On October 21, 2008, Agree Realty Corporation issued a press release announcing that its Board of Directors had unanimously rejected an unsolicited acquisition proposal from Compson Holding Corporation to acquire the Company. A copy of the Compson acquisition proposal is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the Company's press release in response to the Compton offer is furnished hereto as Exhibit 99.2 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit   Description

99.1      Compson acquisition proposal

99.2      Press release, dated October 21, 2008, in response to the Compson offer