<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 1999.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENTERTAINMENT PROPERTIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
43-179877
(I.R.S. EMPLOYER
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.
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: As soon as
practicable after the effectiveness of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) Registration Fee(2)
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<S> <C> <C> <C>
Common shares of beneficial
interest 1,000,000 $ $4,552.25
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</TABLE>
(1) The price of shares offered will be the closing price for the common shares
on the last trading day prior to the date of purchase as reported on the New
York Stock Exchange.
(2) Calculated in accordance with Rule 457(c) as of February 4, 1999.
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.
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<PAGE> 2
TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C> <C>
PROSPECTUS
Information about Entertainment
Properties Trust................... 2
A Few Words about our Dividend
Reinvestment and Direct Share
Purchase Plan...................... 3
A Summary of Important Features of
our Plan........................... 4
A Summary of Plan Benefits........... 5
Here's How the Plan Works............ 6
Tax Consequences..................... 11
Dividends............................ 12
Changes to the Plan.................. 12
Change in Eligibility................ 12
Responsibilities of EPR and the Plan
Administrator...................... 12
Description of our Common Shares..... 13
Additional Information............... 14
Certain Risk Factors................. 15
Use of Proceeds...................... 16
Legal Opinion........................ 16
Experts.............................. 16
Indemnification of Trustees and
Officers........................... 16
</TABLE>
<PAGE> 3
PROSPECTUS
ENTERTAINMENT
PROPERTIES TRUST
DIVIDEND REINVESTMENT
AND DIRECT SHARE
PURCHASE PLAN
for common shares
of beneficial interest
priced at the current market price
on the New York Stock Exchange
February 9, 1999
-------------------------------------------
You may purchase common shares with no fees
or commissions
-------------------------------------------
You do not have to be a current shareholder
to participate
-------------------------------------------
You may start with a minimum investment of
$200 and invest up to $100,000 per year
-------------------------------------------
You may add to your investment with
automatic monthly payments of $50 or more
-------------------------------------------
Your investment will continue to grow by
automatic reinvestment of dividends
-------------------------------------------
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 15 for a discussion of certain general risks
that should be considered in purchasing common shares of EPR.
<PAGE> 4
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INFORMATION ABOUT ENTERTAINMENT PROPERTIES TRUST
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Since becoming publicly traded in November of 1997, EPR has acquired more than
$400 million in theatre and related properties throughout the United States
which are operated by such first-run movie exhibitors as AMC Entertainment,
Consolidated Theatres, Muvico Entertainment, Regal Cinemas and Edwards Theatres.
Entertainment Properties Trust is a real estate investment trust or "REIT" whose
principal business strategy is to acquire and develop a diversified portfolio of
high-quality properties leased to major entertainment-related business
operators. Our shares of beneficial interest are traded on the New York Stock
Exchange under the ticker symbol EPR.
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 averaged $.40
per share during 1998.
Entertainment Properties Trust is a publicly traded company, so a great deal of
information is available about us. Here are some of the documents available to
help you learn about us:
/ / Annual Report to Shareholders
/ / Proxy Statement
/ / Reports on Forms 10-Q and 10-K
We will provide, free of charge, to you upon your request, copies of these
reports and other documents incorporated by reference in this prospectus. Please
direct written or oral requests to:
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]
If you have questions about Entertainment Properties Trust, you may visit our
Internet website at http://www.eprkc.com.
2
<PAGE> 5
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A FEW WORDS ABOUT OUR DIVIDEND REINVESTMENT AND DIRECT SHARE PURCHASE PLAN
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We designed our Plan to offer investors a way to systematically and affordably
build their ownership interest in EPR. The Plan promotes long-term ownership in
our Company by offering:
- A simple cost-effective way for you to purchase our shares
- A way to increase your holdings by reinvesting cash dividends in our
shares
- The opportunity for you to purchase additional shares by making
optional cash payments
You need not be an EPR shareholder to participate in the Plan. You may purchase
your first EPR shares through the Plan by making an initial investment of $200.
Before you decide to participate in the Plan, please read this prospectus
carefully. If you decide to participate, please keep this prospectus with your
permanent investment records, since it contains important information about the
Plan.
If you have questions about the Plan, please contact the Plan Administrator:
UMB BANK, N.A.
SECURITIES TRANSFER DIVISION
P.O. BOX 410064
KANSAS CITY, MISSOURI 64141
(800) 884-4225 FAX (816) 860-3963
E-MAIL [email protected]
SHARES PURCHASED OR HELD UNDER THE PLAN ARE SUBJECT TO MARKET FLUCTUATION AND
ARE NOT INSURED AGAINST LOSS. THERE IS NO ASSURANCE WE WILL CONTINUE TO PAY
DIVIDENDS ON OUR SHARES AT RATES GREATER THAN OR COMPARABLE TO DIVIDENDS WE HAVE
PAID IN THE PAST.
3
<PAGE> 6
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A SUMMARY OF IMPORTANT FEATURES OF OUR PLAN
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[ ] New shareholders may participate in the Plan by completing an Enrollment
Form and making an initial investment of at least $200. Your initial
investment may be made by sending your Enrollment Form and a check or money
order (made payable to "UMB Bank, n.a.") to the Plan Administrator, UMB
Bank, n.a.
[ ] If you are already an EPR shareholder, you may participate in the Plan by
completing an Enrollment Form and sending it to the Plan Administrator. If
you wish, you may also deliver your share certificates to the Plan
Administrator for safekeeping.
[ ] Additional investments may be made at any time with as little as $50. You
may also purchase shares through an automatic monthly transfer of $50 or
more from your bank account.
[ ] Your dividends will be automatically reinvested in EPR shares.
[ ] You may reinvest 100% of your dividends in shares or reinvest a percentage
of your dividends in shares and receive the remaining dividends in cash.
[ ] You will receive periodic statements showing the status of your account.
[ ] You do not pay fees or brokerage commissions when you buy shares through
the Plan directly from EPR. If it appears at any time that the number of
shares in the Plan will not be sufficient to meet investor demand, we may
register additional shares to be offered through the Plan. If there are
insufficient new shares available from EPR and the Plan Administrator
purchases shares for your account in the open market, you will be assessed
a nominal brokerage commission. Any open market share purchases would be
made once a month.
[ ] The maximum amount you may invest through the Plan is $100,000 per year.
[ ] We reserve the right to restrict access to the Plan by persons seeking to
"arbitrage" our shares, persons whose holdings would exceed 9.8% of our
outstanding shares, or persons who have an excessive amount of cash-in
cash-out transactions.
[ ] You may sell some or all of your shares through the Plan Administrator for
a nominal service charge of $10.00. Sales will be made once each month. If
you prefer to have complete control over the timing and price at which you
sell, you may withdraw your shares at no cost to you and sell them through
your broker.
[ ] You may make gifts of your shares or transfer your shares to others. You
may also open an account in the Plan for another person as a gift.
4
<PAGE> 7
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A SUMMARY OF PLAN BENEFITS
- ---------------------------
[ ] Enrolling in the Plan is easy. The Enrollment Form is designed to guide you
through each step and to help you set up your account in a way that is best
for you. You do not need a broker to enroll in the Plan.
[ ] If you wish to make cash purchases under the Plan you may start with an
investment of only $200.
[ ] The automatic monthly investment feature can help you add to your
investment over time in a systematic fashion.
[ ] If you are an existing shareholder, you may deliver your share certificates
to the Plan Administrator for safekeeping.
[ ] Your investment will continue to build through the automatic reinvestment
of your dividends, until you tell us to stop. Then, your dividends can
either be mailed to you or deposited directly in your bank account.
[ ] Keeping track of your account and entering into new transactions is easy.
You will receive a periodic statement of your account that includes a form
that will help you make additional investments, sales or withdrawals -- all
of which may be handled by mail.
[ ] Because there are no fees or brokerage commissions on purchases directly
from EPR through the Plan, the entire amount of your investment goes
directly into our shares.
[ ] The Plan offers flexibility when you decide to sell your shares.
5
<PAGE> 8
HERE'S HOW THE PLAN WORKS
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WHO MAY PARTICIPATE IN THE PLAN
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Any U.S. citizen is eligible to enroll in the Plan. You need not be an EPR
shareholder to enroll.
If you live outside the United States, you should determine if there are any
governmental regulations that would prohibit you from participating in the Plan.
We reserve the right to reject or terminate any participant if we believe it
advisable under U.S. or foreign laws or regulations.
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WHO ADMINISTERS THE PLAN
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The Administrator of the Plan is UMB Bank, n.a. The Plan Administrator will hold
the shares in the Plan, keep the records of the Plan, prepare and mail account
statements to participants and perform other administrative duties. You may
contact the Plan Administrator at the post office address, e-mail address, phone
or fax number listed on page 3.
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WHO PAYS THE COST OF THE PLAN
- --------------------------------------------
EPR will pay all administrative costs and brokerage commissions associated with
the Plan, except that participants will pay a nominal brokerage commission on
any open market transaction by the Plan Administrator and a $10.00 service
charge on sales of shares by the Plan Administrator.
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HOW TO ENROLL
- ----------------------
You may participate in the Plan at any time by completing the Enrollment Form
included with this prospectus and returning it to the Plan Administrator.
IF YOU ARE NOT AN EPR SHAREHOLDER, you may enroll in the Plan by sending the
Enrollment Form to the Plan Administrator and making an initial minimum
investment of $200 payable by check or money order to UMB Bank, n.a. Your
initial investment will be used to purchase shares from EPR which will be held
in your account. You will not receive any interest on your funds held for the
purchase of shares.
IF YOU ARE ALREADY AN EPR SHAREHOLDER, you may enroll in the Plan by sending the
Enrollment Form to the Plan Administrator.
IF YOUR SHARES ARE HELD IN A BROKERAGE ACCOUNT (OR "STREET NAME") you should
direct your broker, bank or trustee to enroll in the Plan on your behalf.
6
<PAGE> 9
Once enrolled in the Plan, you have the following choices:
FULL DIVIDEND REINVESTMENT -- The Plan Administrator will invest 100% of your
dividends in additional shares.
PARTIAL DIVIDEND REINVESTMENT -- The Plan Administrator will invest a percentage
of your dividends in additional shares and send the balance of the dividend to
you in cash. You may designate the percentage of your dividends you wish to
invest in additional shares.
OPTIONAL CASH PAYMENTS -- You may purchase shares for cash whether or not you
decide to reinvest your dividends. Optional cash investments must be at least
$50 per month and may not exceed $100,000 per year. Any optional cash payments
in excess of that amount will be returned to you. Optional cash investments may
be made in one of the following ways.
- Check or money order payable to "UMB Bank, n.a."
- Automatic withdrawal from your bank account
You may change your reinvestment option at any time by writing the Plan
Administrator.
If you elect to reinvest all or a portion of your dividends, dividends on new
shares purchased will be reinvested in the same percentage.
If you elect to make optional cash payments, you may make your cash payments at
any time in any amount, subject to the $50 monthly minimum amount. You are under
no obligation to make cash payments on a regular basis.
Your participation will begin after the Plan Administrator receives your signed
Enrollment Form. Your Enrollment Form must be received by the Plan Administrator
at least four days prior to a dividend record date to reinvest the dividends
paid on the related dividend payment date. If you are a shareholder and you send
your Enrollment Form after a dividend record date, you will receive the dividend
paid on the related dividend payment date in cash and your reinvestment of
dividends will begin on the next dividend payment date.
- --------------------------------
SAFEKEEPING OF SHARES
- --------------------------------
If you are an EPR shareholder, the Plan offers you the convenience of depositing
your share certificates with the Plan Administrator for safekeeping. To use this
service, simply send your certificates to the Plan Administrator, together with
a letter requesting that your certificates be held for you. DO NOT SIGN YOUR
CERTIFICATES. Because your certificates are valuable and expensive to replace if
lost or stolen, we recommend you use insured registered mail to send your
certificates to the Plan Administrator.
7
<PAGE> 10
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HOW SHARES ARE PURCHASED AND PRICED
- ------------------------------------
[ ] Dividends will be reinvested on each dividend payment date. Dividends are
usually paid quarterly to shareholders of record on a date set prior to the
dividend payment date.
[ ] Cash purchases of additional shares will be made on the 15th of each month
(or the next business day), provided your funds are received by the Plan
Administrator at least three business days prior to that date. No interest
will be paid on funds held for investment in additional shares.
[ ] For automatic monthly purchases, the amount will be withdrawn from your
bank account on the 12th of each month (or the next business day) and
invested in shares on the 15th of the month (or the next business day).
[ ] Shares will be purchased directly from EPR. They will be either authorized
and unissued shares or treasury shares. The Plan Administrator will have
the right to purchase shares on the open market only if EPR does not have
sufficient shares available for purchase through the Plan.
[ ] The price for shares purchased directly from EPR will be the closing price
for EPR's common shares as quoted on the New York Stock Exchange on the
last trading day prior to the date of purchase.
[ ] The price for any shares purchased by the Plan Administrator in open market
transactions will be the market price paid by the Plan Administrator plus a
nominal brokerage commission.
[ ] Your investment will be used to purchase as many full shares as possible.
Any amount remaining will be used to purchase a fraction of a share
(rounded to four decimal places).
[ ] The Plan Administrator is not able to accept instructions to buy shares at
a designated time or a designated price. YOU WILL NOT BE ABLE TO TIME YOUR
PURCHASE AND WILL BEAR THE MARKET RISK OF ANY FLUCTUATIONS IN OUR SHARE
PRICE.
[ ] Shares held in your account may not be pledged as collateral for a loan. If
you wish to use your shares as collateral, you must request a stock
certificate for your shares from the Plan Administrator.
Plan Administrator Telephone Number: 800-884-4225
8
<PAGE> 11
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HOW TO SELL SHARES YOU ACQUIRE THROUGH THE PLAN
- --------------------------------------------------------------------
You may sell some or all of the shares in your account by providing written
instructions to the Plan Administrator. Each account statement you receive will
have a form for this purpose. You may also give an instruction to sell your
shares at any time by writing the Plan Administrator.
The Plan Administrator will sell shares once a month. The sales price for your
shares will be the market price on the date of sale. A $10.00 service charge
will be deducted from the sale proceeds.
Please note that the Plan Administrator is not able to accept instructions to
sell on a specific day or at a specific price.
If you prefer, you may withdraw shares from the Plan (at no cost to you) and
sell them through your broker.
If you sell a portion of your Plan shares, the Plan Administrator will continue
to reinvest the dividends on the rest of your Plan shares up to the percentage
you originally authorized.
If your total holdings in the Plan fall below one share, the Plan Administrator
will liquidate the fractional share, remit the proceeds to you and close your
account.
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HOW TO RECEIVE A SHARE CERTIFICATE
- ------------------------------------------------
Shares purchased for you under the Plan will be issued in book-entry form and
share certificates will not be issued to you unless you request them. You may
request a certificate by writing the Plan Administrator. There is no charge for
this service. Certificates for fractional shares will not be issued. Instead,
you will receive cash payment for any fractional shares. If you have delivered
your certificates to the Plan Administrator for safekeeping, you may have them
returned to you at any time by written request.
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HOW TO TRANSFER OR GIFT YOUR SHARES
- ---------------------------------------------------
To transfer or gift some or all of your shares to a third party, write the Plan
Administrator to request transfer instructions. Once your completed transfer
instructions are received by the Plan Administrator, your request will be
fulfilled within two business days. There is no charge for this service.
Transferred shares will be enrolled in full dividend reinvestment unless you or
the transferee requests otherwise. If a request to transfer shares is made
between a dividend record date and the dividend payment date, the transfer may
be delayed until after the dividend payment date and that dividend will be fully
or partially reinvested for your account in accordance with your previous
instructions.
Plan Administrator Telephone Number: 800-884-4225
9
<PAGE> 12
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TRACKING YOUR INVESTMENT
- -------------------------
You will receive a periodic statement showing all transactions in your account.
YOU SHOULD RETAIN THESE STATEMENTS FOR TAX PURPOSES.
You should notify the Plan Administrator in writing promptly of any change of
address since statements and reports will be mailed to your address of record.
- --------------------------------------
HOW TO STOP PARTICIPATING IN THE PLAN
- --------------------------------------
[ ] If you wish to stop reinvesting your dividends, simply write the Plan
Administrator. The Plan Administrator must receive your request at least
five business days before the dividend record date.
[ ] If you wish to stop automatic monthly investments, write the Plan
Administrator. The Plan Administrator must receive your request at least
five business days before the withdrawal date for automatic monthly
purchase.
[ ] If your request to stop participating is received after these dates it will
be processed after the investment or withdrawal has occurred.
[ ] If you stop participating in the Plan you will have the following options:
CERTIFICATES -- You may request a certificate for all full shares in your
account. Any fractional shares will be converted to cash at the current
market price and you will receive a check for the sale proceeds less a
$10.00 service charge.
CERTIFICATES AND CASH -- You may request a certificate for any portion of
your full shares and receive a check for the proceeds of sale of the
remaining full and fractional shares, less a $10.00 service charge.
CASH -- You may request conversion to cash of all your full and fractional
shares and receive a check for the proceeds of sale, less a $10.00 service
charge.
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ARRANGEMENTS FOR SHAREHOLDERS MEETINGS
- ---------------------------------------
For any shareholders meeting, you will receive a proxy that covers all the
shares you hold in the Plan plus a proxy statement and annual report. The proxy
allows you to indicate how you want your shares to be voted. Your shares will be
voted only as you indicate.
Plan Administrator Telephone Number: 800-884-4225
10
<PAGE> 13
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SHARE SPLITS, RIGHTS OFFERINGS AND OTHER DISTRIBUTIONS
- -------------------------------------------------------
If EPR declares a share split or a dividend payable in shares, we will credit
your account with the appropriate number of shares on the payment date.
If EPR makes a rights offering to its shareholders, you will be entitled to
those rights based on the number of shares credited to your account.
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TAX CONSEQUENCES
- -----------------
THE FOLLOWING IS A GENERAL SUMMARY OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES
FOR INDIVIDUALS PARTICIPATING IN THE PLAN. THIS SUMMARY IS NOT INTENDED TO
PROVIDE A COMPREHENSIVE DISCUSSION OF ALL TAX CONSEQUENCES ARISING FROM
PARTICIPATION IN THE PLAN. WE URGE YOU TO CONSULT WITH YOUR OWN TAX ADVISOR
ABOUT THE TAX IMPACT OF YOUR PARTICIPATION IN THE PLAN AND ANY TRANSACTIONS MADE
FOR YOUR ACCOUNT.
All dividends paid to you, whether or not they are reinvested, are considered
taxable income to you in the year they are received. All brokerage commissions
that EPR pays when you buy shares through the Plan must also be reported as
taxable income to you. The brokerage commissions then become part of your "cost
basis," which you will use in determining your taxable gain or loss at the time
you sell your shares. The total amount of dividends and brokerage commissions
will be reported to you and the Internal Revenue Service shortly after the close
of each year.
As required by law, all shares that are sold through the Plan Administrator will
be reported to the Internal Revenue Service. Any gain or loss, whether you sell
through the Plan Administrator or through your broker, should be reported when
you file your income tax return.
BE SURE TO KEEP YOUR ACCOUNT STATEMENTS FOR INCOME TAX PURPOSES.
Plan participants who are non-resident aliens or non-U.S. corporations,
partnerships or other entities generally are subject to a withholding tax on
dividends paid on shares in the Plan. The Plan Administrator is required to
withhold from dividends paid the appropriate amount determined under U.S.
Treasury regulations. Any applicable withholding tax may be determined by Tax
Treaty between the U.S. and the country in which the foreign participant
resides. Dividends for foreign participants will be reinvested after deduction
of the appropriate withholding tax.
Plan Administrator Telephone Number: 800-884-4225
11
<PAGE> 14
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DIVIDENDS
- -----------------
EPR normally pays dividends following the end of each calendar quarter.
Dividends are paid to shareholders of record on the record date set by the Board
of Trustees.
- ------------------------------
CHANGES TO THE PLAN
- ------------------------------
We may add to, modify or discontinue the Plan at any time. We will send you
written notice of any significant changes.
If we discontinue the Plan, we will return to you any uninvested automatic
deductions from your bank account, issue free of charge a certificate for full
shares credited to your account and pay you in cash for any fractional shares
credited to your account.
- -------------------------------
CHANGE IN ELIGIBILITY
- -------------------------------
We reserve the right to deny, suspend or terminate participation in the Plan by
any shareholder who we believe is using the Plan in a manner inconsistent with
its intended purposes, any shareholder who we believe is seeking to "arbitrage"
our shares, or any shareholder whose holdings would exceed 9.8% of our
outstanding shares or who we believe has engaged in excessive cash-in cash-out
transactions.
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RESPONSIBILITIES OF EPR AND THE PLAN ADMINISTRATOR
- ----------------------------------------------------------------------
Neither EPR nor the Plan Administrator will be liable for any act or failure to
act as long as it has made a good faith effort to carry out the terms of the
Plan as described in this prospectus. Specifically, neither EPR nor the Plan
Administrator will be liable for:
- Any failure to terminate your account upon your death before
receiving written notice of your death
- The prices at which shares are purchased or sold
- Any fluctuations in the market price for EPR's shares
Although EPR is required as a REIT to distribute at least 95% of its net income
as dividends to shareholders, payment of dividends is determined in the
discretion of the Board of Trustees and is dependent on EPR's future earnings
and financial condition.
Plan Administrator Telephone Number: 800-884-4225
12
<PAGE> 15
Participants should recognize that neither EPR nor the Plan Administrator can
promise a profit or protect against loss on shares purchased under the Plan.
THE PLAN ADMINISTRATOR IS NOT RESPONSIBLE FOR THE CONTENTS OF THIS PROSPECTUS.
- ---------------------------------
DESCRIPTION OF OUR COMMON SHARES
- ---------------------------------
DIVIDEND RIGHTS -- Each common share of beneficial interest of EPR is entitled
to the same dividend. Dividends are authorized and declared by the Board of
Trustees and paid by EPR on a quarterly basis, generally in the latter part of
April, July, October and January of each year.
VOTING RIGHTS -- Subject to provisions in our Declaration of Trust restricting
individual ownership of more than 9.8% of our outstanding shares, each
shareholder is entitled to one vote for each share held. There are no cumulative
voting rights. Shareholders are entitled to elect members of the Board of
Trustees and to vote on all matters requiring shareholder approval under
Maryland law and our Declaration of Trust and By-Laws. There are currently five
Trustees. The Board of Trustees is divided into three classes, with Trustees
serving staggered terms of three years.
LIQUIDATION RIGHTS -- If EPR is liquidated, common shareholders are entitled to
receive all assets of the Company which remain after its debts are paid and the
holders of any outstanding preferred shares or other senior securities are paid.
PREEMPTIVE RIGHTS -- Shareholders have no preemptive right to purchase
additional securities issued by EPR. There are no provisions for redemption,
conversion rights, sinking funds or liability for further calls or assessments
on EPR's common shares.
OWNERSHIP LIMITS -- As a REIT, not more than 50% of EPR's outstanding shares may
be held by five or fewer individuals at any time during the second half of any
taxable year. We are also required to have not less than 100 shareholders during
most of each taxable year. To ensure compliance with these requirements, there
are limitations on the amount of shares which may be owned by any one
individual. An individual who owns more than 9.8% of our outstanding shares may
be required to forfeit the "excess shares."
Plan Administrator Telephone Number: 800-884-4225
13
<PAGE> 16
- ----------------------------------
ADDITIONAL INFORMATION
- ----------------------------------
As a public company with securities listed on the New York Stock Exchange, 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. Copies of these materials may be obtained
by mail from the Public Reference Rooms of the Commission. Please call the SEC
at 1-800-SEC-0330 for further information. 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 that we filed
with the SEC to register the shares offered under the Plan. 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 period ended December 31, 1997.
2. The description of our shares contained in EPR's registration statement on
Form 8-A under the Exchange Act.
3. EPR's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998.
4. EPR's Proxy Statement dated March 30, 1998.
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
Plan.
The documents listed above may be obtained free of charge as described on page 2
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 document or
incorporated by reference. We have not authorized anyone to provide you with
other information.
Plan Administrator Telephone Number: 800-884-4225
14
<PAGE> 17
- -------------------------------
CERTAIN RISK FACTORS
- -------------------------------
For a list of certain factors which you should consider in purchasing our common
shares, see the risk factors under the caption "Forward Looking Statements"
incorporated by reference from our Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998 and our
Annual Report on Form 10-K for the period ended December 31, 1997. In addition,
you should consider the following factors when purchasing common 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 -- Although it is our current policy to maintain a ratio of debt
to total market capitalization of less than 50%, 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.
Plan Administrator Telephone Number: 800-884-4225
15
<PAGE> 18
- ------------------------
USE OF PROCEEDS
- ------------------------
EPR will use the proceeds from shares purchased directly from EPR through the
Plan for investment in properties and general corporate purposes.
- ----------------------
LEGAL OPINION
- ----------------------
Armstrong Teasdale LLP, Kansas City, Missouri, counsel to EPR, has passed upon
the validity of the shares being offered under the Plan.
- --------------
EXPERTS
- --------------
We have incorporated our financial statements in this prospectus by reference to
our Annual Report on Form 10-K for the period ended December 31, 1997, in
reliance on the report given upon the authority of Ernst & Young LLP as experts
in auditing and accounting.
- -------------------------------------------------------
INDEMNIFICATION OF TRUSTEES AND OFFICERS
- -------------------------------------------------------
The SEC has taken the position that indemnifying trustees, officers and
controlling persons of EPR for liabilities under the Securities Act is against
public policy. In addition, in accordance with SEC requirements, EPR will not
make any indemnification payment described above unless a court of competent
jurisdiction has determined that the indemnification is not against public
policy.
Plan Administrator Telephone Number: 800-884-4225
16
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with this offering are set forth in
the following table:
<TABLE>
<S> <C>
SEC Registration Fee........................................ $
Accounting Fees and Expenses................................ 3,000
Legal Fees and Expenses..................................... 10,000
Plan Administrator Fees and Expenses........................ 10,000
Printing Expenses........................................... 2,000
Miscellaneous............................................... 1,000
-------
Total.................................................. $26,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF TRUSTEE 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
II-1
<PAGE> 20
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.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
Opinion of Armstrong Teasdale LLP as to the legality of the
5.2 shares being registered
23.7 Consent of Armstrong Teasdale LLP (included in Exhibit 5.2)
23.9 Consent of Ernst & Young, LLP
24.1 Power of Attorney (included on the signature page)
99 Plan Enrollment Form
</TABLE>
ITEM 17. 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 (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
dividend reinvestment and direct share purchase plan for which such securities
are being registered.
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 15 -- 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.
II-2
<PAGE> 21
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Kansas City, Missouri on February 9, 1999.
ENTERTAINMENT PROPERTIES TRUST
By: /s/ David M. Brain
--------------------------------------
David M. Brain
Chief Financial Officer
II-3
<PAGE> 22
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
--------- ----- ----
<C> <S> <C>
/s/ PETER C. BROWN Chairman February 9, 1999
- --------------------------------------------------------
Peter C. Brown
/s/ ROBERT L. HARRIS President and Trustee February 9, 1999
- --------------------------------------------------------
Robert L. Harris
/s/ CHARLES S. PAUL Trustee February 9, 1999
- --------------------------------------------------------
Charles S. Paul
/s/ ROBERT J. DRUTEN Trustee February 9, 1999
- --------------------------------------------------------
Robert J. Druten
/s/ SCOTT H. WARD Trustee February 9, 1999
- --------------------------------------------------------
Scott H. Ward
/s/ DAVID M. BRAIN Chief Financial Officer February 9, 1999
- --------------------------------------------------------
David M. Brain
</TABLE>
II-4
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<C> <S>
5.2 Opinion of Armstrong Teasdale LLP as to the legality of the
shares being registered
23.7 Consent of Armstrong Teasdale LLP (included in Exhibit 5.2)
23.9 Consent of Ernst & Young, LLP
24.1 Power of Attorney (included on the signature page)
99 Plan Enrollment Form
</TABLE>
<PAGE> 24
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------------------
EXHIBITS
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------------------------------
ENTERTAINMENT PROPERTIES TRUST
<PAGE> 1
EXHIBIT 5.2
[ARMSTRONG & TEASDALE LETTERHEAD]
February ___, 1999
Entertainment Properties Trust
1200 Main Street
Suite 3250
Kansas City, MO 64105
Re: Registration Statement on Form 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 1,000,000 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 "1933 Act") including the prospectus contained in the
Registration Statement (as amended or supplemented, the "Prospectus") in
connection with the Company's Dividend Reinvestment and Direct Share Purchase
Plan (the "Plan"). 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, including the form of prospectus included
therein, in the form in which it was filed with the Securities and Exchange
Commission (the "Commission") under the 1933 Act;
2. The 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;
<PAGE> 2
Attorneys at Law
[ARMSTRONG TEASDALE LLP LOGO]
February ___, 1999
Page 2
4. Minutes of Special Meeting of the Board of Trustees of the Company
approving the sale, issuance and registration of the Shares.
5. A certificate of the DAT as to the good standing of the Company; and
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 or 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 upon 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 Plan as summarized in the Prospectus, will be
validly issued, fully paid and nonassessable.
<PAGE> 3
Attorneys at Law
[ARMSTRONG TEASDALE LLP LOGO]
February ___, 1999
Page 3
Members of our firm are admitted to practice in the State of Maryland. The
foregoing opinion is limited to the Statutes of the State of Maryland and we do
not express any opinion herein concerning any other law. We express no opinion
as to the applicability or effect of any federal or state securities laws.
We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for submission to the
Commission as an exhibit to the Registration Statement, and, accordingly, may
not be relied upon by, quoted in any manner to, or delivered to any other person
or entity without, in each instance, our prior written consent.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of the name of our firm therein. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
Very truly yours,
Armstrong Teasdale LLP
<PAGE> 1
EXHIBIT 23.9
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) pertaining to the Dividend Reinvestment and
Direct Share Purchase Plan of Entertainment Properties Trust and to the
incorporation by reference therein of our report dated January 13, 1998, with
respect to the financial statements and schedule of Entertainment Properties
Trust included in its Annual Report (Form 10-K) for the period ended December
31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
January 29, 1999
<PAGE> 1
EXHIBIT 99
ENROLLMENT FORM
ENTERTAINMENT PROPERTIES TRUST
DIVIDEND REINVESTMENT AND DIRECT SHARE PURCHASE PLAN
INVESTOR INFORMATION
<TABLE>
<S> <C>
- ------------------------------------------------ ( )
Name ------------------------------------------------
- ------------------------------------------------ Daytime Phone
Street Name and Number Apartment Number ------------------------------------------------
- ------------------------------------------------ Taxpayer I.D. No. (Social Security Number)
City, State, Zip
</TABLE>
Please print all items except signatures. Return completed form to:
UMB BANK N.A.
SECURITIES TRANSFER DIVISION
P.O. BOX 410064
KANSAS CITY MO 64141
A. ENROLLING IN THE PLAN
- ------ I wish to enroll by making an initial cash investment of
$ ________________ in common shares ($200 minimum /$100,000 maximum)
payable by check or money order to UMB Bank, n.a.
- ------ I am currently a shareholder and want to enroll in the Plan to reinvest
my dividends
B. DIVIDEND REINVESTMENT (Check applicable option)
- ------ Full
- ------ Partial: Please invest ____ % of my dividends in shares and pay the
balance to me in cash (See Item F for direct deposit
authorization)
C. ACCOUNT REGISTRATION (Please check one box and provide all requested
information.)
[ ] INDIVIDUAL OR JOINT -- Joint accounts will be presumed to be joint
tenants with right of survivorship unless restricted by applicable
state law or otherwise indicated. Only one Taxpayer I.D. No. (Social
Security Number) is required for tax reporting.
------------------------------------------------------------------------
Owner's First Name M.I. Last Name Owner's Social Security
Number Joint Owner's First Name M.I. Last Name
[ ] CUSTODIAL -- A minor is the beneficial owner of the account with an
adult custodian managing the account until the minor become of age,
as specified in the Uniform Gift/Transfers to Minors Act in the
minor's state of residence
------------------------------------------------------------------------
Custodian's First Name M.I. Last Name Minor's First Name M.I. Last
Name Minor's Soc. Sec. Number Minor's State of Residence
[ ] TRUST -- Account is established in accordance with the provisions of
a trust agreement.
------------------------------------------------------------------------
Trustee Name Beneficiary Trust Date Taxpayer I.D. No.
[ ] CORPORATION, PARTNERSHIP or OTHER ENTITY
------------------------------------------------------------------------
Business Name Taxpayer I.D. No.
D. SIGNATURES (all joint owners must sign)
By signing this form, I request enrollment, certify that I have received and
read the prospectus describing the Plan and agree to abide by the terms and
conditions of the Plan. I appoint UMB Bank, n.a. as Agent to apply dividends and
any cash investments I make to the purchase of shares in the Plan. I understand
I may revoke this authorization at any time by written notice to UMB Bank, n.a.
Under penalty of perjury, I certify that: (a) the Taxpayer I.D. No. (Social
Security Number) shown on this form is correct, and (b) I am not subject to
backup withholding, either because (1) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of my
failure to report all interest or dividends or because of my nationality, or (2)
the IRS has notified me that I am no longer subject to backup withholding.
(CHECK THIS BOX [ ] IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO
BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING OF INTEREST OR DIVIDENDS ON YOUR
TAX RETURNS OR IF YOU ARE A FOREIGN NATIONAL)
- ---------------------------------------------------------
Signature Date
- ---------------------------------------------------------
Signature Date
<PAGE> 2
E. ACCOUNT WITHDRAWAL AUTHORIZATION
After you have made an initial cash investment of at least $200 or if you
are already an EPR shareholder, you may elect to make optional cash
payments on a monthly basis via automated electronic funds transfer. This
option allows you to transfer money from your checking account to your Plan
account automatically. You will be responsible for any charges imposed by
your bank or other financial institution in connection with the transfer.
Amount to be invested each month: $ ____________________ ($50 monthly
minimum)
Attach a VOIDED check and complete the bank information below:
<TABLE>
<S> <C>
- ------------------------------------------------ ( )
Bank Name ------------------------------------------------
- ------------------------------------------------ Bank Phone Number (including area code)
Bank Address (city and state) ------------------------------------------------
Bank Representative
Y Y Y Y Y Y Y Y ------------------------------------------------
- ------------------------------------------------ Bank Account Number
Bank Routing Number (9 digit number on bottom of
check)
</TABLE>
For assistance regarding this information, you may wish to contact the ACH
Coordinator at your financial institution.
By signing this form, I authorize UMB Bank, n.a. as Plan Administrator to credit
my Plan account by withdrawing the amount specified above from the checking
account shown above three business days prior to the investment date in EPR
shares. The investment date shall be on the 15th of each month (or the next
business day). This authorization will remain in effect until changed or
canceled by written notification to UMB Bank, n.a.
- ---------------------------------------------------------
Signature Date
- ---------------------------------------------------------
Signature Date
F. DIRECT DEPOSIT AUTHORIZATION (If you want any of your cash dividends which
are not invested in additional shares to be deposited directly into your
checking account, please execute this Form)
I have elected partial dividend reinvestment and desire that the cash
portion of my dividends be direct deposited into my account. UMB Bank,
n.a., as agent for Entertainment Properties Trust, is authorized to send
the uninvested cash portion of my dividends by electronic funds transfer
directly to the following account:
Attach a VOIDED check and complete the bank information below:
<TABLE>
<S> <C>
- ------------------------------------------------ ( )
Bank Name ------------------------------------------------
- ------------------------------------------------ Bank Phone Number (including area code)
Bank Address (city and state) ------------------------------------------------
Bank Representative
Y Y Y Y Y Y Y Y ------------------------------------------------
- ------------------------------------------------ Bank Account Number
Bank Routing Number (9 digit number on bottom of
check)
</TABLE>
For assistance regarding this information, you may wish to contact the ACH
Coordinator at your financial institution.
UMB Bank, n.a. is also authorized to initiate corrections, if necessary,
to any amounts credited in error. I understand UMB Bank, n.a. (on behalf
of EPR) may terminate the direct deposit service at any time and for any
reason and that UMB Bank, n.a. may in its discretion make cash dividend
payments by check mailed to me at the address shown on this Form or such
other address as I specify in writing from time to time. This
authorization will remain in effect until UMB Bank, n.a. receives written
revocation in sufficient time to enable it to act on that revocation or
until UMB Bank, n.a. discontinues this service.
All investors on the account have signed below.
<TABLE>
<S> <C>
---------------------------------------------- ----------------------------------------------
Signature Date Signature Date
</TABLE>
