DFAN14A: Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material
Published on March 22, 2001
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only
[ ] Definitive Proxy Statement as permitted by Rule 14a-6(e) (2))
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12.
ENTERTAINMENT PROPERTIES TRUST
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(Name of Registrant as Specified in Its Charter)
BRT REALTY TRUST
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rule 14a-6(i)(1) and
0-11.
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PRESS RELEASE
BRT CRITICIZES EPR'S CONFLICT OF INTEREST
GREAT NECK, N.Y., March 22, 2001 -- BRT Realty Trust (NYSE:BRT) today sent the
following letter to the President of Entertainment Properties Trust (NYSE:EPR)
in response to his letter of March 20, 2001:
March 22, 2001
VIA TELECOPIER
David Brain
President
Entertainment Property Trust
30 Pershing Road (Suite 201)
Kansas City, MO 64108
Dear David:
I have reviewed your letter dated March 20, 2001, a copy of which was attached
to your press release of the same date. Common courtesy dictates that you would
have sent me a copy before you released it. Your attempted grandstanding
distracted you from making a proper analysis.
Your mention of Section 8 of the Clayton Act is misplaced. Neither One Liberty
Properties nor BRT Realty Trust owns any real property that is used for the
showing of motion pictures. I am fully aware of the fiduciary responsibilities
required of a corporate director and I will handle myself appropriately. Your
accusations show an egregious lack of diligence.
Moreover, your allegations about possible conflicts of interest are absurd,
particularly coming from you and your company. Clearly, there are conflict of
interest problems with EPR and there have been since the company was organized.
The fact that the Chairman of your company, Peter Brown, is also the Chairman of
your largest tenant (AMC) is a clear conflict which was disregarded initially
when your company was formed and continues to be disregarded by management
today. This conflict has been listed as an "investment negative" by analysts who
follow EPR and, in our opinion, has had and will continue to have a negative
impact on EPR's stock pricing for obvious reasons. I would also point out that
the public documents of AMC and EPR state that both are in the business of
owning and developing theatres. Have you or Mr. Brown, your Chairman, considered
the implications of this continuing collision course?
EPR is a company that cries out for participation in management by major
stockholders and you have continuously refused to allow any such representation,
making it incumbent on us to solicit proxies to gain representation on your
Board.
Sincerely
BRT REALTY TRUST
By: /s/ Fredric H. Gould
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Fredric H. Gould
Chairman
BRT Realty Trust is a mortgage-oriented real estate investment trust.
BRT has not yet filed its definitive proxy statement with the U.S. Securities
and Exchange Commission relating to BRT's solicitation of proxies from the
shareholders of EPR for use at the EPR 2001 annual meeting. BRT strongly advises
the EPR shareholders to read its final definitive proxy statement when it is
available because it will contain important information. When completed, the
final definitive proxy statement and a form of proxy will be mailed to all EPR
shareholders and will be available at no charge on the SEC website at
http://www.sec.gov. The preliminary proxy statement, containing information
relating to the participants in BRT's proxy solicitation, is currently available
at no charge on the SEC's website.
Certain information contained herein is forward-looking within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities and Exchange Act of 1934, as amended. BRT intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995 and includes this statement for purposes of complying with these
safe harbor provisions. The forward-looking statements should not be relied upon
since they involve known and unknown risks, uncertainties and other factors,
which, in some cases, are beyond BRT's control and could materially affect
actual results, performance or achievements.
Contact: Simeon Brinberg, Senior Vice President 516.466.3100