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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): May 1, 2007
Entertainment Properties Trust
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction of
incorporation)
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1-13561
(Commission
File Number)
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43-1790877
(I.R.S. Employer
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On May 3, 2007, Entertainment Properties Trust (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Bear, Stearns & Co. Inc. and Morgan Stanley & Co.
Incorporated, as representatives of the underwriters named therein (the “Underwriters”), in
connection with a public offering of 4,000,000 of the Company’s 7.375% Series D Cumulative
Redeemable Preferred Shares (the “Series D Preferred Shares”), par value $0.01 per share, and the
granting of an over-allotment option for an additional 600,000 Series D Preferred Shares to the
Underwriters. The offering was made pursuant to the Company’s Prospectus Supplement dated May 3,
2007, as filed with the Securities and Exchange Commission on May 4, 2007.
From time to time, certain of the Underwriters and/or their affiliates have engaged in
investment banking and other commercial dealings with the Company. Bear Stearns Corporate Lending
Inc., an affiliate of one of the underwriters, Bear, Stearns & Co. Inc., Royal Bank of Canada, an
affiliate of one of the underwriters, RBC Dain Rauscher Inc., and KeyBank National Association, an
affiliate of one of the underwriters, KeyBanc Capital Markets Inc., are lenders under the Company’s
unsecured revolving credit facility.
The net proceeds from the offering are expected to be used to redeem all of the Company’s
9.50% Series A Cumulative Redeemable Preferred Shares and for general business purposes, which may
include funding the acquisition, development or financing of properties or repayment of debt.
Pending application of net proceeds to these uses, the Company intends to use the net proceeds to
reduce indebtedness under its unsecured revolving credit facility and to invest any remaining net
proceeds in interest-bearing securities which are consistent with the Company’s qualifications as a
real estate investment trust.
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.
Item 3.03. Material Modification to Rights of Security Holders.
The Company intends to issue 4,000,000 Series D Preferred Shares pursuant to the Underwriting
Agreement referenced in Item 1.01 of this Current Report. The Company also granted the
Underwriters an over-allotment option to purchase an additional 600,000 shares. The following is a
summary description of the powers, preferences and rights of the Series D Preferred Shares and the
general effect of the issuance of such shares on the Company’s other classes of securities holders.
The description is a summary and, as such, does not purport to be complete and is subject to, and
is qualified in its entirety by reference to all of the terms and conditions of the Series D
Preferred Shares in the related Articles Supplementary and in the Company’s Amended and Restated
Declaration of Trust, as amended (the “Declaration of Trust”).
Holders of Series D Preferred Shares will be entitled to receive cumulative cash distributions
at a rate of 7.375% per year of the $25.00 per share liquidation preference (equivalent to $1.84375
per year per share). Distributions on the Series D Preferred Shares will be payable quarterly in
arrears on the 15th day of each January, April, July, and October or, if not a business day, the
next business day. The Company will pay the first distribution on July 16, 2007. However, during
any period of time that both (i) the Series D Preferred Shares are not listed on the New York Stock
Exchange (“NYSE”), the American Stock Exchange (“AMEX”) or the NASDAQ Stock Market (“NASDAQ”), and
(ii) the Company is not subject to the reporting requirements of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), but Series D Preferred Shares are outstanding, the Company
will increase the cumulative cash
distributions payable on the Series D Preferred Shares to a rate of 8.375% per year of the
$25.00 liquidation preference (equivalent to $2.09375 per year per share). Distributions on the
Series D Preferred Shares issued in the offering will be cumulative from the date of original
issuance, which is expected to be May 25, 2007. The Series D Preferred Shares rank senior to the
Company’s common shares of beneficial interest with respect to the payment of distributions and on
a parity with the Company’s Series A cumulative redeemable preferred shares (“Series A Preferred
Shares”), Series B cumulative redeemable preferred shares (“Series B Preferred Shares”) and Series
C cumulative convertible preferred shares (“Series C Preferred Shares”).
If the Company is liquidated, dissolved or wound up, holders of the Series D Preferred Shares
will have the right to receive $25.00 per share, plus accrued and unpaid distributions through the
date of payment, before any payments are made to the holders of the Company’s common shares and any
other shares of beneficial interest ranking junior to the Series D Preferred Shares as to
liquidation rights. The rights of the holders of the Series D Preferred Shares to receive their
liquidation preference will be subject to the proportionate rights of each other series or class of
the Company’s shares ranked on parity with the Series D Preferred Shares, including the Company’s
Series A, Series B and Series C Preferred Shares.
Holders of Series D Preferred Shares generally have no voting rights. However, if the Company
does not pay distributions on the Series D Preferred Shares for six or more quarterly periods
(whether or not consecutive), the holders of the Series D Preferred Shares, voting together with
the holders of all other shares of beneficial interest of any class or series ranking on parity
with the Series D Preferred Shares which are entitled to similar voting rights, will be entitled to
vote for the election of two additional trustees to serve on the Company’s board of trustees until
all unpaid distributions have been paid or declared and set apart for payment. In addition, the
affirmative vote of the holders of at least two-thirds of the Series D Preferred Shares is required
for the Company to authorize, create or increase capital shares ranking senior to the Series D
Preferred Shares or to amend its Declaration of Trust in a manner that materially and adversely
affects the rights, preferences, privileges or voting powers of the Series D Preferred Shares.
The Series D Preferred Shares will not have any maturity date, and the Company is not required
to redeem the Series D Preferred Shares. If at any time both (i) the Series D Preferred Shares
cease to be listed on the NYSE, the AMEX or the NASDAQ, and (ii) the Company ceases to be subject
to the reporting requirements of the Exchange Act, but Series D Preferred Shares are outstanding,
the Company may redeem the Series D Preferred Shares, in whole but not in part, within 90 days of
the date upon which the Series D Preferred Shares cease to be listed and the Company ceases to be
subject to such reporting requirements, for cash at $25.00 per share, plus any accumulated and
unpaid distributions up to and including the date of redemption. The Company may not redeem the
Series D Preferred Shares before May 25, 2012, except as described above or in limited
circumstances to preserve the Company’s status as a real estate investment trust. On or after May
25, 2012, the Company may, at its option, redeem the Series D Preferred Shares, in whole or from
time to time in part, by paying $25.00 per share, plus any accumulated and unpaid distributions up
to and including the date of redemption.
The foregoing is a summary of material terms of the Series D Preferred Shares and does not
purport to be complete. This summary is subject to, and is qualified in its entirety by reference
to all of the terms and conditions of the Series D Preferred Shares in the related Articles
Supplementary and in the Declaration of Trust. A form of the Articles Supplementary are attached
as Exhibit 3.2 hereto and are incorporated herein by reference. A form of the Series D Preferred
Shares Certificate is attached as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 1, 2007, the Company filed an amendment to Article EIGHTH, Section 1 of its Declaration
of Trust to increase the number of authorized preferred shares of beneficial interest, par value
$0.01 per share, which the Company has the authority to issue from 15,000,000 shares to 25,000,000
shares. The amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
On May 4, 2007, the Company filed Articles Supplementary designating the powers, preferences
and rights of the Series D Preferred Shares with the Maryland Department of Assessments and
Taxation. The filing was in connection with the Underwriting Agreement disclosed in Item 1.01 of
this Current Report. A summary description of the powers, preferences and rights of the Series D
Preferred Shares is disclosed in Item 3.03 of this Current Report. The Articles Supplementary are
attached as Exhibit 3.2 hereto and incorporated herein by reference. A form of the Series D
Preferred Shares Certificate is attached as Exhibit 4.1 hereto and is incorporated herein by
reference.
Item 8.01. Other Events.
On May 4, 2007, the Company issued a press release announcing that it priced the public
offering of 4,000,000 Series D Preferred Shares described in the Items above. The Company’s press
release is attached as Exhibit 99.1 hereto and incorporated 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 PREFERRED SHARES (INCLUDING THE
OVER-ALLOTMENT OPTION) 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 |
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Exhibit 1.1
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Underwriting Agreement, dated May 3, 2007, by and among Entertainment Properties Trust, Bear, Stearns & Co. Inc.
and Morgan Stanley & Co. Incorporated |
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Exhibit 3.1
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Amendment to Amended and Restated Declaration of Trust of Entertainment Properties Trust filed May 1, 2007 |
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Exhibit 3.2
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Articles Supplementary designating the powers, preferences and rights of the 7.375% Series D Cumulative Redeemable
Preferred Shares |
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| Exhibit No. |
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Description |
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Exhibit 4.1
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Form of 7.375% Series D Cumulative Redeemable Preferred Shares Certificate |
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Exhibit 5.1
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Opinion of Stinson Morrison Hecker LLP as to the legality of the 7.375% Series D Cumulative Redeemable Preferred
Shares |
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Exhibit 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 7.375% Series D Cumulative Redeemable Preferred Shares |
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Exhibit 23.1
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Consent 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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Exhibit 23.2
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Consent 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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Exhibit 99.1
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Press Release dated May 4, 2007 issued by Entertainment Properties Trust |
SIGNATURES
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.
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ENTERTAINMENT PROPERTIES TRUST
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By: |
/s/ Mark A. Peterson
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Mark A. Peterson |
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Vice President, Chief Financial Officer
and Treasurer |
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Date: May 4, 2007
INDEX TO EXHIBITS
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| Exhibit No. |
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Description |
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Exhibit 1.1
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Underwriting Agreement, dated May 3, 2007, by and among Entertainment Properties Trust, Bear, Stearns & Co. Inc.
and Morgan Stanley & Co. Incorporated |
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Exhibit 3.1
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Amendment to Amended and Restated Declaration of Trust of Entertainment Properties Trust filed May 1, 2007 |
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Exhibit 3.2
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Articles Supplementary designating the powers, preferences and rights of the 7.375% Series D Cumulative Redeemable
Preferred Shares |
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Exhibit 4.1
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Form of 7.375% Series D Cumulative Redeemable Preferred Shares Certificate |
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Exhibit 5.1
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Opinion of Stinson Morrison Hecker LLP as to the legality of the 7.375% Series D Cumulative Redeemable Preferred
Shares |
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Exhibit 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 7.375% Series D Cumulative Redeemable Preferred Shares |
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Exhibit 23.1
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Consent 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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Exhibit 23.2
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Consent 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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Exhibit 99.1
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Press Release dated May 4, 2007 issued by Entertainment Properties Trust |