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): October 9, 2007
Entertainment Properties Trust
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Maryland
(State or other jurisdiction of
incorporation)
|
|
1-13561
(Commission
File Number)
|
|
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 Agreement.
On October 9, 2007, Entertainment Properties Trust (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc. (the
“Underwriter”) in connection with a public offering of 1,400,000 of the Company’s common shares of
beneficial interest, par value $0.01 per share (the “Common Shares”) and the granting of an
over-allotment option for an additional 210,000 Common Shares to the Underwriter. The Company has
filed a prospectus supplement with the Securities and Exchange Commission in connection with this
public offering.
The net proceeds of the offering are expected to be used for general business purposes, which
may include funding the acquisition, development or financing of properties or repayment of debt.
Pending application of the net proceeds to such uses, the Company expects to use 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.
From time to time, the Underwriter and/or its affiliates have engaged in investment banking
and other commercial dealings with the Company. JPMorgan Chase Bank, N.A., an affiliate of the
Underwriter, is a lender under the Company’s unsecured revolving credit facility and will receive
approximately 14.9% of any proceeds from the offering that are used to repay indebtedness under the
unsecured revolving credit facility.
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 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.
| |
|
|
| Exhibit No. |
|
Description |
|
|
|
1.1
|
|
Underwriting Agreement, dated October 9, 2007, by and between the Company and J.P. Morgan
Securities Inc. |
2