As filed with the Securities and Exchange Commission on January 12, 2009

Registration No. 333-113948

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

POST EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RAMCO-GERSHENSON PROPERTIES TRUST

(Exact name of registrant as specified in its charter)

Maryland		13-6908486
(State or other jurisdiction of incorporation		(I.R.S. Employer Identification No.)
or organization)

31500 Northwestern Highway, Suite 300
Farmington Hills, MI 48334
(248) 350-9900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dennis Gershenson
Chairman of the Board, President and Chief Executive Officer
Ramco-Gershenson Properties Trust
31500 Northwestern Highway, Suite 300
Farmington Hills, MI 48334
(248) 350-9900
(Name, address, including zip code, and telephone number, including area code, of agent for service of process)

     Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered in connection with dividend or interest reinvestment plans, check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Maximum

Amount

Maximum

Aggregate

Amount of

Title of Each Class of

to be

Offering Price

Offering Price

Registration

Securities to be Registered

Registered(1)

Per Unit(1)(2)

(1)(3)(4)

Fee

Common Shares of Beneficial Interest, $0.01 par value

Preferred Shares of Beneficial Interest, $0.01 par value

Common Shares of Beneficial Interest, par value $.01 per share(5)

Warrants

TOTAL

$53,836,500(5)

$44,345(6)

 

 

     This Post-Effective Amendment No. 1 relates to Registration Statement File No. 333-113948 on Form S-3 (the “Registration Statement”) of Ramco-Gershenson Properties Trust (the “Company”), registering $350,000,000 in common shares, preferred shares and warrants, which was filed with the Securities and Exchange Commission on March 26, 2004.

     The offering pursuant to the Registration Statement has been terminated. In accordance with the undertaking made by the Company in the Registration Statement to remove from registration, by means of this Post-Effective Amendment No. 1, any of the securities that remain unsold at the termination of the offering, the Company hereby removes from registration the securities of the Company registered but unsold under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Farmington Hills, State of Michigan, on January 9, 2009.

Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment no. 1 to the registration statement has been signed by the following persons in the capacities and on the dates as indicated.

Name		Title		Date:
/s/ Dennis E. Gershenson		Chairman of the Board, President and Chief Executive Officer
Dennis E. Gershenson		(Principal Executive Officer)		January 9, 2009
/s/ Richard J. Smith		Chief Financial Officer & Secretary
Richard J. Smith		(Principal Accounting and Financial Officer)		January 9, 2009
/s/ Stephen R. Blank*		Trustee
Stephen R. Blank				January 9, 2009
/s/ Arthur H. Goldberg*		Trustee
Arthur H. Goldberg				January 9, 2009
/s/ Robert A. Meister*		Trustee
Robert A. Meister				January 9, 2009
/s/ Joel M. Pashcow*		Trustee
Joel M. Pashcow				January 9, 2009
/s/ Mark K. Rosenfeld		Trustee
Mark K. Rosenfeld				January 9, 2009
		Trustee
Michael A. Ward