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): May 30, 2002
Commission File No. 1-13561
ENTERTAINMENT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 43-1790877
------------------- ------------------------------------
(State of Formation) (IRS Employer Identification Number)
30 West Pershing Road, Suite 201, Kansas City, Missouri 64108
---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(816) 472-1700
---------------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
--------------------------------------------
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On May 23, 2002, Entertainment Properties Trust ("EPR") entered into an
underwriting agreement with Bear, Stearns & Co. Inc., Prudential Securities
Incorporated, BB&T Capital Markets, Fahnestock & Co. Inc., Ferris Baker Watts
Incorporated and Stifel, Nicolaus & Company, Incorporated (the "Underwriters")
pursuant to which the Underwriters purchased 2,300,000 of EPR's 9.50% Series A
Cumulative Redeemable Preferred Shares, par value $0.01 per share (the "Series A
Preferred Shares"), including 300,000 Series A Preferred Shares to cover
over-allotments, at a price of $24.2125 per share. The Series A Preferred Shares
were offered to the public at the public offering price of $25.00 per share.
On May 24, 2002, EPR filed a prospectus supplement dated May 23, 2002
with the Commission with respect to the offering, supplementing EPR's prospectus
dated May 17, 2002 which is part of a "universal shelf" Registration Statement
on Form S-3 (No. 333-87242) filed by EPR with the Commission. On May 30, 2002,
EPR filed the Underwriting Agreement as Exhibit 1.1 to a Current Report on Form
8-K, and the offering was closed on that date. The Series A Preferred Shares
have been approved for listing on the New York Stock Exchange under the ticker
symbol "EPR prA."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 5.2 Opinion of Kutak Rock LLP as to the legality of the
Series A Preferred Shares