuant to §240.14a-12 |
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 9, 2009:
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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 |
EQUITY ONE TO SEEK REPRESENTATION
ON RAMCO-GERSHENSONS BOARD
NORTH MIAMI BEACH, FL April 9, 2009 Equity One, Inc. (NYSE: EQY), an owner, developer and
operator of shopping centers, announced today that it gave notice to Ramco-Gershenson Properties
Trust (NYSE:RPT) (RPT) of its intention to nominate two independent candidates for election to
RPTs board of trustees at RPTs 2009 annual meeting of shareholders. Based on current SEC filings,
Equity One is RPTs largest unaffiliated shareholder, owning approximately 9.6% of RPTs
outstanding common shares of beneficial interest.
At the 2009 annual meeting, which is required to be held in June in accordance with RPTs bylaws,
two Class III trustees will be elected to serve a three-year term on RPTs board of trustees,
expiring in 2012. Equity Ones nominees are David J. Nettina, a veteran senior executive in the
REIT industry formerly with American Financial Realty Trust and SL Green Realty Corp., and Matthew
L. Ostrower, a veteran REIT analyst formerly with Morgan Stanley. Equity One has no previous
business relationship with either Mr. Nettina or Mr. Ostrower. Equity One believes that both Mr.
Nettina and Mr. Ostrower are independent of RPT under applicable New York Stock Exchange
standards.
We believe that electing our two independent director nominees is the best way for RPT
shareholders to help ensure an optimal result from RPTs recently announced review of strategic
alternatives, said Jeff Olson, CEO of Equity One. Our highly qualified nominees are committed to
working collaboratively with RPTs board of trustees and management for the benefit of all RPT
shareholders. If elected, we believe our nominees will improve substantially RPTs ability to
navigate through the current economic environment. Additionally, our nominees will consider
seriously any value creation opportunity from a possible business combination with a qualified
partner, including Equity One.
Equity One expects to shortly file a preliminary proxy statement with the Securities and Exchange
Commission (SEC) and, upon clearance by the SEC, distribute definitive copies of the proxy
statement and proxy cards to RPT shareholders.
Biographical information for each of the 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 in April 2008. From September 2002 to January 2005, Mr. Nettina served as an
adjunct professor of finance at Siena College. From 1997 to
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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, 38, 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.
ADDITIONAL INFORMATION
In connection with RPTs 2009 annual meeting of shareholders, Equity One expects to file a proxy
statement and other materials with the SEC. SHAREHOLDERS OF RPT ARE URGED TO READ THE PROXY
STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. The proxy statement and other documents relating to the solicitation of
proxies by Equity One will be available at no charge on the SECs 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 (collectively, the Participants) are deemed to be participants in the
solicitation of proxies with respect to Equity Ones nominees. Information regarding the
Participants will be available in the proxy statement when it is filed with the SEC.
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. Additionally,
Equity One 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.
FORWARD LOOKING STATEMENTS
Certain matters discussed by Equity One in this press release constitute forward-looking statements
within the meaning of the federal securities laws. 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. 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 owns properties; the continuing
financial success of Equity
Ones current and prospective tenants; continuing supply constraints in its geographic markets; the
availability of properties for acquisition; the success of its efforts to lease up vacant space;
the effects of natural and other disasters; the ability of Equity One successfully to integrate the
operations and systems of acquired companies and properties; and other risks, which are described
in Equity Ones filings with the Securities and Exchange Commission.
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