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) February 4, 2002 Entertainment Properties Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-13561 43-1790877 (Commission File Number) (IRS Employer Identification No.) 30 Pershing Road, Suite 201, Kansas City, MO 64108 (Address of Principal Executive Offices) (Zip Code) (816) 472-1700 (Registrant's Telephone Number, Including Area Code) This report is being filed solely for the purpose of filing Exhibit 1.3 to the registrant's Registration Statement on Form S-3, Registration No. 333-78727. ITEM 7 (c) EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------- 1.3 Underwriting Agreement dated February 4, 2002 between Friedman, Billings, Ramsey and Co., Inc. and the registrant for 2,000,000 common shares of beneficial interest plus 300,000 additional common shares to cover over-allotments 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: February 5, 2002 By: /s/ David M. Brain ------------------ President and Chief Executive Officer EXHIBIT 1.3 Underwriting Agreement dated February 4, 2002 between Friedman, Billings, Ramsey & Co., Inc. and the Registrant. 2