SCHEDULE 14A
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Entertainment Properties Trust
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________
(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:
_________________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_________________________________________________________________
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):
_________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
5) Total fee paid:
_________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] 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.
1) Amount Previously Paid:
______________________________________________________________
2) Form, Schedule or Registration Statement No.:
______________________________________________________________
3) Filing Party:
______________________________________________________________
4) Date Filed:
______________________________________________________________
<PAGE>
ENTERTAINMENT PROPERTIES TRUST
1200 MAIN STREET, SUITE 3250
KANSAS CITY, MISSOURI 64105
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 13, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Shareholders of Entertainment Properties Trust, a Maryland real
estate investment trust (the "Company"), will be held at the
Leawood Town Center 20 Theatres, located at 11701 Nall, Leawood,
Kansas 66211 on Wednesday, May 13, 1998, commencing at 10:00
A.M., local time, and thereafter as it may from time to time be
adjourned, for the following purposes:
1. To elect a trustee to hold office for a term expiring
at the 2001 Annual Meeting of the Shareholders of the
Company and until his successor is duly elected and
qualified or until his earlier resignation or removal;
2. To consider and act upon ratification and approval of
the selection of the accounting firm of Ernst & Young
LLP as the Company's independent auditors for the year
ending December 31, 1998; and
3. To transact such other business as may properly come
before the meeting and any adjournment or adjournments
thereof.
The Board of Trustees of the Company has fixed the close of
business on March 17, 1998 as the record date for determination
of the shareholders entitled to notice of, and to vote at, the
Annual Meeting and any adjournment or adjournments thereof.
All shareholders are cordially invited to attend the
meeting. Whether or not you intend to be present at the meeting,
the Board of Trustees of the Company solicits you to sign, date
and return the enclosed proxy card promptly. A prepaid return
envelope is provided for this purpose. You may revoke your proxy
at any time before it is exercised and it will not be used if you
attend the meeting and prefer to vote in person. Your vote is
important and all shareholders are urged to be present in person
or by proxy.
By Order of the Board of Trustees
David M. Brain
Secretary and Chief
Financial Officer
March 30, 1998
Kansas City, Missouri
<PAGE>
ENTERTAINMENT PROPERTIES TRUST
1200 MAIN STREET, SUITE 3250
KANSAS CITY, MISSOURI 64105
__________________
PROXY STATEMENT
__________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 1998
__________________
INTRODUCTION
This Proxy Statement is being furnished to the shareholders
of Entertainment Properties Trust, a Maryland real estate
investment trust ("EPT" or the "Company"), in connection with the
solicitation of proxies by the Board of Trustees of the Company
for use at the Annual Meeting of Shareholders to be held on
Wednesday, May 13, 1998, and at any adjournment or adjournments
thereof (the "Annual Meeting"). The Annual Meeting will commence
at 10:00 a.m., local time, and will be held at the Leawood Town
Center 20 Theatres (one of the Company's portfolio properties),
located at 11701 Nall, Leawood, Kansas 66211.
This Proxy Statement and the enclosed form of proxy were
first mailed to the Company's shareholders on or about April 15,
1998.
PROXIES
You are requested to complete, date and sign the enclosed
form of proxy and return it promptly to the Company in the
enclosed postage prepaid envelope. Shares represented by
properly executed proxies will, unless such proxies previously
have been revoked, be voted in accordance with the shareholders'
instructions indicated in the proxies. If no instructions are
indicated, such shares will be voted in favor of the election of
the nominee for trustee named in this Proxy Statement, in favor
of ratifying the selection of the accounting firm of Ernst &
Young LLP as the Company's independent auditors for the current
year, and, as to any other matter that properly may be brought
before the Annual Meeting, in accordance with the discretion and
judgment of the appointed proxies. A shareholder who has given a
proxy may revoke it at any time before it is exercised at the
Annual Meeting by filing written notice of revocation with the
Secretary of the Company, by executing and delivering to the
Secretary of the Company a proxy bearing a later date, or by
appearing at the Annual Meeting and voting in person.
VOTING AT THE MEETING
For purposes of voting on the proposals described herein,
the presence in person or by proxy of shareholders holding a
majority of the Company's total outstanding common shares of
beneficial interest, $0.01 par value per share (each a "Share"
and collectively the "Shares"), shall constitute a quorum at the
Annual Meeting. Only holders of record of Shares as of the close
of business on March 17, 1998 (the "Record Date"), are entitled
to notice of, and to vote at, the Annual Meeting or any
adjournment or adjournments thereof. As of <PAGE> the Record Date,
13,860,100 Shares were outstanding and entitled to be voted at
the Annual Meeting. Each Share is entitled to one vote on each
matter properly to come before the Annual Meeting. Shares
represented by a proxy which directs that the Shares be voted to
abstain or to withhold a vote on any matter will be counted in
determining whether a quorum is present. Shares as to which
there is a broker non-vote (i.e., when a broker holding Shares
for clients in street name is not permitted to vote on certain
matters without instruction) also will be counted for quorum
purposes.
Trustees are elected by a plurality (a number greater than
those cast for any other candidates) of the votes cast, in person
or by proxy, of shareholders entitled to vote at the Annual
Meeting for that purpose. The affirmative vote of a majority of
the Shares, represented in person or by proxy and entitled to
vote at the Annual Meeting, is required for (i) the ratification
of the selection of Ernst & Young LLP as the Company's
independent auditors, and (ii) the approval of such other matters
as may properly come before the Annual Meeting or any adjournment
thereof.
A shareholder entitled to vote for the election of the
trustee may withhold authority to vote for the nominee for
trustee. In addition, a shareholder entitled to vote with
respect to any other matters at the Annual Meeting may abstain
from voting on such matters. With respect to the election of the
trustee, votes withheld from the nominee will be excluded from
the vote and will have no effect. Abstentions from the proposal
to approve the ratification of the selection of the Company's
independent auditors or any other proposal shall be treated as
votes against the particular proposal. Broker non-votes on any
proposal to be voted on at the Annual Meeting are treated as
Shares as to which voting power has been withheld by the
respective beneficial holders and, therefore, as Shares not
entitled to vote on the proposal as to which there is the broker
non-vote.
SOLICITATION OF PROXIES
This solicitation of proxies for the Annual Meeting is being
made by the Company's Board of Trustees. The Company will bear
all costs of such solicitation, including the cost of preparing
and mailing this Proxy Statement and the enclosed form of proxy.
After the initial mailing of this Proxy Statement, proxies may be
solicited by mail, telephone, telegram, facsimile transmission or
personally by trustees, officers, employees or agents of the
Company. Brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward soliciting materials to
beneficial owners of Shares held of record by them, and their
reasonable out-of-pocket expenses, together with those of the
Company's transfer agent, will be paid by the Company.
A list of shareholders entitled to vote at the Annual
Meeting will be available for examination at least ten days prior
to the date of the Annual Meeting during normal business hours at
the principal executive offices of the Company located at 1200
Main Street, Suite 3250, Kansas City, Missouri. The list also
will be available at the Annual Meeting.
ITEM 1
ELECTION OF TRUSTEE
The Company's Board of Trustees currently consists of five
trustees. The Declaration of Trust of the Company divides the
Board of Trustees into three classes of trustees, with the
trustees serving staggered terms of three years and until their
respective successors are duly elected and qualified or until
their respective earlier resignation or removal; provided,
however, the initial Class I trustees were elected to a one-year
term (expiring <PAGE> in 1998), the initial Class II trustees were
elected to a two-year term (expiring in 1999), and the initial
Class III trustees were elected to a three-year term (expiring in
2000). The present term of Scott H. Ward, the one trustee in
Class I, expires at this Annual Meeting. Trustees in Class II
(Robert L. Harris and Robert J. Druten) and Class III (Peter C.
Brown and Charles S. Paul) have been elected to terms expiring at
the time of the annual meetings of shareholders in 1999 and 2000,
respectively.
One of the purposes of this Annual Meeting is to elect a
trustee in Class I to serve for a three-year term expiring at the
annual meeting of shareholders in 2001 and until his successor is
duly elected and qualified or until his earlier resignation or
removal. The Board of Trustees has designated Scott H. Ward as
the nominee proposed for election at the Annual Meeting. Unless
authority to vote for the nominee is withheld, it is intended
that the Shares represented by properly executed proxies in the
form enclosed will be voted for the election as trustee of the
nominee. In the event that the nominee should become unavailable
for election, it is intended that the Shares represented by the
proxies will be voted for the election of such substitute nominee
as may be designated by the Board of Trustees, unless the
authority to vote for the nominee who has ceased to be a
candidate has been withheld. The nominee has indicated his
willingness to serve as a trustee if elected, and the Board of
Trustees has no reason to believe that the nominee will be
unavailable for election.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF SCOTT H. WARD AS THE TRUSTEE OF CLASS I.
The Company's Declaration of Trust and Bylaws provide that
advance notice of shareholder nominations for the election of
trustees must be given. With respect to this Annual Meeting,
written notice of a shareholder's intent to make a nomination at
the meeting must be received by the Company's Secretary at the
Company's principal executive offices not later than the close of
business on April 24, 1998. At future meetings of shareholders,
notice of nominations or other business to be brought before the
meeting must be delivered to the Company's Secretary at the
Company's principal executive offices not later than 60 days nor
earlier than 90 days prior to the first anniversary of the
previous year's annual meeting. In the event that the date of
the annual meeting of shareholders is advanced by more than 30
days or delayed by more than 60 days from such anniversary date,
however, notice by the shareholder to be timely must be so
delivered not earlier than the close of business on the 90th day
prior to such annual meeting and not later than the close of
business on the later of the 60th day prior to such annual
meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made by the
Company. In no event will the public announcement of a
postponement or adjournment of an annual meeting to a later date
or time commence a new time period for the giving of a
shareholder's notice as described above. However, in the event
that the number of trustees to be elected to the Board of
Trustees is increased and there is no public announcement by the
Company naming all of the nominees for trustee or specifying the
size of the increased Board of Trustees at least 70 days prior to
the first anniversary of the preceding year's annual meeting, a
shareholder's notice will be considered timely, but only with
respect to nominees for any new positions created by such
increase, if it is delivered to the Secretary at the principal
executive offices of the Company not later than the close of
business on the tenth day following the day on which such public
announcement is first made by the Company.
The shareholder's notice of nomination must contain (i) as
to each person whom the shareholder proposes to nominate for
election or reelection as a trustee all information relating to
such person that is required to be disclosed in solicitations of
proxies for election of trustees in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a trustee if
elected); (ii) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons
for conducting such business <PAGE> at the meeting and any material
interest in such business of such shareholder and of the
beneficial owner, if any, on whose behalf the proposal is made;
and (iii) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made, (x) the name and address of such shareholder,
as they appear on the Company's books, and of such beneficial
owner and (y) the number of each class of Shares of the Company
which are owned beneficially and of record by such shareholder
and such beneficial owner. If no such notice has been received,
the chairman of the Annual Meeting is entitled to refuse to
acknowledge the nomination of any person which is not made in
compliance with the foregoing procedure. The Board of Trustees
does not know if, and has no reason to believe that, anyone will
attempt to nominate another candidate for trustee at this Annual
Meeting.
THE NOMINEE AND TRUSTEES CONTINUING IN OFFICE
The following table sets forth certain information with
respect to the person nominated by the Board of Trustees for
election as a Class I trustee at the Annual Meeting and each
trustee whose term of office will continue after the Annual
Meeting.
PRESENT
POSITION
WITH THE TRUSTEE
NAME AGE COMPANY SINCE
NOMINEES
CLASS I: TERM TO EXPIRE IN 2001
Scott H. Ward 40 Trustee 1997
DIRECTORS CONTINUING IN OFFICE
CLASS II: TERM TO EXPIRE IN 1999
Robert L. Harris 39 President, Chief
Development Officer 1997
and Trustee
Robert J. Druten 50 Trustee 1997
CLASS III: TERM TO EXPIRE IN 2000
Peter C. Brown 39 Chairman of the Board
of Trustees 1997
Charles S. Paul 48 Trustee 1997
The business experience of each of the trustees of the
Company during the last five years is as follows:
Scott H. Ward has served as Co-President of Russell Stover
Candies, Inc. and Whitman's Candies, Inc. since 1993 and as a Vice
President of Castle Mountain Ranch, Inc. since 1981. From
March 1993 to January 1997 he additionally served as the Chief
Financial Officer of Russell Stover Candies, Inc. and Whitman's
Candies, Inc. From 1981 to 1993 he served as a Vice President of
Russell Stover Candies, Inc. Mr. Ward received a Bachelor of
Science in business from the University of Kansas and a Masters of
Business Administration from the University of Texas.
Robert L. Harris has served as President, Chief Development
Officer and Trustee of the Company since August 1997. From 1992
until joining the Company, he was employed by AMC Entertainment,
Inc. ("AMCE"), most recently serving as a Senior Vice President of
AMCE's subsidiary, American Multi-Cinema, Inc. ("AMC") in charge of
its international efforts. From 1980 to 1992, Mr. Harris was
employed by Carlton Browne & <PAGE> Company, a California-based real
estate developer, serving as its President from 1985 to 1992.
During such employment, Mr. Harris was in charge of development
projects totaling in excess of 3.0 million square feet, including
more than 900,000 square feet of commercial/retail development.
Mr. Harris is a director of Imperial Bancorp's Financial Group and
serves on the Board of Pepperdine University's George L. Graziadio
School of Business and Management. Mr. Harris is an alumnus of the
University of Southern California. Mr. Harris is a member of the
International Council of Shopping Centers (ICSC) and was a speaker
at the last two regional conferences on Entertainment Themed Retail
Centers ("ETRCs").
Robert J. Druten is currently Vice President-Administration,
Chief Financial Officer and a Corporate Officer of Hallmark Cards
Incorporated. From 1991 to 1994, Mr. Druten served as Executive
Vice President and Chief Financial Officer of Crown Media, Inc., a
cable communications subsidiary of Hallmark Cards. From 1989 to
1991, Mr. Druten served as Vice President of Corporate Development
and as a Corporate Officer of Hallmark. Mr. Druten is a member of
the Hallmark Cards Holdings, Ltd. board of directors and a member
of the Hallmark Entertainment, Inc. board of directors. Mr. Druten
received a Bachelor of Arts in economics from University of Kansas
and a Masters in Business Administration from Rockhurst College.
Peter C. Brown has served as Chairman of the Board of Trustees
of the Company since August 1997 and as a Director of AMCE and AMC
since 1992. Mr. Brown was appointed President of AMCE on
January 10, 1997. Mr. Brown served as Executive Vice President of
AMCE from 1994 to 1997. Mr. Brown has served as Executive Vice
President of AMC since 1994, and as Chief Financial Officer of AMCE
and AMC since 1991. Mr. Brown served as Senior Vice President of
AMCE and AMC from 1991 until his appointment as Executive Vice
President in August 1994. Mr. Brown served as Treasurer of AMCE and
AMC from 1992 through 1994. Mr. Brown served as a consultant to
AMCE from October 1990 to October 1991. Prior to serving as a
consultant to AMCE, Mr. Brown was a Vice President at DJS
Inverness, Inc., an investment banking firm located in New York
City. Mr. Brown is a graduate of the University of Kansas.
Charles S. Paul has served as Chairman and Chief Executive
Officer of Sega Gameworks, L.L.C. since 1996. Prior to that time,
Mr. Paul served as Executive Vice President and a Director of MCA
Inc. Before joining MCA in 1985, Mr. Paul served in various
positions at Atari Inc., including President of the coin-operated
game division. Mr. Paul also serves as a director of National Golf
Properties, Inc.
ARRANGEMENTS OR UNDERSTANDINGS
There is no arrangement or understanding between any trustee
and any other person pursuant to which such trustee was selected as
a trustee.
COMPENSATION OF TRUSTEES
The Company pays an annual retainer of $18,000 to each of its
trustees who is not an officer or employee of the Company or any of
its affiliates (a "Non-Employee Trustee"). The annual retainer is
to be paid 50% in cash and 50% in Shares. A Non-Employee Trustee
may elect to receive all of the retainer in Shares and may also
elect to defer payment of his annual retainer under the Company's
Deferred Compensation Plan for Non-Employee Trustees (the "Deferred
Compensation Plan"). Such trustees also receive $1,000 for each
Board meeting attended, which is paid in cash. Non-employee
chairpersons of Board committees will receive $1,250 payable in
cash for each committee meeting attended and non-employee members
of the Board committees will receive $750 payable in cash for each
committee meeting attended. Employees of the Company or its
affiliates who are trustees will not be paid any trustee fees.
Trustees will be reimbursed for any out-of-town travel expenses
incurred in connection with attendance at Board meetings. In
addition, pursuant to the Company's 1997 <PAGE> Share Incentive Plan, each
Non-Employee Trustee was entitled to receive an option to purchase
10,000 Shares on the effective date of the Company's Registration
Statement for its initial public offering (or the date such person
first became a Non-Employee Trustee) and will automatically receive
an option to purchase 3,333 Shares on the date of each subsequent
annual meeting of shareholders at a price per Share equal to the
closing price on such annual meeting date. The initial options
awarded to Non-Employee Trustees vest in equal increments over a
three year period. Annual options granted to Non-Employee Trustees
vest after one year. Such options will expire after ten years
unless sooner terminated by reason of the trustee's termination of
service as a trustee. Except in the case of disability or death,
such options terminate 90 days after termination of service. In
the event of disability or death, they will terminate one year
after such event. Notwithstanding the foregoing, upon a change in
control of the Company, all options become vested and exercisable
in full.
Pursuant to the Deferred Compensation Plan, each Non-Employee
Trustee may elect to defer all or a portion of his or her annual
retainer and meetings fees earned as a member of the Board of
Trustees. All amounts deferred under the Deferred Compensation
Plan will be credited to each participant's share unit account
which will be based on the number of Shares that a participant has
elected to defer and the amount of any cash a participant elected
to defer if such cash were converted into Shares based on the value
of the Shares on the date of deferral. Any dividends paid on the
Shares during the term of the Deferred Compensation Plan will be
deemed to be paid on Share units held in a participant's share unit
account and such dividends will be converted into additional Share
units. When a participant elects to participate in the Deferred
Compensation Plan, he must elect whether he will receive payments
from the Plan after termination of his status as a trustee in a
lump-sum or in substantially equal payments over a period not to
exceed 10 years. Notwithstanding the foregoing, upon a change in
control of the Company, all amounts will be paid in a lump-sum
following termination. All payments made under the Deferred
Compensation Plan will be made in Shares equal in number to the
number of share units allocated to a participant's share unit
account; provided, however, that cash payments will be made in lieu
of fractional shares.
MEETINGS OF THE BOARD AND COMMITTEES
During 1997 the Board of Trustees of the Company held one
meeting which was attended by all the trustees. No meetings of
committees of the Board of Trustees were held during 1997. It
should be noted that the Company's trustees discharge their
responsibilities throughout the year, not only at Board of Trustee
and committee meetings, but also through personal meetings and
other communications with members of management and others
regarding matters of interest and concern to the Company.
Pursuant to the Company's Bylaws, the Board of Trustees has
established Audit and Compensation Committees of the Board of
Trustees. There currently is not an Executive Committee or
committees performing similar functions of the Board of Trustees.
The Audit Committee assists the Board of Trustees in
fulfilling its responsibilities with respect to the Company's
accounting and financial reporting practices and in addressing the
scope and expense of audit and related services provided by the
Company's independent auditors. The Audit Committee is responsible
for recommending the appointment of the Company's independent
auditors and reviewing the terms of their engagement, reviewing the
Company's policies and procedures with respect to internal
auditing, accounting and financial controls and reviewing the scope
and results of audits and any auditor recommendations. The current
members of the Audit Committee are Robert J. Druten, Chairman, and
Charles S. Paul. The Audit Committee was created on December 16,
1997, but did not meet in 1997.
<PAGE>
The Compensation Committee makes recommendations to the Board
of Trustees regarding the compensation and benefits of the
Company's executive officers and members of the Board of Trustees.
The current members of the Compensation Committee are Robert J.
Druten, Chairman, and Scott H. Ward. The Compensation Committee
was created on December 16, 1997, but did not meet in 1997.
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
The following table sets forth for the year ended December 31,
1997, the compensation of the Company's President and of each of
the Company's other most highly compensated executive officers
whose remuneration for 1998 will be in excess of $100,000 for
services to the Company in all capacities:
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
Other Securities
Name and Annual Restricted Underlying All Other
Principal Compen- Share Options/ LTIP Compen-
Position Year Salary/1/ Bonus sation Award(s)($)/2/ SARs(#)/3/ Payouts sation
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert L.
Harris
President,
Chief
Development
Officer and
Trustee 1997 $225,000 /4/ -- $800,000 40,000 -- --
David M.
Brain
Chief
Financial
Officer 1997 $175,000 /4/ -- $400,000 20,000 -- --
/1/ Amounts given are annualized salaries effective for the year ended December 31, 1997.
/2/ These Shares are entitled to receive distributions to the extent paid by the Company.
/3/ All options will vest in 20% increments at the end of each of the first five years following the public
offering, and will be exercisable at a price per Share equal to the initial public offering price per
Share.
/4/ Amount of bonus is contingent on performance measures. See "Compensation Programs Annual Incentive
Program."
<TABLE\>
Employment Agreements
The Company has entered into employment agreements with Robert
L. Harris and David M. Brain, pursuant to which Mr. Harris will
serve as the President and Chief Development Officer and Mr. Brain
will serve as the Chief Financial Officer of the Company, each for
a period of two years (extendable at the option of the Company) at
an initial annual compensation of $225,000 and $175,000,
respectively, subject to any increases in base compensation
approved by the Compensation Committee. Upon consummation of
certain formation transactions, Mr. Harris and Mr. Brain will
receive a signing bonus of $40,000 and $30,000, respectively. Such
agreements provide for awards under the Entertainment Properties
Trust 1997 Share Incentive Plan (the "Share Incentive Plan")
described below under "Compensation Programs Share Incentive Plan
Awards Made Under the Share Incentive Plan" and for annual
performance-based bonuses at maximum, target and threshold levels
equal to 60%, 40% and 20% of base salary for Mr. Harris and 40%,
20% and 10% of base salary for Mr. Brain. Under such agreements, if
either Mr. Harris or Mr. Brain is terminated by the Company without
cause or if either terminates his employment as a result of a
material <PAGE> breach of his employment agreement by the Company, he will
be entitled to receive an amount equal to his base salary plus
target performance bonus over the unexpired term of his employment
agreement.
COMPENSATION PROGRAMS
The Company has implemented various compensation programs (the
"Compensation Programs") to attract and retain trustees, executive
officers and other key employees of the Company, to provide
incentives to such persons to maximize the Company's Funds from
Operations and to enable trustees, executive officers and other key
employees of the Company to participate in the ownership of the
Company. The Annual Incentive Program provides for the payment of
certain incentive payments based on performance. The Share
Incentive Plan provides executive officers the opportunity to
purchase Shares (the "Share Purchase Program"), the grant of
restricted Shares or restricted share units (the "Restricted Share
Program") and the award to executive officers and other key
employees of the Company of nonqualified options and incentive
options to purchase Shares (the "Share Option Program"). The Share
Incentive Plan also provides for performance-based restricted Share
and unit awards and other awards whose value is based on Shares and
which may be paid in cash or Shares or a combination thereof.
Performance-based Share and unit awards under the Share Incentive
Plan may be based upon the same criteria as awards under the Annual
Incentive Program described below. The maximum number of
performance Shares subject to an award to an employee subject to
the deductibility limitations of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code") will not exceed
250,000 for each 12 months during a performance period (or, to the
extent such award is paid in cash, the maximum dollar amount of
such award is the equivalent cash value of such number of Shares).
Upon the occurrence of a change in control of the Company, all
performance conditions will be deemed satisfied. No such awards are
presently contemplated, however.
The Compensation Programs will be administered by the
Compensation Committee, which is authorized to select from among
the eligible employees of the Company individuals to whom incentive
and other Share-based awards are to be granted and to determine the
number of Shares to be subject thereto and the terms and conditions
thereof. The Compensation Committee is also authorized to adopt,
amend and rescind rules relating to the administration of any such
compensation programs. No member of the Compensation Committee is
eligible to participate in any Compensation Program other than as
a non-employee trustee of the Company.
ANNUAL INCENTIVE PROGRAM. The Annual Incentive Program
provides for incentive payments to employees designated by the
Compensation Committee. Such payments may not exceed $300,000 or
60% of the employee's base salary, whichever is less, and will be
based on performance measured against a target or the achievement
of certain strategic objectives relating to one or more of the
following criteria: revenue, revenue growth, EBITDA, EBITDA growth,
Funds from Operations, Funds from Operations per Share and per
Share growth, Cash Available for Distribution, Cash Available for
Distribution per Share and per Share growth, net earnings, earnings
per share, earnings per share growth, return on equity, return on
assets, share price performance on an absolute basis and relative
to an index, attainment of expense levels and completion of
critical projects. For the Company's initial fiscal year, awards
will be based on Funds from Operations. Maximum, target and
threshold levels will be set for each participant at the time of
grant. Such levels will be 60%, 40%, and 20% of base salary for
Mr. Harris and 40%, 20% and 10% of base salary for Mr. Brain. All
or part of the incentive payments may be paid in unrestricted
Shares at the participant's option.
SHARE INCENTIVE PLAN. Pursuant to the Share Incentive Plan,
employees and trustees of the Company or any of its subsidiaries
are eligible to receive options, restricted Shares, restricted
Share units, performance Shares, performance Share units and other
Share awards or awards based on the value of the Shares. The
purpose of the Share Incentive Plan is to enable the Company to
attract and retain employees and trustees of outstanding ability
and to provide employees and trustees with an interest in the
Company parallel to that of the Company's shareholders.
<PAGE>
SHARE PURCHASE PROGRAM. Pursuant to the Share Incentive Plan,
the Company may provide participants the opportunity to purchase
Shares at the fair market value of such Shares at time of purchase.
Such Shares may be subject to certain transfer restrictions and
other conditions as the Compensation Committee may determine at the
time of grant. It is the intention of the Company that after five
years, participation by certain officers in the Share Incentive
Plan will be contingent upon his or her ownership of Shares with a
value equal to a multiple of the executive's then existing base
salary.
RESTRICTED SHARE PROGRAM. Pursuant to the Share Incentive
Plan, the Company may grant restricted Shares or restricted Share
units from time to time to employees of the Company. Restricted
Shares and restricted Share units shall be subject to such terms
and conditions as the Compensation Committee may determine at the
time of grant. Restricted Shares may also be sold to participants
at various prices (or issued without monetary consideration) and
may be made subject to such restrictions as may be determined by
the Compensation Committee. In general, restricted Shares may not
be sold or otherwise transferred or hypothecated until the
restrictions are removed by the Compensation Committee or expire.
Grantees of restricted Shares, unlike recipients of Share options,
will have voting rights and will receive distributions declared by
the Company prior to the time such restrictions lapse. All
restrictions on restricted Shares lapse upon the occurrence of a
change in control, as defined in the Share Incentive Plan.
Restricted Share units may be paid in cash or Shares or a
combination thereof, all at the discretion of the Compensation
Committee.
SHARE OPTION PROGRAM. Pursuant to the Share Incentive Plan,
the Company may grant options to purchase Shares from time to time
to employees of the Company. Options may be either nonqualified
options or incentive options (for employees only) and may also be
issued to participants at various prices and may be made subject to
such restrictions as may be determined by the Compensation
Committee.
Nonqualified options, if granted, will provide for the right
to purchase Shares at a specific price that may be less than the
fair market value of Shares on the grant date and usually will
become exercisable in installments after the grant date.
Nonqualified options may be granted for any reasonable term, not to
exceed ten years, and may be transferrable in certain limited
circumstances.
Incentive options, if granted, will be designed to comply with
the "incentive stock option" provisions of the Code and will be
subject to restrictions contained therein, including that the
exercise price must generally equal at least 100% of the fair
market value of Shares on the grant date and that the term
generally must not exceed ten years. Incentive options may be
modified after the grant date to disqualify them from treatment as
"incentive stock options."
SHARES SUBJECT TO THE SHARE INCENTIVE PLAN. A maximum of
1,500,000 Shares (including the 270,000 Shares awarded or reserved
pursuant to the awards made prior to the consummation of the
Company's public offering), subject to adjustment in the event of
certain corporate events, are reserved for issuance under the Share
Incentive Plan. The limit on the number of shares subject to
options granted to any one individual is 750,000 shares so long as
the grant does not violate the ownership limit or cause the Company
to fail to qualify as a REIT for federal income tax purposes.
AWARDS MADE UNDER THE SHARE INCENTIVE PLAN. Prior to the
consummation of the public offering, pursuant to the Share
Incentive Plan and the award agreements entered into thereunder,
the Company lent approximately $1.6 million to Robert L. Harris to
purchase 80,000 Shares at the initial public offering price
pursuant to the Share Purchase Program. In addition, Mr. Harris was
granted (i) 40,000 restricted Shares pursuant to the Restricted
Share Program and (ii) options to purchase 40,000 Shares pursuant
to the Share Option Program.
Prior to the consummation of the public offering, pursuant to
the Share Incentive Plan and the award agreements entered into
thereunder, the Company lent approximately $800,000 to David M.
Brain to purchase 40,000 Shares at the initial public offering
price pursuant to the Share Purchase Program. In addition,
Mr. Brain was granted <PAGE> (i) 20,000 restricted Shares pursuant to the
Restricted Share Program and (ii) options to purchase 20,000 Shares
pursuant to the Share Option Program.
The borrowings by Mr. Harris and Mr. Brain to purchase Shares
are evidenced by full recourse notes bearing interest at 6.1% per
annum. Interest accumulates and is added to principal. The notes
are payable in three annual installments commencing on the third
and ending on the fifth anniversary date of the notes. The
Compensation Committee may forgive a note after application of
proceeds from the sale of shares following a change in control or
termination of employment by reason of death, disability, normal
retirement or without cause.
The term of the options granted to Mr. Harris and Mr. Brain is
ten years from the date of grant. Each such option vests in 20%
increments at the end of each of five years following the public
offering, and will be exercisable at a price per Share equal to the
initial public offering price. Upon the occurrence of a change in
control, all options will automatically become vested and
exercisable in full and all restrictions on restricted Shares will
lapse. Restricted Shares will vest after five years, provided that
the Compensation Committee may accelerate vesting of any or all of
the Restricted Shares at its discretion. All unvested options held
by either Mr. Harris or Mr. Brain will vest and all restrictions
with respect to Restricted Shares held by either of them will lapse
upon the occurrence of such executive officer's death, separation
from service due to disability, termination of employment by the
Company without cause, or termination of employment following a
material breach by the Company of the terms of his employment
agreement. All unvested options held by Mr. Harris also will vest
and all restrictions with respect to Restricted Shares held by him
will lapse if he resigns following appointment of a chief executive
officer from outside the Company. Unvested options and restricted
Shares will be forfeited if the executive officer sells the Shares
purchased pursuant to the Share Purchase Program during the
five-year period subsequent to grant. The Shares purchased by Mr.
Harris and Mr. Brain pursuant to the Share Purchase Program may not
be sold for two years following the consummation of certain
formation transactions without the written consent of the Company,
except upon a change in control or termination by reason of death,
disability or normal retirement.
Participation by Mr. Harris and Mr. Brain in the Share
Purchase Program after five years will be contingent upon the
ownership of Shares with a value equal to five times base salary
for Mr. Harris and two and one-half times base salary for Mr.
Brain.
In addition, Non-Employee Trustees will be granted
nonqualified options pursuant to the Share Incentive Plan, as
described above.
COMPENSATION COMMITTEE REPORT
The following report has been prepared by the Compensation
Committee of the Board of Trustees, which has general
responsibility for the establishment, direction and administration
of all aspects of the compensation policies and programs for the
Company's executive officers. During 1997, the Compensation
Committee was composed of two independent trustees, neither of whom
is an officer or employee of the Company. Certain executive
officers of the Company may attend meetings of the Compensation
Committee, but are not present during discussions or deliberations
regarding their own compensation. The Compensation Committee meets
at least annually or more frequently as the Company's Board of
Trustees may request.
INTRODUCTION
The Compensation Committee of the Board of Trustees of the
Company is composed of two independent non-employee Trustees. The
Committee is responsible for developing the executive compensation
strategy of the Company and monitoring its implementation.
<PAGE>
COMPENSATION PHILOSOPHY
The Company's executive compensation philosophy has several
key objectives:
. To create a well-balanced and competitive compensation
program that utilizes:
-- Base salary,
-- Annual incentives, and
-- Share awards;
. To reward executives for performance on those internal
measures which are believed to lead to increases in
shareholder value;
. To ensure that executives are focused on providing
appropriate dividend levels and increasing share price
through the use of share awards;
. To create alignment between the interests of executives
and those of the Company's shareholders by requiring
share ownership on the part of key executives.
In determining the appropriate compensation levels for the 1997
fiscal year, a third party consulting firm was used to compare EPT
compensation to that in a group of REITs with comparable market
capitalization. Several of those REITs are also included in the
performance graph set forth elsewhere in this proxy statement. EPT
compensation levels were targeted at the average for this
comparison group of companies for positions with similar job size
and job responsibilities.
COMPENSATION PROGRAMS
For the 1997 fiscal year, the Company used the following
compensation programs to meet its compensation objectives for
executive officers:
Base Salary. Base salary midpoints for executive officers
were set at the average for the comparison group for positions with
similar job size and job responsibilities. Actual base salaries
were set within a pre-determined range around the midpoint to
reflect each executive officer's previous experience. In the
future, the performance of the Company will be considered, in
addition to other factors, in determining each executive officer's
base salary.
Annual Incentive. For the 1997 fiscal year, no annual
incentive plan was in place. In future years, an annual incentive
plan will be included in the overall executive compensation
package. Measures of Company performance will be established for
determining awards under the plan.
Share Awards. The executive officers participated in the
following share program:
Each executive officer was given the opportunity to purchase
shares. To facilitate the purchase of these shares, the Company
provided each executive officer with a full-recourse loan with
interest set at the applicable federal rate. Loan repayment is
scheduled for the third, fourth, and fifth anniversary of the loan.
For every two shares purchased through the program, each
executive officer received one share of restricted stock and one
stock option. The restricted shares vest at the end of the fifth
year after grant and the stock options vest in equal installments
of 20% per year, beginning on the first anniversary of the grant.
Vesting on the shares of restricted stock may be accelerated at the
discretion of the Compensation Committee. The Compensation
Committee has not chosen to accelerate any executive officer's
vesting at this time.
<PAGE>
In return for participation in this program, (which is
intended to provide share awards for the next five years), each
executive must meet specified share ownership guidelines (five
times base salary for the President and two and one-half times base
salary for the Chief Financial Officer) at the end of five years.
COMPENSATION FOR THE PRESIDENT
As President, Mr. Harris was compensated during 1997 pursuant
to an employment agreement entered into in November 1997. This
agreement, which extends through November 1999, with provision for
one-year extensions which may be exercised commencing November
1998, provides for an annual base salary of $225,000, a signing
bonus of $40,000, and participation in the Annual Incentive Program
beginning with the 1998 fiscal year. In addition, the agreement
provided that the President would purchase 80,000 shares and
receive 40,000 stock options which vest in 20% installments over
five years plus 40,000 shares of restricted stock which vest at the
end of five years, unless the Compensation Committee chooses to
accelerate vesting. The President received a full-recourse loan
from the Company with a five year term and payments of principal
and accrued interest due on the third, fourth, and fifth
anniversary of the loan. The employment agreement also provides
that the President will retain share ownership equal to five times
his base salary at the end of five years.
IMPACT OF INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Code generally limits deductions for
federal income tax purposes by publicly held corporations to
$1 million dollars of compensation paid to each of the executive
officers listed in the corporation's summary compensation table
unless compensation in excess of that amount is "performance based"
as defined in Section 162(m). Section 162(m) provides, however,
for a transition period of up to approximately three years after a
company becomes public before the limitations of Section 162(m)
become fully applicable to the company.
Although the Compensation Committee has attempted to design
the Company's executive compensation programs so that compensation
received pursuant to the compensation program will be deductible in
the future under Section 162(m) of the Code, in certain
circumstances, it may not be possible or practicable or in the
Company's best interests to so qualify compensation programs. In
any event, the Compensation Committee anticipates that treatment
under Section 162(m) of the Code will not be an issue in the near
term because generally no executive officer's non-performance-based
compensation is anticipated to exceed $1,000,000 in any one year
for the foreseeable future.
Compensation Committee:
Robert J. Druten
Scott H. Ward
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As discussed above under "Compensation Committee Report," the
Compensation Committee has general responsibility for the
establishment, direction and administration of all aspects of the
compensation policies and programs for the Company's executive
officers. During 1997, the members of the Compensation Committee
were Messrs. Druten and Ward. Neither member of the Compensation
Committee was, during 1997, an officer or employee of the Company
or any of its subsidiaries, or otherwise was formerly an officer of
the Company or any of its subsidiaries.
COMPANY PERFORMANCE
The following performance graph shows a comparison of
cumulative total returns for the Company, the S&P 500 index and an
index of peer companies which are all real estate investment trusts
("REITs") for the period from <PAGE> November 18, 1997 (the date that the
Company's common shares of beneficial interest began trading on the
New York Stock Exchange) through December 31, 1997.
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURNS
(EPT, S&P 500, Peer Group)
[PERFORMANCE GRAPH]
Source: Carl Thompson Associates www.ctaonline.com
(303) 494-5472. Data from Bloomberg
Financial Markets
<PAGE>
The cumulative total return on investment for the Company, the
S&P 500 index and an index of peer companies is based on the stock
price or index at November 18, 1997. The performance graph assumes
that the value of an investment in the Company's Shares and each
index was $100 at November 18, 1997 and that all dividends were
reinvested. The information presented in the performance graph is
historical in nature and is not intended to represent or guarantee
future returns.
The performance graph compares the performance of the Company
with that of the S&P 500 index and an index of peer companies
selected by the Company. Companies in the peer group index are
Golf Trust, National Golf, Common Net, Tri Net, CCA Prison, and
Franchise Finance Corporation of America (all REITs).
The comparison of cumulative total returns presented in the
above graph was plotted using the following index values and Share
or common stock price values:
November 18, December 31,
1997 1997
Entertainment Properties Trust $100.00 $ 98.00
S&P 500 index $100.00 $104.00
Peer Group index $100.00 $122.00
OWNERSHIP OF COMPANY SHARES
The following tables set forth certain information as of March
17, 1998 regarding the beneficial ownership of the Shares by each
person known to the Board of Trustees to own beneficially 5% or
more of the Company's Shares, by each trustee and nominee for
trustee of the Company, by each executive officer named in the
Summary Compensation Table under "Executive Compensation and Other
Information--Executive Compensation" and by all trustees and
officers of the Company as a group. All information with respect
to beneficial ownership has been furnished by the respective
trustees, officers or 5% or more shareholders, as the case may be.
5% OWNERS
Amount and
Nature of Percentage
Name and Address of Beneficial of Shares
Beneficial Owners Ownership /1/ Outstanding /1/
Goldman Sachs Group, L.P. 2,339,200 16.88%
85 Broad Street
New York, NY 10004
Glickenhaus & Co. 810,400 5.85%
6 East 43rd Street
New York, NY 10017
Equitable Companies, Inc. 1,696,300 12.24%
787 Seventh Ave.
New York, NY 10019
<PAGE>
Amount and
Nature of Percentage
Beneficial of Shares
Name Ownership /1/ Outstanding /1/
MANAGEMENT
Peter C. Brown 12,500 0.09%
Robert L. Harris 122,500/2//3/ 0.88%
David M. Brain 62,500/2//3/ 0.45%
Charles S. Paul 0 0%
Robert Druten 4,000 0.03%
Scott H. Ward 30,000 0.22%
All trustees and 231,500/2//3/ 1.67%
executive officers as a
group (6 persons)
/1/ Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission which
generally attribute beneficial ownership of securities to
persons who possess sole or shared voting power and/or
investment power with respect to those securities. Unless
otherwise indicated, the persons or entities identified in
this table have sole voting and investment power with respect
to all shares shown as beneficially owned by them. Percentage
ownership calculations are based on 13,860,100 Shares
outstanding.
/2/ Of the shares indicated, 80,000 (Mr. Harris) and 40,000 (Mr.
Brain) were purchased with proceeds from loans made by the
Company to Messrs. Harris and Brain. Each loan bears 6.1%
annual interest rate and is due and payable in three
installments due in the month of November in years 2000, 2001,
and 2002.
/3/ Of the shares indicated, 40,000 (Mr. Harris) and 20,000 (Mr.
Brain) are restricted shares granted pursuant to the
Restricted Share Program.
ITEM 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Trustees, upon recommendation of the Board's
Audit Committee, has selected the independent certified public
accounting firm of Ernst & Young LLP as the Company's independent
auditors to audit the financial statements of the Company for the
year ending December 31, 1998. Shareholders will have an
opportunity to vote at the Annual Meeting on whether to ratify the
Board's decision in this regard.
Ernst & Young LLP has served as the Company's independent
auditors since its initial public offering in November of 1997. A
representative of Ernst & Young LLP is expected to be present at
the Annual Meeting. Such representative will have an opportunity
to make a statement if he or she desires to do so and will be
available to respond to appropriate questions.
Submission of the selection of the independent auditors to the
shareholders for ratification will not limit the authority of the
Board of Trustees to appoint another independent certified public
accounting firm to serve as independent auditors if the present
auditors resign or their engagement otherwise is terminated. If
the shareholders do not ratify the selection of Ernst & Young LLP
at the Annual Meeting, the Company intends to call a special
meeting of shareholders to be held as soon as practicable after the
Annual Meeting to ratify the selection of another independent
certified public accounting firm as independent auditors for the
Company.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR APPROVAL OF
THE SELECTION OF ERNST & YOUNG LLP.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires the Company's trustees and
executive officers, and persons who own more than 10% of the
Company's outstanding Shares, to file with the Securities and
Exchange Commission initial reports of ownership and reports of
changes in ownership in the Company's Shares and other equity
securities. Securities and Exchange Commission regulations require
trustees, executive officers and greater than 10% shareholders to
furnish the Company with copies of all Section 16(a) reports they
file.
To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written
representations that no other reports were required, during the
year ended December 31, 1997, all Section 16(a) filing requirements
applicable to its trustees, executive officers and greater than 10%
shareholders were complied with, except that two initial statements
of beneficial ownership on Form 3 were filed late by Peter C. Brown
and R. Scott Christian, and four statements of changes in
beneficial ownership on Form 4 were filed late by Peter C. Brown,
David M. Brain, Robert J. Druten and Scott H. Ward.
OTHER BUSINESS OF THE MEETING
The Board of Trustees is not aware of, and does not intend to
present, any matter for action at the Annual Meeting other than
those referred to in this Proxy Statement. If, however, any other
matter properly comes before the Annual Meeting or any adjournment,
it is intended that the holders of the proxies solicited by the
Board of Trustees will vote on such matters in their discretion in
accordance with their best judgment.
ANNUAL REPORT
The Company's Annual Report to Shareholders, containing
financial statements for the year ended December 31, 1997, is being
mailed with this Proxy Statement to all shareholders entitled to
vote at the Annual Meeting. Such Annual Report is not to be
regarded as proxy solicitation material.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
It is presently anticipated that the 1999 Annual Meeting of
Shareholders will be held on May 13, 1999. Shareholder proposals
intended for inclusion in the proxy statement for the 1999 Annual
Meeting of Shareholders must be received at the Company's offices,
located at 1200 Main Street, Suite 3250, Kansas City, Missouri
64105, within a reasonable time before the solicitation with
respect to the meeting is made, but in no event later than March
14, 1999 and in no event earlier than February 12, 1999. Such
proposals must also comply with the other requirements of the proxy
solicitation rules of the Securities and Exchange Commission.
Shareholder proposals should be addressed to the attention of the
Secretary of the Company.
By Order of the Board of Trustees
David M. Brian
Secretary
March 30, 1998
Kansas City, Missouri
<PAGE>
APPENDIX I -- PROXY
ENTERTAINMENT PROPERTIES TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS - MAY 13, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of Entertainment Properties
Trust (the "Company"), hereby constitutes and appoints Peter C.
Brown and Robert L. Harris, and each of them, his Attorneys and
Proxies (with full power of Substitution in each), and authorizes
them to represent the undersigned at the Annual Meeting of
Shareholders of the Company to be held at the Leawood Town Center
20 Theatres, 11701 Nall, Leawood, Kansas 66211 on Wednesday, May
13, 1998, at ten o'clock a.m., and at any adjournment thereof,
and to vote the common shares of beneficial interest of the
Company held by the undersigned as designated below on proposals
1 and 2.
This Proxy when properly executed will be voted in the
manner directed by the shareholder, but if no direction is made,
this Proxy will be voted FOR proposals 1 and 2.
1. Election of Trustee
__ FOR Trustee listed (except as marked below)
__ WITHHOLD AUTHORITY to vote for Trustee
SCOTT H. WARD
2. Proposal to Approve and Ratify Appointment of Ernst & Young
LLP, as the independent public accountants for the Company
for 1998.
__ FOR __ AGAINST __ ABSTAIN
3. To act upon such other matter, as may properly come before
the meeting.
PLEASE MARK (ON REVERSE SIDE), SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE>
Please sign exactly as name appears hereon. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, trustee or other representative capacity, please give
full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer.
The signer hereby revokes all proxies heretofore given to vote at
said meeting or any adjournment thereof.
_________________________
Signature of
Shareholder
_________________________
Signature of
Shareholder
Dated: ________________, 1998
</TABLE>
