AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 2003.
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENTERTAINMENT PROPERTIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Maryland 43-1790877
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
30 W. Pershing Road, Suite 201
Kansas City, Missouri 64108
(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, SECRETARY, GENERAL COUNSEL
AND CHIEF DEVELOPMENT OFFICER
ENTERTAINMENT PROPERTIES TRUST
30 W. PERSHING ROAD, SUITE 201
KANSAS CITY, MISSOURI 64108
(816) 472-1700
(Name, address, including zip code, and telephone number,
including area code, of agent for service).
with a copy to:
Marc Salle, Esq.
Sonnenschein Nath & Rosenthal LLP
4520 Main Street, Suite 1100
Kansas City, Missouri 64111
(816) 460-2555
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement pursuant to Rule
415.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, 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. [X] 333-87242
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
To be Registered Registered (2) Security (2) Price(2) Registration Fee
(3)(4)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common shares of
beneficial interest,
preferred shares of
beneficial interest, $81,000,000 100% $81,000,000 $7,302.15
warrants and debt
securities(4)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1) Includes an indeterminate amount and number of common shares, preferred
shares, warrants and debt securities as may be issued at indeterminate prices,
but with an aggregate initial offering price not to exceed $81,000,000 plus such
indeterminate amount and number of common shares as may be issued upon exercise
of warrants or upon conversion of any preferred shares or debt securities issued
hereunder, plus an indeterminate amount and number of debt securities and/or
preferred shares that may be issued upon exercise of warrants, plus an
indeterminate amount and number of preferred shares that may be issued upon
conversion of debt securities. Includes, in the case of securities issued at an
original issue discount, such greater principal amount as shall result in an
aggregate public offering price not exceeding $81,000,000.
(2) Includes securities registered under the issuer's registration statement on
Form S-3, as amended (File Number 333-87242) in the aggregate maximum offering
amount of $67,500,000 remaining unsold under that registration statement, plus
$13,500,000 in maximum aggregate offering amount of additional securities
registered by this registration statement pursuant to Rule 462(b).
(3) Pursuant to Rule 457(o) under the Securities Act of 1933, the registration
fee is calculated on the maximum offering price of all securities listed, and
the table does not specify information by each class about the amount to be
registered.
(4) $1,092.15 remitted with the filing of this Form S-3. $6,210 previously
remitted in connection with the registration statement on Form S-3 (File Number
333-87242) relating to securities remaining unsold in the offering contemplated
thereby which is offset against the currently due filing fee pursuant to Rule
457(p) under the Securities Act of 1933.
(5) Any securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
EXPLANATORY NOTE
THIS REGISTRATION STATEMENT IS BEING FILED PURSUANT TO RULE 462(B) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THE CONTENTS OF THE REGISTRATION STATEMENT
ON FORM S-3 (FILE NUMBER 333-87242) FILED BY THE REGISTRANT WITH THE SECURITIES
AND EXCHANGE COMMISSION ON APRIL 30, 2002, AS AMENDED BY AMENDMENT NO. 1 THERETO
FILED WITH THE COMMISSION ON MAY 17, 2002, TOGETHER WITH ALL EXHBIITS THERETO,
ARE INCORPORATED BY REFERENCE INTO THIS REGISTRATION STATEMENT.
EXHIBITS
In addition to the exhibits incorporated by reference from the registration
statement on Form S-3 (File No. 333-87242), as amended, the following exhibits
are part of this registration statement and are filed herewith.
Exhibit No. Description
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5.6 Opinion of Sonnenschein Nath & Rosenthal LLP
8.3 Tax Opinion of Sonnenschein Nath & Rosenthal LLP
23.15 Consent of Ernst & Young LLP
23.16 Consent of KPMG LLP
23.17 Consent of Sonnenschein Nath & Rosenthal LLP (included
in Exhibits 5.6 and 8.3)
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 on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Kansas City, Missouri on September 17, 2003.
ENTERTAINMENT PROPERTIES TRUST
By: /s/ David M. Brain
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David M. Brain
President and Chief Executive Officer
Know all people by these presents, that each person whose signature appears
below constitutes and appoints David M. Brain and Fred L. Kennon, 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 and 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
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/s/ Robert J. Druten Chairman September 17, 2003
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Robert J. Druten
President, Chief Executive
/s/ David M. Brain Officer and Trustee September 17, 2003
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David M. Brain
/s/ James A. Olson Trustee September 17, 2003
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James A. Olson
/s/ Scott H. Ward Trustee September 17, 2003
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Scott H. Ward
/s/ Morgan G. Earnest II Trustee September 17, 2003
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Morgan G. Earnest II
Vice President, Treasurer and
/s/ Fred L. Kennon Chief Financial Officer September 17, 2003
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Fred L. Kennon
EXHIBIT INDEX
Exhibit No. Description
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5.6 Opinion of Sonnenschein Nath & Rosenthal LLP*
8.3 Tax Opinion of Sonnenschein Nath & Rosenthal LLP*
23.15 Consent of Ernst & Young LLP*
23.16 Consent of KPMG LLP*
23.17 Consent of Sonnenschein Nath & Rosenthal LLP (included
in Exhibits 5.6 and 8.3)
* Filed herewith