RAMCO GERSHENSON PROPERTIES TRUST (Form: 8-K, Received: 07/31/2013 16:23:43)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2013

RAMCO-GERSHENSON PROPERTIES TRUST
(Exact name of registrant as specified in its Charter)



Maryland	1-10093	13-6908486
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan	48334
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (248) 350-9900

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to the Article of Incorporation or Bylaws; Changes in Fiscal Year

On July 29, 2013, the Company approved Articles of Amendment (the “Articles of Amendment”) amending the Company’s Declaration of Trust to increase the number of the Company’s authorized common shares of beneficial interest from 80,000,000 to 120,000,000 common shares. The Articles of Amendment were filed with the State Department of Assessments and Taxation of Maryland (the “Department”) on, and effective as of, July 31, 2013. A copy of the Articles of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

3.1 Articles of Amendment, as filed with the State Department of Assessments and Taxation of

Maryland on July 31, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	RAMCO-GERSHENSON PROPERTIES TRUST


Date: July 31, 2013	by: /s/GREGORY R. ANDREWS
	Gregory R. Andrews
	Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit Description


3.1	Articles of Amendment, as filed with the State Department of Assessments and Taxation of Maryland on July 31, 2013.

Exhibit 3.1

RAMCO-GERSHENSON PROPERTIES TRUST
ARTICLES OF AMENDMENT

RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: The Declaration of Trust of the Trust (the “Declaration of Trust”) is hereby amended by deleting existing Section 6.1 of Article VI in its entirety and substituting in lieu thereof a new Section 6.1 to read as follows:

“SECTION 6.1 Authorized Shares. The beneficial interest of the Trust shall be divided into shares of beneficial interest (the “Shares”). The Trust has the authority to issue 120,000,000 common shares of beneficial interest, par value $.01 per share (“Common Shares”), and 10,000,000 preferred shares of beneficial interest, par value $.01 per share (“Preferred Shares”).

The Board of Trustees, without the approval of the shareholders of the Trust, may amend the Declaration of Trust from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any class that the Trust has authority to issue.”

SECOND: The amendment to the Declaration of Trust as set forth above has been duly advised and approved by the Board of Trustees of the Trust, and is limited to a change which, under Section 8-203(a)(8) of the Maryland REIT Law and Section 6.1 of the Declaration of Trust, does not require approval by the shareholders of the Trust.

THIRD: The total number of shares of beneficial interest of all classes which the Trust had authority to issue immediately prior to this amendment was 90,000,000 shares, consisting of 80,000,000 Common Shares, par value $.01 per share, and 10,000,000 Preferred Shares, par value $.01 per share. The aggregate par value of all such authorized shares of beneficial interest having par value was $900,000.

FOURTH: The total number of shares of beneficial interest of all classes which the Trust has authority to issue pursuant to the foregoing amendment is 130,000,000 shares, consisting of 120,000,000 Common Shares, par value $.01 per share, and 10,000,000 Preferred Shares, par value $.01 per share. The aggregate par value of all such authorized shares of beneficial interest having par value is $1,300,000.

FIFTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law was not changed by the amendment.

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SIXTH: The undersigned President and Chief Executive Officer of the Trust acknowledges these Articles of Amendment to be the corporate act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

12954713.2

IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to on its behalf by its Assistant Secretary on this 31st day of July, 2013.



ATTEST:	RAMCO-GERSHENSON PROPERTIES TRUST

/s/ FREDERICK A. ZANTELLO Name: Frederick A. Zantello Title: Assistant Secretary	By: /s/ DENNIS E. GERSHENSON (SEAL) Name: Dennis E. Gershenson Title: President and Chief Executive Officer

12954713.2