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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[X] Soliciting material under Rule 14a-12.
Entertainment Properties Trust
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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2
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CONTACTS
Media: Jon Weis (888) EPR-REIT
Shareholders: MacKenzie Partners, Inc. (800) 322-2885
ENTERTAINMENT PROPERTIES QUESTIONS
SHAREHOLDER NOMINEE'S CONFLICT OF INTEREST
KANSAS CITY, MISSOURI - March 20, 2001 - Entertainment Properties Trust
(NYSE: EPR) today issued the following statement:
"EPR has received notice that BRT Realty Trust, of Great Neck, NY,
filed documents with the Securities and Exchange Commission disclosing its
intention to solicit proxies to elect Mr. Fredric H. Gould to the Board of
Trustees at EPR's 2001 annual shareholder meeting. The filing represents that
BRT Realty Trust is the beneficial owner of 1,355,600 common shares (or
approximately 9.2% of the outstanding common shares).
"EPR believes this action is unwarranted, particularly in light of the
success of the company's operating strategy and its strong performance. Revenues
have continued to grow over the last several fiscal quarters, and with the
Company's recent secured financing, EPR has a well-positioned capital structure
for future growth. EPR's prospects are bright, its dividend rate was recently
increased and the price of its shares has risen almost 30 percent on the New
York Stock Exchange this year.
"The company will soon communicate with its shareholders to supply
accurate information in response to BRT Realty's filing and to urge them to
support EPR's nominee to the Board. It will also supply background information
on BRT Realty and Mr. Gould, and EPR's nominating committee's consideration and
rejection of his nomination. In the meantime, EPR has sent a letter to Mr. Gould
in the form attached to this press release requesting further clarification of
Mr. Gould's ability to serve on the Board given the competitive, confidentiality
and loyalty issues that it would raise."
Entertainment Properties Trust is a specialty finance company organized
as a real estate investment trust (REIT) whose principal business strategy is to
acquire and develop a diversified portfolio of high-quality properties leased to
major entertainment-related business operators. The company's common shares of
beneficial interest are traded on the New York Stock Exchange under the ticker
symbol EPR. The Entertainment Properties Trust company address is 30 Pershing
Road, Suite 201, Kansas City, Missouri 64108. 888-EPR-REIT. FAX 816-472-5794.
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EPR HAS NOT YET FILED ITS DEFINITIVE PROXY STATEMENT WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION RELATING TO EPR'S SOLICITATION OF PROXIES
FROM THE SHAREHOLDERS OF EPR FOR USE AT THE 2001 ANNUAL MEETING. EPR STRONGLY
ADVISES ITS SHAREHOLDERS TO READ THE FINAL DEFINITIVE PROXY STATEMENT WHEN IT IS
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. WHEN COMPLETED, THE
FINAL DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO ALL EPR
SHAREHOLDERS AND WILL BE AVAILABLE AT NO CHARGE ON THE SEC WEBSITE AT
HTTP://WWW.SEC.GOV. THE PRELIMINARY PROXY STATEMENT, CONTAINING INFORMATION
RELATING TO THE PARTICIPANTS IN EPR'S PROXY SOLICITATION, IS CURRENTLY AVAILABLE
AT NO CHARGE ON THE SEC'S WEBSITE.
Safe Harbor Statement: This press release may include forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995,
identified by such words as "will be," "intend," "continue," "believe," "may,"
"expect," "hope," "anticipate," or other comparable terms. The company's actual
financial condition and results of operations may vary materially from those
contemplated by such forward-looking statements. A discussion of the factors
that could cause actual results to differ materially from those forward-looking
statements is contained in the company's filings with the Securities and
Exchange Commission.
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[EPR LETTERHEAD]
March 20, 2001
By Overnight Mail
Fredric H. Gould
c/o BRT Realty Trust
60 Cutter Mill Road
Great Neck, New York 11010
Dear Mr. Gould:
We were disappointed to see that you decided to solicit
proxies to elect yourself to the Board of Trustees of Entertainment Properties
Trust ("EPR"). In that regard, we assume that you are aware of Section 8 of the
Clayton Act, which provides that:
"(1) No person shall, at the same time, serve as a director or
officer in any two corporations (other than banks, banking
associations, and trust companies) that are -
(A) engaged in whole or in part in commerce; and
(B) by virtue of their business and location of
operation, competitors, so that the elimination of
competition by agreement between them would
constitute a violation of any of the antitrust laws;
if each of the corporations has capital, surplus, and
undivided profits aggregating more than $10,000,000
as adjusted pursuant to paragraph (5) of this
subsection."
Since you are a director of One Liberty Properties, which
states on its website that its investment type includes "stadium style movies
theaters", and since you may have pursued investing in such projects in
competition to EPR through BRT Realty Trust, One Liberty Properties or another
company you are affiliated with, we are seriously concerned.
In this regard, to assist us in further evaluating the
competitive, confidentiality and loyalty concerns raised by your nomination, we
request that you promptly respond to the following questions regarding yourself
and your companies:
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(1) Describe any specific investments in movie theater or
other entertainment or retail real estate projects that you have
considered or have invested in over the last three years.
(2) Describe any discussions you have had with major tenants
of EPR, including AMC, Consolidated Theaters, Edward Theaters, Muvico
Theaters and Loews Cineplex Entertainment, regarding real estate
projects over the last three years.
(3) Describe how you would plan on dealing with confidential
information and business opportunities as a director of competing
companies.
In light of these issues, we will understand if you decide to
take the appropriate actions to withdraw your nomination and terminate your
solicitation. In the meantime, we look forward to your response to determine
what other action needs to be taken.
Very truly yours,
/s/ David Brain
David Brain
Chief Executive Officer