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):
JUNE 22, 2004
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. OTHER EVENTS
On June 22, 2004, Entertainment Properties Trust ("EPR") entered into an
underwriting agreement (the "Underwriting Agreement") with J.P. Morgan
Securities Inc. and RBC Capital Markets Corporation (the "Underwriters")
pursuant to which the Underwriters agreed to purchase an aggregate of 1,000,000
of EPR's common shares of beneficial interest (the "Shares"). The offering is
scheduled to close on June 28, 2004.
On June 23, 2004, EPR filed with the Commission a prospectus supplement,
dated June 22, 2004, with respect to the offering, supplementing EPR's
prospectus dated March 26, 2004, which is part of a "universal shelf"
Registration Statement on Form S-3 (No. 333-113626) filed by EPR with the
Commission. On June 23, 2004, EPR filed the Underwriting Agreement as Exhibit
1.1 to a current report on Form 8-K. The Shares have been approved for listing
on the New York Stock Exchange.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DOCUMENT
5.2 Opinion of Sonnenschein Nath & Rosenthal LLP as to the
legality of the Shares to be issued pursuant to the
Underwriting Agreement.
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: June 25, 2004 By: /s/ Fred L. Kennon
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Fred L. Kennon
Vice President, Treasurer and
Chief Financial Officer