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):
JANUARY 11, 2005
ENTERTAINMENT PROPERTIES TRUST
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(Exact name of company as specified in its charter)
MARYLAND 1-13561 43-1790877
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification Number)
30 WEST PERSHING ROAD, SUITE 201, KANSAS CITY, MISSOURI 64108
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(Address of principal executive offices) (Zip Code)
(816) 472-1700
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(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address if changed since last report)
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On January 14, 2005, the Company filed Articles Supplementary with the
Maryland Department of Assessments and Taxation designating the powers,
preferences and rights of its 7.75% Series B cumulative redeemable preferred
shares of beneficial interest, par value $0.01 per share ("Series B Preferred
Shares"). The Articles Supplementary are attached hereto as Exhibit 4.6.
ITEM 8.01 OTHER EVENTS.
On January 11, 2005, Entertainment Properties Trust (the "Company") entered
into an underwriting agreement (the "Underwriting Agreement") with Bear, Stearns
& Co. Inc., A.G. Edwards & Sons, Inc., RBC Dain Rauscher Inc. and Stifel,
Nicolaus & Company, Incorporated (the "Underwriters") in connection with a
public offering of 3,200,000 of the Company's 7.75% Series B cumulative
redeemable preferred shares of beneficial interest, par value $0.01 per share
(the "Series B Preferred Shares") pursuant to the Company's prospectus
supplement dated January 11, 2005 as filed with the Commission on January 12,
2005. The offering is scheduled to close on January 19, 2005. A Form of the
Underwriting Agreement is attached hereto as Exhibit 1.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DOCUMENT
1.2 Form of Underwriting Agreement dated January 11, 2005 among
the Company, Bear, Stearns & Co. Inc., A.G. Edwards & Sons,
Inc., RBC Dain Rauscher Inc. and Stifel, Nicolaus & Company,
Incorporated for 3,200,000 of EPR's 7.75% Series B
cumulative redeemable preferred shares of beneficial
interest.
4.6 Articles Supplementary designating the powers, preferences
and rights of the 7.75% Series B cumulative redeemable
preferred shares of beneficial interest.
5.3 Form of Opinion of Sonnenschein Nath & Rosenthal LLP as to
the legality of the Series B Preferred Shares to be issued
pursuant to the Underwriting Agreement.
8.1 Form of Opinion of Sonnenschein Nath & Rosenthal LLP
regarding certain U.S. Federal Income Tax Matters in
connection with the issuance and sale of the Series B
Preferred Shares.
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: January 14, 2005 By: /s/ Fred L. Kennon
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Fred L. Kennon
Vice President, Treasurer and
Chief Financial Officer