UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
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|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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Commission file number 1-13561
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ENTERTAINMENT PROPERTIES TRUST
(Exact name of Registrant as specified in its charter)
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MARYLAND 43-1790877
(State or other jurisdiction (I.R.S. Employer identification no.)
of incorporation or organization)
30 PERSHING ROAD, UNION STATION SUITE 201 64108
KANSAS CITY, MISSOURI (Zip code)
(Address of principal executive offices)
(816) 472-1700
Registrant's telephone number, including area code
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Shares of Beneficial New York Stock Exchange
Interest, par value
$0.01 per share
9.5% Series A Cumulative New York Stock Exchange
Preferred Shares, par value
$0.01 per share
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES |X| NO |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). YES |X| NO |_|
THE AGGREGATE MARKET VALUE OF THE COMMON SHARES OF BENEFICIAL INTEREST ("COMMON
SHARES") OF THE REGISTRANT HELD BY NON-AFFILIATES AS OF JUNE 30, 2003 WAS
$492,933,844 (BASED ON THE CLOSING SALES PRICE PER COMMON SHARE ON THE NEW YORK
STOCK EXCHANGE ON JUNE 30, 2003 OF $28.75). AT FEBRUARY 13, 2004, THERE WERE
19,661,496 COMMON SHARES OUTSTANDING.
ENTERTAINMENT PROPERTIES TRUST
TABLE OF CONTENTS
Explanatory Note............................................................ i
List of Exhibits............................................................ 1
Signatures.................................................................. 4
Exhibit Index............................................................... 5
EXPLANATORY NOTE
Entertainment Properties Trust ("EPR") is filing this amendment to its
annual report on Form 10-K for the year ended December 31, 2003 ("Form 10-K")
solely for the purpose of revising the List of Exhibits in Item 15(c) of the
Form 10-K, filing certain exhibits and revising the Exhibit Index. As originally
filed, the List of Exhibits inadvertently omitted certain documents. The List of
Exhibits contained herein includes the exhibits required by Item 601 of
Regulation S-K for a Form 10-K filing, and documents not incorporated by
reference are filed as exhibits herewith as reflected in the Exhibit Index.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(C) EXHIBITS
EXHIBIT NO. DESCRIPTION
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3.1 Amended and Restated Declaration of Trust of the Company,
which is attached as Exhibit 3.2 to the Company's Current
Report on Form 8-K (Commission File No. 1-13561) filed on
June 7, 1999, is hereby incorporated by reference as Exhibit
3.1
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3.2 Bylaws of the Company, which are attached as Exhibit 3.3 to
the Company's Current Report on Form 8-K (Commission File
No. 1-13561) filed on June 7, 1999, is hereby incorporated
by reference as Exhibit 3.2
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4.1 See Exhibit 3.1
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4.2 See Exhibit 3.2
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4.3 Form of share certificate for common shares of beneficial
interest of the Company, which is attached as Exhibit 4.5 to
the Company's Registration Statement on Form S-11, as
amended, (Registration No. 333-35281), is hereby
incorporated by reference as Exhibit 4.3
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4.4 Articles Supplementary of Preferred Shares, which is
attached as Exhibit 4.4 to the Company's Form 8-A12B
(Commission File No. 1-13561) filed on May 24, 2002, is
hereby incorporated by reference as Exhibit 4.4
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4.5 Form of 9.50% Series A Preferred Share Certificate, which is
attached as Exhibit 4.5 to the Company's Form 8-A12B
(Commission File No. 1-13561) filed on May 24, 2002, is
hereby incorporated by reference as Exhibit 4.5
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4.6 Registration Rights Agreement between Entertainment
Properties Trust, Whitby Centrum Limited Partnership,
Oakville Centrum Limited Partnership, Kanata Centrum Limited
Partnership, Courtney Square Limited Partnership and 2041197
Ontario Ltd., dated February 24, 2004, which is attached as
Exhibit 10.10 to the Form 8-K/A (Commission File No.
1-13561) filed on March 16, 2004, is hereby incorporated by
reference as Exhibit 4.6
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10.1 Mississauga Entertainment Centrum Agreement dated November
14, 2003 among Courtney Square Ltd., EPR North Trust and
Entertainment Properties Trust, which is attached as Exhibit
10.1 to the Form 8-K (Commission File No. 1-13561) filed
March 15, 2004, is hereby incorporated by reference as
Exhibit 10.1
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10.2 Oakville Entertainment Centrum Agreement dated November 14,
2003 among Penex Winston Ltd., EPR North Trust and
Entertainment Properties Trust, which is attached as Exhibit
10.2 to the Form 8-K (Commission File No. 1-13561) filed
March 15, 2004, is hereby incorporated by reference as
Exhibit 10.2
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10.3 Whitby Entertainment Centrum Agreement dated November 14,
2003 among Penex Whitby Ltd., EPR North Trust and
Entertainment Properties Trust, which is attached as Exhibit
10.3 to the Form 8-K (Commission File No. 1-13561) filed
March 15, 2004, is hereby incorporated by reference as
Exhibit 10.3
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10.4 Kanata Walk Centrum Agreement dated November 14, 2003 among
Penex Kanata Ltd., Penex Main Ltd., EPR North Trust and
Entertainment Properties Trust, which is attached as Exhibit
10.4 to the Form 8-K (Commission File No. 1-13561) filed
March 15, 2004, is hereby incorporated by reference as
Exhibit 10.4
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10.5 Amending Agreements among Courtney Square Ltd., EPR North
Trust and Entertainment Properties Trust, which is attached
as Exhibit 10.5 to the Form 8-K (Commission File No.
1-13561) filed March 15, 2004, is hereby incorporated by
reference as Exhibit 10.5
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10.6 Amending Agreements among Penex Winston Ltd., EPR North
Trust and Entertainment Properties Trust, which is attached
as Exhibit 10.6 to the Form 8-K (Commission File No.
1-13561) filed March 15, 2004, is hereby incorporated by
reference as Exhibit 10.6
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10.7 Amending Agreements among Penex Whitby Ltd., EPR North Trust
and Entertainment Properties Trust, which is attached as
Exhibit 10.7 to the Form 8-K (Commission File No. 1-13561)
filed March 15, 2004, is hereby incorporated by reference as
Exhibit 10.7
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10.8 Amending Agreements among Penex Kanata Ltd., Penex Main
Ltd., EPR North Trust and Entertainment Properties Trust,
which is attached as Exhibit 10.8 to the Form 8-K
(Commission File No. 1-13561) filed March 15, 2004, is
hereby incorporated by reference as Exhibit 10.8
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10.9 Note Purchase Agreement dated February 24, 2004 between
Entertainment Properties Trust and Courtney Square Limited
Partnership, Whitby Centrum Limited Partnership, Oakville
Centrum
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Limited Partnership and Kanata Centrum Limited Partnership,
which is attached as Exhibit 10.9 to the Form 8-K
(Commission File No. 1-13561) filed March 15, 2004, is
hereby incorporated by reference as Exhibit 10.9
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10.10 Registration Rights Agreement between Entertainment
Properties Trust, Whitby Centrum Limited Partnership,
Oakville Centrum Limited Partnership, Kanata Centrum Limited
Partnership, Courtney Square Limited Partnership and 2041197
Ontario Ltd., dated February 24, 2004 (see Exhibit 4.6)
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10.11 Form of Agreement of Sale and Purchase between the Company
and American Multi-Cinema, Inc., which is attached as
Exhibit 10.1 to Amendment No. 3, filed on November 13, 1997,
to the Company's Registration Statement on Form S-11
(Registration No. 333-35281), is hereby incorporated by
reference as Exhibit 10.11
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10.12 Form of Option Agreement between the Company and American
Multi-Cinema, Inc., which is attached as Exhibit 10.2 to
Amendment No. 3, filed on November 13, 1997, to the
Company's Registration Statement on Form S-11 (Registration
No. 333-35281), is hereby incorporated by reference as
Exhibit 10.12
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10.13 Form of Option Agreement between the Company and Clip
Funding, Limited Partnership, which is attached as Exhibit
10.3 to Amendment No. 3, filed on November 13, 1997, to the
Company's Registration Statement on Form S-11 (Registration
No. 333-35281), is hereby incorporated by reference as
Exhibit 10.13
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10.14 Form of AMCE Right to Purchase Agreement between the Company
and AMC Entertainment Inc., which is attached as Exhibit
10.4 to Amendment No. 3, filed on November 13, 1997, to the
Company's Registration Statement on Form S-11 (Registration
No. 333-35281), is hereby incorporated by reference as
Exhibit 10.14
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10.15 Form of Lease entered into between the Company and American
Multi-Cinema, Inc., which is attached as Exhibit 10.5 to
Amendment No. 3, filed on November 13, 1997, to the
Company's Registration Statement on Form S-11 (Registration
No. 333-35281), is hereby incorporated by reference as
Exhibit 10.15
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10.16 Form of Guaranty of Lease entered into between the Company
and AMC Entertainment, Inc., which is attached as Exhibit
10.6 to Amendment No. 3, filed on November 13, 1997, to the
Company's Registration Statement on Form S-11 (Registration
No. 333-35281), is hereby incorporated by reference as
Exhibit 10.16
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10.17 Amended and Restated Master Credit Agreement, dated March
29, 2004, among the Company, 30 West Pershing, LLC and Fleet
National Bank, which is attached as Exhibit 10.1 to the Form
8-K (Commission File No. 1-13561) filed on April 5, 2004, is
hereby incorporated by reference as Exhibit 10.17.
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10.18 Loan Agreement, dated March 30, 2004, among the Company, 30
West Pershing, LLC, RBC Capital Markets, Royal Bank of
Canada and JP Morgan Chase Bank, which is attached as
Exhibit 10.2 to the Form 8-K (Commission File No. 1-13561)
filed on April 5, 2004, is hereby incorporated by reference
as Exhibit 10.18
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10.19 Form of Indemnification Agreement entered into between the
Company and each of its trustees and officers, which is
attached as Exhibit 10.8 to Amendment No. 1, filed October
28, 1997, to the Company's Registration Statement on Form
S-11 (Registration No. 333-35281), is hereby incorporated by
reference as Exhibit 10.19
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10.20 1997 Share Incentive Plan, which is attached as Exhibit 10.9
to Amendment No. 2, filed November 5, 1997, to the Company's
Registration Statement on Form S-11 (Registration No.
333-35281), is hereby incorporated by reference as Exhibit
10.20
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10.21 Deferred Compensation Plan for Non-Employee Trustees, which
is attached as Exhibit 10.10 to Amendment No. 2, filed
November 5, 1997, to the Company's Registration Statement on
Form S-11 (Registration No. 333-35281), is hereby
incorporated by reference as Exhibit 10.21
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10.22 Annual Incentive Program, which is attached as Exhibit 10.11
to Amendment No. 2, filed November 5, 1997, to the Company's
Registration Statement on Form S-11 (Registration No.
333-35281), is hereby incorporated by reference as Exhibit
10.22
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10.23 Employment Agreement with David M. Brain, which is attached
as Exhibit 10.12 to Amendment No. 1, filed May 20, 2002, to
the Company's Registration Statement on Form S-3
(Registration No. 333-87242), is hereby incorporated by
reference as Exhibit 10.23
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10.24 Employment Agreement with Fred L. Kennon is attached hereto
as Exhibit 10.24
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10.25 Employment Agreement with Gregory K. Silvers is attached
hereto as Exhibit 10.25
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10.26 Loan Agreement, dated as of June 29, 1998, between EPT
DownREIT II, Inc., as Borrower, and Archon Financial, L.P.,
as Lender, which is attached as Exhibit 10.15 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998 (Commission File No. 1-13561), is hereby
incorporated by reference as Exhibit 10.26
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10.27 Mortgage and Security Agreement, Deed of Trust and Security
Agreement and Loan Agreement for secured loans aggregating
$20.2 million to 3 Theatres, Inc., a wholly-owned subsidiary
of EPT DownREIT, Inc., which is attached as Exhibit 10.16 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (Commission File No. 1-13561), is
hereby incorporated by reference as Exhibit 10.27
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10.28 Mezzanine Loan Agreement, dated February 14, 2001, between
Megaplex Holdings, Inc. and iStar Funding, LLC, which is
attached as Exhibit 10.18 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2000 (Commission
File No. 1-13561), is hereby incorporated by reference as
Exhibit 10.28
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10.29 Loan Agreement, dated February 14, 2001, between Megaplex
Nine, Inc. and Bear Stearns Funding, Inc., which is attached
as Exhibit 10.19 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000 (Commission File No.
1-13561), is hereby incorporated by reference as Exhibit
10.29
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10.30 Amended and Restated Credit Agreement, dated May 18, 2001,
between the Company, the subsidiary guarantors party thereto
and iStar Financial Inc., which is attached as Exhibit 10.20
to the Company's Form 10-Q for the quarter ended June 30,
2001 (Commission File No. 1-13561), is hereby incorporated
by reference as Exhibit 10.30
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10.31 Second Amended and Restated Credit Agreement, dated as of
October 31, 2001, between the Company and SFT II, Inc.,
which is attached as Exhibit 10.21 to the Company's Annual
Report on Form 10-K for the year ended December 31, 2001
(Commission File No. 1-13561), is hereby incorporated by
reference as Exhibit 10.31
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10.32 Limited Partnership Interest Purchase Agreement, dated
October 27, 2003, among EPT New Roc GP, Inc., EPT New Roc,
LLC, LRC Industries, Inc., DKH - New Roc Associates, L.P.,
LC New Roc Inc. and New Roc Associates, L.P., which is
attached as Exhibit 10.1 to the Form 8-K filed November 12,
2003 (Commission File No. 1-13561), is hereby incorporated
by reference as Exhibit 10.32
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10.33 Second Amended and Restated Agreement of Limited Partnership
of New Roc Associates, L.P., which is attached as Exhibit
10.2 to the Form 8-K filed November 12, 2003 (Commission
File No. 1-13561), is hereby incorporated by reference as
Exhibit 10.33
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10.34 Loan Agreement, dated February 27, 2003, among Flik, Inc.,
as Borrower, EPT DownREIT, Inc., as Indemnitor, and Secore
Financial Corporation, as Lender, which is attached as
Exhibit 10.21 to the Form 8-K filed March 4, 2003
(Commission File No. 1-13561), is hereby incorporated by
reference as Exhibit 10.34
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21* Subsidiaries of the Company
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23.1* Consent of KPMG LLP
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23.2* Consent of Ernst & Young LLP
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31* Certifications Pursuant to Section 302 of the Sarbanes-Oxley
Act
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32* Certifications Furnished Pursuant to Section 906 of the
Sarbanes-Oxley Act
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* Previously filed
ENTERTAINMENT PROPERTIES TRUST SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.
ENTERTAINMENT PROPERTIES TRUST
Dated: April 13, 2003 By: /S/ FRED L. KENNON
-------------------------------
Fred L. Kennon
Vice President - Chief Financial
Officer, Treasurer and Controller
ENTERTAINMENT PROPERTIES TRUST
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.24 Employment Agreement with Fred L. Kennon is attached hereto
as Exhibit 10.24
10.25 Employment Agreement with Gregory K. Silvers is attached
hereto as Exhibit 10.25
21* Subsidiaries of the Company
23.1* Consent of KPMG LLP
23.2* Consent of Ernst & Young LLP
31* Certifications Pursuant to Section 302 of the Sarbanes-Oxley
Act
32* Certifications Furnished Pursuant to Section 906 of the
Sarbanes-Oxley Act
* Previously filed