SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
MARCH 29, 2004
ENTERTAINMENT PROPERTIES TRUST
(Exact Name of Registrant as Specified in its Charter)
MARYLAND 1-13561 43-1790877
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification Number)
30 WEST PERSHING ROAD, SUITE 201, KANSAS CITY, MISSOURI 64108
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(Address of Principal Executive Office) (Zip Code)
(816) 472-1700
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
NOT APPLICABLE
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(Former name or former address if changed since last report)
ITEM 5. OTHER EVENTS
On March 29, 2004, we entered into an amendment to our secured revolving
credit facility with Fleet National Bank (the "Fleet Credit Facility") which
increased the maximum amount available for borrowing under the Fleet Credit
Facility from $50 million to $150 million, subject to compliance with the
borrowing base and other covenants contained in the Fleet Credit Facility. The
Fleet Credit Facility bears interest at LIBOR plus 1.75% - 2.5% or the
Applicable Base Rate plus 0.25% - 1%, depending on our leverage ratio at the
time of each advance. The Fleet Credit Facility matures on March 29, 2007, and
may be extended for an additional year at our option. Fleet National Bank acted
as agent for a syndicate of lenders which includes Royal Bank of Canada and JP
Morgan Chase Bank. On March 31, 2004, we used approximately $40 million in
borrowings under the Fleet Credit Facility to pay off our secured credit
facility with iStar Financial. We intend to use future borrowings under the
Fleet Credit Facility in the acquisition of properties.
On March 31, 2004, we acquired three megaplex theatre properties from AMC
for an aggregate purchase price of approximately $64.3 million. The theatres,
located in Phoenix, Arizona, Mesa, Arizona and Hamilton, New Jersey, have been
leased-back to AMC under long-term triple-net leases. To enable us to acquire
these properties pending their inclusion in the Fleet Credit Facility borrowing
base, we obtained on March 30, 2004 an unsecured term loan (the "Term Loan") in
the principal amount of US $65 million from Royal Bank of Canada and JP Morgan
Chase Bank. The Term Loan was arranged by RBC Capital Markets, which received
customary fees for serving in that capacity. The interest rate on the Term Loan
is equal to the Applicable Base Rate plus 2% from the closing date of the Term
Loan to 45 days after the closing date and 2.5% from day 46 through the maturity
date. The Term Loan matures on June 30, 2004. We are required to prepay the Term
Loan in full with the proceeds of a public offering of equity securities. We are
also required to prepay the Term Loan in part if the theatres are included in
the borrowing base under the Fleet Credit Facility. We may not encumber the
theatres unless and until such prepayment is made. If the theatres have not been
pledged as collateral under the Fleet Credit Facility and the Term Loan has not
been prepaid by May 15, 2004, Royal Bank of Canada and JP Morgan Chase Bank will
have the right to require that the theatres be pledged as collateral for the
Term Loan.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS DESCRIPTION OF EXHIBIT
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10.1 Amended and Restated Master Credit Agreement, dated as of
March 29, 2004, among 30 West Pershing, LLC, EPR Hialeah,
Inc., Westcol Center, LLC, individually and collectively,
the Borrower, Entertainment Properties Trust, as Guarantor,
Fleet National Bank, as Agent and Lender, Royal Bank of
Canada, as Syndication Agent, JP Morgan Chase Bank, as
Documentation Agent, and other lenders party thereto, is
attached hereto as Exhibit 10.1
10.2 Loan Agreement, dated as of March 30, 2004, among
Entertainment Properties Trust, as Borrower, 30 West
Pershing, LLC, as Guarantor, RBC Capital Markets, as Lead
Arranger and Sole Bookrunner, Royal Bank of Canada, as Agent
and Lender, other Lenders party thereto, and JPMorgan Chase
Bank, as Co-Arranger, is attached hereto as Exhibit 10.2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENTERTAINMENT PROPERTIES TRUST
Date: April 5, 2004 By /s/ Fred L. Kennon
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Fred L. Kennon
Vice President, Treasurer and Chief
Financial Officer