UNITED STATES 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): July 31, 2008
Entertainment Properties Trust
(Exact name of registrant as specified in its charter)
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| Maryland
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1-13561
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43-1790877 |
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(Commission
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(I.R.S. Employer |
| incorporation)
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File Number)
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Identification No.) |
30 West Pershing Road, Suite 201
Kansas City, Missouri 64108
(Address of principal executive office)(Zip Code)
(816) 472-1700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01. Entry into a Material Agreement.
On July 31, 2008, Entertainment Properties Trust (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co., as representative of the
underwriters named therein (the “Underwriters”), in
connection with a public offering of 1,900,000 of the Company’s common shares of beneficial
interest, par value $0.01 per share (the “Common Shares”),
and the granting to the underwriters of an
option to purchase an additional 285,000 Common Shares. The Company has filed a prospectus
supplement with the Securities and Exchange Commission in connection with this public offering.
The
Company intends to use the net proceeds from the offering for general
business purposes, which may include funding the acquisition, development or financing of
properties or the repayment of debt. Pending this application, the Company intends to use a portion
of the net proceeds to reduce indebtedness under its unsecured revolving credit facility and to
invest any remaining net proceeds in interest-bearing accounts and
short-term interest-bearing securities which are consistent with the
Company’s qualification as a real estate investment trust under the Internal Revenue Code of 1986,
as amended.
The foregoing description of the Underwriting Agreement does not purport to be complete and is
subject to, and qualified in its entirety by, reference to the
Underwriting Agreement, which is
attached as Exhibit 1.1 hereto, and is incorporated herein by reference.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS, INCLUDING
WITH RESPECT TO THE COMPANY’S PLANNED ISSUANCE OF THE COMMON
SHARES (INCLUDING THE UNDERWRITERS’ OPTION TO PURCHASE
ADDITIONAL SHARES) AND ITS INTENDED USE OF THE PROCEEDS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE
COMPANY’S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT
GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN
OR IMPLIED BY THE COMPANY’S FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. YOU SHOULD
NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
1.1
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Underwriting Agreement, dated July 31, 2008, by and between the Company and Goldman, Sachs &
Co., as representative for the underwriters |
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5.1
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Opinion of Stinson Morrison Hecker LLP as to the legality of the Common Shares |
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8.1
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Opinion of Stinson Morrison Hecker LLP regarding certain U.S. Federal Income Tax Matters in
connection with the issuance of the Common Shares |
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23.1
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Consent of Opinion of Stinson Morrison Hecker LLP to the filing of Exhibit 5.1 herewith
(included in its opinion filed as Exhibit 5.1) |
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23.2
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Consent of Opinion of Stinson Morrison Hecker LLP to the filing of Exhibit 8.1 herewith
(included in its opinion filed as Exhibit 8.1) |
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