SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): SEPTEMBER 24, 2004 ENTERTAINMENT PROPERTIES TRUST --------------------------------------------------- (Exact name of company as specified in its charter) MARYLAND 1-13561 43-1790877 - ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission file number) (IRS Employer of incorporation) Identification Number) 30 WEST PERSHING ROAD, SUITE 201, KANSAS CITY, MISSOURI 64108 ------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (816) 472-1700 ---------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address if changed since last report) THIS REPORT IS BEING FILED SOLELY FOR THE PURPOSE OF FILING EXHIBIT 8.1 TO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-3, REGISTRATION NO. 333-119160. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NO. DOCUMENT 8.1 Opinion of Sonnenschein Nath & Rosenthal LLP dated September 24, 2004 regarding certain U.S. Federal Income Tax Matters in connection with the issuance and sale of common shares of beneficial interest registered under the Registrant's Registration Statement on Form S-3, Registration No. 333-119160. SIGNATURE 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. Entertainment Properties Trust Date: September 24, 2004 By: /s/ Fred L. Kennon ----------------------------- Fred L. Kennon Vice President, Treasurer and Chief Financial Officer