<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1999.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8/S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
ENTERTAINMENT PROPERTIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND 43-179877
(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
------------------------------------
ENTERTAINMENT PROPERTIES TRUST
1997 SHARE INCENTIVE PLAN
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 1,515,000 $17.281 $26,180,715 $7,278.24
interest
===================================================================================================================
</TABLE>
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The proposed maximum offering price has been
estimated based upon the average of the high and low reported sales price
on the New York Stock Exchange on April 13, 1999, which was $17.281.
<PAGE> 2
- ----------------
EXPLANATORY NOTE
- ----------------
NEW SHARES TO BE ISSUED UNDER THE 1997 SHARE INCENTIVE PLAN ("SHARE
INCENTIVE PLAN") AND ANNUAL RETAINER AGREEMENTS FOR NON-EMPLOYEE TRUSTEES
("RETAINER AGREEMENTS") (COLLECTIVELY, THE "PLANS"). With respect to the
1,380,000 shares to be issued in the future under the Share Incentive Plan and
up to 13,316 shares which may be issued in the future to trustees who are not
executive officers of the Company ("Non-Employee Trustees") under the Retainer
Agreements, EPR has provided its officers, trustees and employees with the
information specified in Part I of Form S-8, in accordance with Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Act"). This information,
together with the information incorporated by reference in Item 3 of Part II of
this Registration Statement, constitutes a prospectus satisfying the
requirements of Section 10(a) of the Act. Accordingly, no Section 10(a)
prospectus is included herein with respect to the 1,393,136 shares of the
Company to be issued (or issuable upon exercise of share options) to officers,
trustees and employees of the Company under the Plans.
REOFFERS AND RESALES OF RESTRICTED SHARES AWARDED UNDER THE PLANS. The
prospectus filed as Part I of this Registration Statement has been prepared in
accordance with Part I of Form S-3 (as directed in Form S-8) and relates to
reoffers and resales of "restricted securities" (as defined in General
Instruction C.1(b) of Form S-8) acquired under the Plans prior to the filing of
this Registration Statement.
- -----------------
TABLE OF CONTENTS
- -----------------
PAGE
PROSPECTUS
Additional Information. . . . . . . . . . . . . .2
Certain Risk Factors. . . . . . . . . . . . . . .3
Selling Shareholders. . . . . . . . . . . . . . .3
Plan of Distribution. . . . . . . . . . . . . . .4
Legal Opinion . . . . . . . . . . . . . . . . . .4
Experts . . . . . . . . . . . . . . . . . . . . .4
Indemnification of Trustees
and Officers . . . . . . . . . . . . . . . . . . 5
<PAGE> 3
PROSPECTUS
ENTERTAINMENT PROPERTIES TRUST
1997 SHARE INCENTIVE PLAN
ANNUAL RETAINER AGREEMENTS FOR
NON-EMPLOYEE TRUSTEES
121,864 common shares
of beneficial interest
This Prospectus relates to the periodic offer and sale of up to 120,000
common shares of beneficial interest ("shares") of Entertainment Properties
Trust, a Maryland real estate investment trust ("EPR" or the "Company"), by
certain officers of the Company under the Share Incentive Plan and up to 1,864
shares by Non-Employee Trustees of the Company under the Retainer Agreements
("Shareholders"). See "Selling Shareholders." Offers of the shares may be made
on the New York Stock Exchange ("NYSE"), where the shares are traded under the
symbol "EPR," at prevailing prices on the NYSE on the close of sale or the
shares may be sold in negotiated transactions or otherwise. On April 13, 1999,
the closing price of the shares as reported on the NYSE was $17.375. None of the
proceeds from the sale of any shares offered hereby will be received by EPR. See
"Plan of Distribution." The Company will pay certain expenses incurred in
connection with the offering of shares by the Shareholders.
The Company's principal executive offices are located at 1200 Main Street,
Suite 3250, Kansas City, Missouri 64105, Telephone (816) 472-1700; Email
[email protected].
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.
See "Certain Risk Factors" on page 3 for a discussion of certain general risks
that should be considered in purchasing common shares of EPR.
The date of this Prospectus is April 15, 1999.
<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-3 / S-8 that we
filed with the SEC to register the shares which may be offered by the
Shareholders. 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 fiscal 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. 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 Plan.
The documents listed above may be obtained free of charge upon your request by
contacting EPR at the address, telephone number or email address on the cover
page of this prospectus.
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
- --------------------
CERTAIN RISK FACTORS
- --------------------
For a list of certain factors you should consider in purchasing our shares,
see the risk factors under the caption "Forward Looking Information"
incorporated by reference from our Annual Report on Form 10-K for the fiscal
year ended December 31, 1998. In addition, you should consider the following
factors when purchasing shares of EPR.
DIVIDEND RATES - Our ability to continue paying dividends at historical
rates will depend on a number of factors, including our financial condition and
results of future operations, the performance of lease terms by tenants, and our
ability to acquire, finance and lease additional properties at attractive rates.
DEBT FINANCING - It is our current policy to maintain a ratio of debt to
total market capitalization of less than 50%. Nevertheless, EPR is subject to
the customary risks associated with debt financing, including fluctuations in
interest rates, compliance with loan covenants, ability to meet debt service
payments, and continued eligibility of properties for inclusion in the borrowing
base. A portion of our debt financing is secured by mortgages on certain of our
properties, which could be lost in foreclosure if we fail to meet mortgage
payments.
GENERAL REAL ESTATE CONDITIONS - Although our lease terms obligate the
tenants to bear substantially all of the costs of operating the properties, EPR
is subject to the general risks of investing in real estate, including the
performance of lease terms by tenants and local and national real estate
conditions.
PORTFOLIO GROWTH - Our ability to acquire additional properties will depend
on our ability to obtain additional financing on favorable terms, which will in
turn be dependent on factors such as conditions in equity or credit markets and
the performance of REITs generally.
REIT QUALIFICATION - Our ability to continue qualifying as a REIT will
depend on our compliance with a number of conditions under the Internal Revenue
Code, as well as possible future legislation, new regulations, administrative
interpretations or court decisions. If we fail to maintain our REIT
qualification for any reason, we would not be entitled to a tax deduction for
dividends paid to our shareholders and would therefore have fewer funds to
distribute in the form of dividends.
- --------------------
SELLING SHAREHOLDERS
- --------------------
This prospectus relates to the periodic offer and sale by EPR's trustees,
officers and employees (the "Shareholders") of shares acquired by them, or to be
acquired by them upon exercise of share options or share awards granted under
the Share Incentive Plan or, in the case of Non-Employee Trustees, shares issued
in lieu of cash compensation under the Retainer Agreements. The Shareholders may
in the future (i) receive options or decide to exercise options which they
currently hold; (ii) purchase shares under the Share Incentive Plan's share
purchase program; (iii) receive restricted shares or performance shares under
the Share Incentive Plan or (iv) in the case of Non-Employee Trustees, receive
shares in lieu of cash compensation under the Retainer Agreements. None of the
Shareholders currently intends to sell any of the shares offered hereby.
Accordingly, EPR can give no estimate of the number of shares covered by this
prospectus that will be sold by the
3
<PAGE> 6
Shareholders or when those sales may occur. When any Shareholders intend to sell
shares covered by this prospectus, this prospectus will be supplemented to
disclose the identities of such persons, the amount of shares held, and the
amount they intend to sell. As of April 13, 1999, the number of shares
beneficially owned by Shareholders (including shares which they have the right
to purchase within 60 days pursuant to outstanding options) was 133,864.
- --------------------
PLAN OF DISTRIBUTION
- --------------------
Each Shareholder may from time to time sell or otherwise transfer all or a
portion of his or her shares covered by this prospectus. These sales may be made
in negotiated transactions at negotiated prices or at the market price of EPR's
shares as reported on the New York Stock Exchange. The Shareholders may arrange
for brokers or dealers to participate in arranging sales. A broker or dealer
engaged by a Shareholder may receive commissions or discounts from the
Shareholder. The Shareholders and any underwriters, dealers or agents that
participate in the distribution of shares may be deemed underwriters within the
meaning of Section 2(11) of the Act. Accordingly, any profits on the sale of
shares by Shareholders and any discounts, commissions or concessions received by
underwriters, dealers or agents acting for Shareholders may be deemed
underwriting discounts under the Act.
With the exception of discounts or commissions to brokers or dealers
referred to above, all expenses of this offering, including legal and accounting
fees and printing costs, estimated to be $14,000, will be paid by EPR.
At the time a particular offer of shares is made, a prospectus supplement
will be distributed which will give the aggregate number of shares offered, the
names of the selling Shareholders, the purchase price (if available), the amount
of expenses of the offering and the terms of the offering, including the name of
any underwriters, dealers or agents, and the amount of any discounts,
commissions or other compensation received from the selling Shareholders.
- -------------
LEGAL OPINION
- -------------
Armstrong Teasdale LLP, Kansas City, Missouri, counsel to EPR, has passed upon
the validity of the shares being offered hereunder.
- -------
EXPERTS
- -------
The consolidated financial statements and schedule of Entertainment Properties
Trust appearing in EPR's Annual Report (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 herein by
reference. Such consolidated financial statements and schedule are incorporated
herein by reference in reliance upon the report given upon the authority of that
firm as experts in accounting and auditing.
4
<PAGE> 7
- ----------------------------------------
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.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Securities and Exchange Commission and are incorporated in this Registration
Statement by reference:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
b. The Company's Proxy Statement dated March 30, 1999.
c. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the Company's
fiscal year ended December 31, 1998.
d. The description of the Company's shares contained in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Securities Exchange Act of 1934.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be considered modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein, or in any other subsequently filed document that also is or is deemed to
be incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be considered, except as so
modified or superseded, to be a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not required to be filed with this Registration Statement.
5
<PAGE> 8
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. 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
6
<PAGE> 9
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The restricted shares to be offered or sold pursuant to this Registration
Statement are common shares (or common shares underlying options) held by
employees, officers and trustees of the Company which were issued or granted to
such persons under the Plan or Trustee Compensation Agreements in private
transactions in which such persons had access to all material information
regarding the Company, in reliance upon the exemption from registration provided
by Section 4(2) of the Act.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION
- ---------- -----------
5.3 Opinion of Armstrong Teasdale LLP
10.9 Entertainment Properties Trust 1997 Share Incentive Plan (the "Share
Incentive Plan") (incorporated by reference to Exhibit 10.9 to the
Company's Registration Statement on Form S-11(No. 333-35281))
10.16 Form of Incentive Stock Option Agreement under the Plan (included in
Exhibit 10.9)
10.17 Form of Non-Qualified Stock Option Agreement under the Plan (included
in Exhibit 10.9)
10.18 Form of Option Certificate for Non-Qualified Stock Options for
Non-Employee Trustees (included in Exhibit 10.9)
23.11 Consent of Ernst & Young LLP
23.12 Consent of Armstrong Teasdale LLP (included in Exhibit 5.3)
24.1 Power of Attorney (incorporated in the signature page to the
Registration Statement)
7
<PAGE> 10
ITEM 9. 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
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; (2) that, for the purpose of
determining any liability under the Securities Act of 1933, as amended (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; and (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 Plan.
The Company undertakes that, 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.
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 6 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.
8
<PAGE> 11
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-8/S-3 and has duly caused the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Kansas City, Missouri on April 15, 1999.
ENTERTAINMENT PROPERTIES TRUST
By: /s/ David M. Brain
---------------------------
David M. Brain
Chief Operating Officer and
Chief Financial Officer
<PAGE> 12
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Peter C. Brown Chairman April 15, 1999
- -----------------------------------------
Peter C. Brown
/s/ Robert L. Harris President and April 15, 1999
- ----------------------------------------- Trustee
Robert L. Harris
/s/ Charles S. Paul Trustee April 15, 1999
- -----------------------------------------
Charles S. Paul
/s/ Robert J. Druten Trustee April 15, 1999
- -----------------------------------------
Robert J. Druten
/s/ Scott H. Ward Trustee April 15, 1999
- -----------------------------------------
Scott H. Ward
Chief Operating
/s/ David M. Brain Officer and April 15, 1999
- ----------------------------------------- Chief Financial
David M. Brain Officer
/s/ Fred L. Kennon Vice-President April 15, 1999
- ----------------------------------------- Treasurer and
Fred L. Kennon Controller
<PAGE> 13
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.3 Opinion of Armstrong Teasdale LLP
10.9 Entertainment Properties Trust 1997 Share Incentive Plan (the "Plan")
(incorporated by reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-11 (No. 333-35281))
10.16 Form of Incentive Stock Option Agreement under the Plan (included in
Exhibit 10.9)
10.17 Form of Non-Qualified Stock Option Agreement under the Plan (included
in Exhibit 10.9)
10.18 Form of Option Certificate for Non-Qualified Stock Options for
Non-Employee Trustees (included in Exhibit 10.9)
23.11 Consent of Ernst & Young LLP
23.12 Consent of Armstrong Teasdale LLP (included in Exhibit 5.3)
24.1 Power of Attorney (incorporated in the signature page to the
Registration Statement)
<PAGE> 1
EXHIBIT 5.3
[ARMSTRONG TEASDALE LLP LETTERHEAD]
April 15, 1999
Entertainment Properties Trust
1200 Main Street, Suite 3250
Kansas City, Missouri 64105
Re: Registration Statement on Form S-8/S-3
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 1,515,000 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 and the prospectus delivered under Rule 428(b)(i) of the
Act (together, as amended or supplemented, the "Prospectus") in connection with
the Company's 1997 Share Incentive Plan and Annual Retainer Agreements for
Non-Employee Trustees (together, the "Plans"). 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. Shareholder approval of the incentive share option plan of the Company.
6. A certificate of the DAT as to the good standing of the Company; and
<PAGE> 2
Attorneys at Law
[ARMSTRONG TEASDALE LLP LOGO]
April 15, 1999
Page 2
7. 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 and the terms of the Plans 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 Teasdale LLP
ARMSTRONG TEASDALE LLP
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EXHIBIT 23.11
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8/S-3) pertaining to the Entertainment Properties
Trust 1997 Share Incentive Plan and Annual Retainer Agreements for Non-Employee
Trustees and to the incorporation by reference therein of our report dated March
1, 1999, with respect to the financial statements and schedule of Entertainment
Properties Trust included in its Annual Report (Form 10-K) for the fiscal year
ended December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
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Ernst & Young LLP
Kansas City, Missouri
April 14, 1999
