<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1999.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
ENTERTAINMENT PROPERTIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Maryland 43-1790877
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1200 Main Street, Suite 3250, Kansas City, Missouri 64105 (816) 472-1700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------------------------
GREGORY K. SILVERS, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
ENTERTAINMENT PROPERTIES TRUST
1200 MAIN STREET, SUITE 3250
KANSAS CITY, MISSOURI 64105
(816) 472-1700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------------
Copies to:
Marc Salle, Esq.
Armstrong Teasdale LLP
2345 Grand Boulevard, Suite 2000
Kansas City, Missouri 64108
(816) 472-3161
------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE
TO THE PUBLIC: From time to time after the effective date
of this Registration Statement pursuant to Rule 415.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE (1) FEE
======================================= =============== ===================== ===================== ===================
<S> <C> <C> <C> <C>
Common shares of beneficial 5,000,000 $18.97 $94,850,000 $26,368.30
interest
======================================= =============== ===================== ===================== ===================
</TABLE>
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). The proposed maximum offering price per share has
been estimated based on the average high and low reported sales prices for
the Company's common shares on the New York Stock Exchange on May 14, 1999,
which was $18.97.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
5,000,000 Shares
ENTERTAINMENT PROPERTIES TRUST
Common Shares of Beneficial Interest
This prospectus relates to 5,000,000 common shares of beneficial
interest, $0.01 par value per share (the "Shares") of Entertainment
Properties Trust ("EPR" or the "Company") which may be issued from time
to time to acquire real estate properties.
Our Shares are traded on the New York Stock Exchange under the ticker
symbol EPR. The last reported sales price of the Shares on May 14,1999
was $18.75 per Share.
The types of properties we expect to acquire will include megaplex
movie theatres, entertainment-themed retail centers and other
entertainment-related properties. However, we may acquire other types
of properties at the discretion of the Board of Trustees.
We will determine the terms of each acquisition, and the consideration
therefor, by negotiating with the owners or developers of the property
to be acquired. Consideration may consist of Shares, cash, notes or
other debt instruments, assumption of liabilities, limited partnership
interests in partnerships of which EPR is general partner or membership
interests in limited liability companies of which EPR is managing
member, or any combination of these.
We intend to lease the properties to quality operators pursuant to
long-term triple net leases in which substantially all expenses
attributable to the ownership and operation of the property will be
paid by the tenants.
We expect that Shares issued in the acquisitions will be valued at a
price reasonably related to the current market value of the Shares,
either at the time the terms of the acquisition are tentatively agreed
upon, at the time of closing, or during the period prior to delivery of
the Shares. However, we may issue Shares in exchange for properties at
a negotiated discount from the current market price.
The Shares issued in connection with the acquisitions may be resold by
their recipients. See "Securities Covered by this Prospectus" for
information regarding such sales.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS MAY 19, 1999.
<PAGE> 3
- --------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------
Information About Entertainment Properties Trust............................1
Additional Information......................................................2
Selected Financial Data.....................................................3
Securities Covered by this Prospectus.......................................3
Legal Opinion...............................................................4
Experts.....................................................................4
Indemnification of Trustees and Officers....................................4
- --------------------------------------------------------------
INFORMATION ABOUT ENTERTAINMENT PROPERTIES TRUST
- --------------------------------------------------------------
EPR is a Maryland real estate investment trust ("REIT") formed to capitalize on
opportunities created by the development of destination entertainment and
entertainment-related properties, including megaplex theatre complexes. EPR was
formed in 1997 and completed an initial public offering in that year. EPR is a
self-administered REIT and is the first publicly-traded REIT formed exclusively
to invest in entertainment-related properties.
EPR's real estate portfolio is comprised of 21 megaplex theatre properties
located in eleven states and one entertainment-themed retail center ("ETRC")
development property located in Westminster, Colorado. EPR's megaplex theatre
properties are operated by such first-run movie exhibitors as AMC Entertainment,
Consolidated Theatres, Muvico Entertainment and Edwards Theatre Circuits. EPR
has also agreed to acquire theatre properties to be operated by Regal Cinemas
and Loews Cineplex Entertainment.
As a REIT, we are required to distribute not less than 95% of our net income to
shareholders in the form of dividends. Our quarterly dividend rate was $.40 per
Share during 1998 and $.42 per Share in the first quarter of 1999.
EPR's executive offices are located at 1200 Main Street, Suite 3250, Kansas
City, Missouri 64105 and our telephone number is (816) 472-1700.
1
<PAGE> 4
- --------------------------------------------------------------
ADDITIONAL INFORMATION
- --------------------------------------------------------------
As a public company with securities listed on the NYSE, we must comply with the
Securities Exchange Act of 1934 (Exchange Act). This requires that we file
annual, quarterly and special reports, proxy statements and other information
with the Securities and Exchange Commission (SEC). You may read and copy any
reports, proxy statements or other information we file at the SEC's Public
Reference Rooms, including its Public Reference Room at 450 Fifth Street, N.W.,
Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information. Copies of these materials may be obtained by mail from the Public
Reference Rooms of the SEC. You may also access our SEC filings at the SEC's
Internet website (http://www.sec.gov).
This prospectus is part of a registration statement on Form S-4 that we filed
with the SEC to register the shares offered in this prospectus. It does not
repeat important information that you can find in our registration statement,
reports and other documents that we file with the SEC. The SEC allows us to
"incorporate by reference," which means we can disclose important information to
you by referring you to other documents which are legally considered to be a
part of this prospectus. The documents filed by EPR with the SEC (File No.
1-13561) and incorporated by reference are:
1. EPR's Annual Report on Form 10-K for the year ended December 31,
1998.
2. The description of our shares contained in EPR's registration
statement on Form 8-A under the Exchange Act.
3. EPR's Proxy Statement dated March 30, 1999.
4. EPR's registration statement on Form S-11 filed under the Securities
Act of 1933.
5. All documents filed by EPR under Section 13(a), 14 or 15(d) of the
Exchange Act after the date of this prospectus and prior to the
termination of the offering of the Shares covered hereby.
The documents listed above may be obtained free of charge upon your request by
contacting EPR at the following address, telephone number or email address:
INVESTOR RELATIONS DEPARTMENT
ENTERTAINMENT PROPERTIES TRUST
1200 MAIN STREET, SUITE 3250
KANSAS CITY, MISSOURI 64105
(816) 472-1700
FAX (816) 472-5794
EMAIL [email protected]
Our SEC filings are also available from our Internet website at
http://www.eprkc.com.
As you read these documents, you may find some differences in information from
one document to another. If you find differences between the documents and this
prospectus, you should rely on the statements made in the most recent document.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR
INCORPORATED BY REFERENCE. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT.
2
<PAGE> 5
- --------------------------------------------------------------
SELECTED FINANCIAL DATA
- --------------------------------------------------------------
This table sets forth selected historical financial data of EPR. You should read
carefully the consolidated financial statements and notes included in our Annual
Report on Form 10-K for the year ended December 31, 1998. The selected data in
this section is not intended to replace the consolidated financial statements
included in that Report and incorporated by reference herein. Dollars are
expressed in thousands except per Share data.
<TABLE>
<CAPTION>
Period from
Year ended August 29 to
December 31 December 31
1998 1997
---- ----
<S> <C> <C>
Rental Revenue $35,031 $1,887
Net income 19,238 1,442
Net income per common Share:
Basic $1.39 $0.10
Diluted 1.39 0.10
Cash dividends declared per common Share $1.60 $0.18
Weighted average number of common Shares
outstanding (thousands)
Basic 13,802 13,800
Diluted 13,880 13,860
Funds from operations $26,213 $2,101
December 31, December 31,
1998 1997
Total assets 464,371 259,488
</TABLE>
- --------------------------------------------------------------
SECURITIES COVERED BY THIS PROSPECTUS
- --------------------------------------------------------------
This prospectus (as amended or supplemented from time to time) may be used
from time to time by persons and their transferees ("Shareholders") who have
received or will receive Shares in exchange for the acquisition of properties
and who wish to offer and sell the Shares in transactions in which they and any
brokers through whom the Shares are sold may be deemed to be underwriters within
the meaning of the Securities Act of 1933, as amended (the "Act"). The
Shareholders will not be entitled to use this prospectus for any purpose until
they have first obtained the written consent of EPR. Our consent may be given
subject to certain conditions, such as requiring that the offering be delayed
pending an amendment or supplement to this prospectus, that the offering be
accomplished in an organized manner through securities dealers, or that the
offering be limited in the number of Shares which may be sold within a specified
period of time. Sales by Shareholders under this prospectus may be made on the
New York Stock Exchange ("NYSE"), in the over-the-counter market or otherwise at
market prices prevailing at the time or at negotiated prices.
If the Shareholders offer or sell any Shares covered by this prospectus
other than in accordance with the provisions of paragraph (d) of Rule 145 under
the Act, Rule 145(d) provides that the Shareholders will
3
<PAGE> 6
not be deemed to be underwriters if (a) among other things, (i) the Company has
complied with certain reporting requirements under the Securities Exchange Act
of 1934, (ii) the amount of Shares sold falls within certain volume limitations,
(iii) the Shares are sold only in brokers' transactions within the meaning of
Section 4(4) of the Act or in a manner otherwise permitted by Rule 144 under the
Act, (iv) the Shareholders do not solicit or arrange for the solicitation of
orders to buy the Shares in anticipation of or in connection with the sale
thereof, and (v) the Shareholders do not make any payments in connection with
the offer or sale thereof to any persons other than the brokers executing the
orders to sell the Shares; (b) the Shareholders are not affiliates of the
Company and have been the beneficial owners of the Shares for at least one year,
and the Company has complied with the reporting requirements under the Exchange
Act; or (c) the Shareholders are not, and have not been for at least three
months, affiliates of the Company and have been the beneficial owners of the
Shares for at least two years.
- ---------------------
LEGAL OPINION
- ---------------------
Certain legal matters in connection with the Shares will be passed upon by
Armstrong Teasdale LLP, Kansas City, Missouri, counsel to EPR.
- ---------------------
EXPERTS
- ---------------------
The consolidated financial statements and schedule of Entertainment
Properties Trust appearing in EPR's Annual Report on Form 10-K for the year
ended December 31, 1998, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
by reference in this prospectus. Such consolidated financial statements and
schedule are incorporated by reference in this prospectus in reliance upon the
report given upon the authority of that firm as experts in accounting and
auditing.
- --------------------------------------------------------------
INDEMNIFICATION OF TRUSTEES AND OFFICERS
- --------------------------------------------------------------
The SEC has taken the position that indemnifying trustees, officers and
controlling persons of EPR for liabilities under the Act is against public
policy. In accordance with SEC requirements, EPR will not make any
indemnification payment of this nature unless a court of competent jurisdiction
has determined that the indemnification is not against public policy.
4
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF TRUSTEES AND OFFICERS
Maryland law permits a Maryland real estate investment trust to include in
its declaration of trust a provision limiting the liability of its officers and
trustees to the trust and its shareholders for money damages except for
liability resulting from: (a) actual receipt of an improper benefit or profit in
money, property or services; or (b) active and deliberate dishonesty established
by a final judgment as being material to the cause of action. The Company's
Declaration of Trust contains such a provision which eliminates such liability
to the maximum extent permitted by Maryland law.
The Company's officers and trustees are and will be indemnified under the
Company's Declaration of Trust against certain liabilities. The Company's
Declaration of Trust provides that the Company will, to the maximum extent
permitted by Maryland law in effect from time to time, indemnify: (a) any
individual who is a present or former trustee or officer of the Company; or (b)
any individual who, while a trustee or officer of the Company and at the request
of the Company, serves or has served as a director, officer, shareholder,
partner, trustee, employee or agent of any real estate investment trust,
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprises against any claim or liability, together with reasonable
expenses actually incurred in advance of a final disposition of a legal
proceeding, to which such person may become subject or which such person may
incur by reason of his or her status as such. The Company has the power, with
the approval of the Company's Board of Trustees, to provide such indemnification
and advancement of expenses to a person who served a predecessor of the Company
in any of the capacities described in (a) or (b) above and to any employee or
agent of the Company or its predecessors.
Maryland law permits a Maryland real estate investment trust to indemnify
and advance expenses to its trustees, officers, employees and agents to the same
extent as permitted by the Maryland General Corporation Law ("MGCL") for
directors, officers, employees and agents of a Maryland corporation. The MGCL
requires a corporation (unless its charter provides otherwise, which the
Company's Declaration of Trust does not) to indemnify a director or officer who
has been successful, on the merits or otherwise, in the defense of any
proceeding to which he or she is made a party by reason of his or her service in
that capacity. The MGCL permits a corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that: (a)
the act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty; (b) the director or officer actually
received an improper personal benefit in money, property or services; or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, under the MGCL,
a Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation or for a judgment of liability on the basis that
personal benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the MGCL permits a
corporation to advance reasonable expenses to a director or officer upon the
corporation's receipt of a written affirmation by the director or officer of his
or her good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation and a written undertaking by
him or her to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met.
The Company has entered into indemnity agreements with certain of its
officers and trustees which provide for reimbursement of all expenses and
liabilities of such persons arising out of any lawsuit or claim against them
arising from their service in that capacity, except for liabilities and
expenses: (a) the payment of which is judicially determined to be unlawful; (b)
relating to claims under Section 16(b) of the Exchange Act; or (c) relating to
judicially determined criminal violations.
5
<PAGE> 8
ITEM 21. EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.4 Opinion of Armstrong Teasdale LLP
23.12 Consent of Ernst & Young LLP
23.13 Consent of Armstrong Teasdale LLP (included in Exhibit 5.4)
24.1 Power of Attorney (incorporated in the signature page to the
Registration Statement)
ITEM 22. UNDERTAKINGS
The Company undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this registration
statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that subparagraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in the periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the Act
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) For purposes of determining any liability under the Act, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(6) To supply by means of a post-effective amendment all required
information concerning a transaction and the property being acquired therein
that was not the subject of and included in the registration statement when it
became effective.
6
<PAGE> 9
(7) The undersigned registrant hereby undertakes as follows: (1) that
prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
Registration Statement, by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other items of
the applicable form.
The registrant undertakes that every prospectus (i) that is filed pursuant
to paragraph (1) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to trustees, officers and controlling persons of the Company pursuant
to the provisions described under "Item 20 - Indemnification of Trustees and
Officers" above, or otherwise, the Company has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event a
claim for indemnification against such liabilities (other than payment by the
Company of expenses incurred or paid by a trustee, officer or controlling person
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
7
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-4 and has duly caused the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Kansas City, Missouri on May 11, 1999.
ENTERTAINMENT PROPERTIES TRUST
By: /s/ David M. Brain
---------------------------------------------------
David M. Brain
Chief Operating Officer and Chief Financial Officer
<PAGE> 11
SIGNATURES
KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Harris and David M. Brain and each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as either of them might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or either
of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Peter C. Brown Chairman May 11, 1999
- ----------------------------------
Peter C. Brown
/s/ Robert L. Harris President and May 11, 1999
- ---------------------------------- Trustee
Robert L. Harris
/s/ Charles S. Paul Trustee May 11, 1999
- ----------------------------------
Charles S. Paul
/s/ Robert J. Druten Trustee May 11, 1999
- ----------------------------------
Robert J. Druten
/s/ Scott H. Ward Trustee May 11, 1999
- ----------------------------------
Scott H. Ward
Chief Operating May 11, 1999
/s/ David M. Brain Officer and
- ---------------------------------- Chief Financial
David M. Brain Officer
/s/ Fred L. Kennon Vice President, May 11, 1999
- ---------------------------------- Treasurer and
Fred L. Kennon Controller
</TABLE>
<PAGE> 12
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.4 Opinion of Armstrong Teasdale LLP
23.12 Consent of Ernst & Young LLP
23.13 Consent of Armstrong Teasdale LLP (included in Exhibit 5.4)
24.1 Power of Attorney (incorporated in the signature page to the
Registration Statement)
<PAGE> 1
EXHIBIT 5.4
[ARMSTRONG TEASDALE LLP LETTERHEAD]
May 11, 1999
Entertainment Properties Trust
1200 Main Street, Suite 3250
Kansas City, Missouri 64105
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have served as counsel to Entertainment Properties Trust, a Maryland
real estate investment trust (the "Company"), in connection with the
registration of 5,000,000 common shares of beneficial interest (the "Shares")
covered by the above-referenced Registration Statement (together with all
amendments thereto, the "Registration Statement"), under the Securities Act of
1933, as amended (the "Act"), including the prospectus contained in the
Registration Statement (as amended or supplemented, the "Prospectus"). Unless
otherwise defined herein, capitalized terms used shall have the meaning assigned
to them in the Registration Statement.
In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (collectively referred to as the "Documents"):
1. The Registration Statement in the form in which it was filed with
the Securities and Exchange Commission (the "Commission") under the 1933 Act;
2. The Amended and Restated Declaration of Trust of the Company,
certified as of a recent date by the State Department of Assessments and
Taxation of the State of Maryland (the "DAT");
3. The Bylaws of the Company;
4. Unanimous Consent of the Board of Trustees approving the sale,
issuance and registration of the Shares;
5. A certificate of the DAT as to the good standing of the Company; and
<PAGE> 2
Attorneys at Law
[ARMSTRONG TEASDALE LLP LOGO]
May 11, 1999
Page 2
6. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the
following:
1. Each individual executing the Registration Statement, whether on
behalf of himself or any other person, is legally competent to do so.
2. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all Documents are genuine. All public
records reviewed and relied upon by us are true and complete. All statements and
information contained in the Documents are true and complete. There are no oral
or written modifications or amendments to the Documents, and there has been no
waiver of any of the provisions of the Documents, by action or conduct of the
parties or otherwise.
Based on the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed, existing
and in good standing under the laws of the State of Maryland.
2. The Shares are duly authorized and, when issued and delivered in
accordance with the resolutions of the Board of Trustees authorizing their
issuance as summarized in the Prospectus, will be validly issued, fully paid and
nonassessable.
We consent to the reference to our firm under the caption "Legal
Opinion" in the Registration Statement and to the attachment of this opinion as
an Exhibit to the Registration Statement.
Very truly yours,
/s/ Armstrong Teadsale LLP
Armstrong Teasdale LLP
<PAGE> 1
EXHIBIT 23.13
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) pertaining to a shelf registration of
5,000,000 common shares to be issued by Entertainment Properties Trust from time
to time in consideration for property acquisitions, and to the incorporation by
reference therein of our report dated March 1, 1999, with respect to the
consolidated financial statements and schedule of Entertainment Properties Trust
included in its Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
--------------------------------
Ernst & Young LLP
Kansas City, Missouri
May 19, 1999
