Form: PREC14A

Preliminary proxy statements, contested solicitations

March 16, 2001

PREC14A: Preliminary proxy statements, contested solicitations

Published on March 16, 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:

[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
[ ] Definitive Proxy Statement Commission Only as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] 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.


(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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PRELIMINARY COPY, SUBJECT TO COMPLETION
DATED MARCH 16, 2001

PROXY STATEMENT
OF
BRT REALTY TRUST

IN OPPOSITION TO THE BOARD OF TRUSTEES
OF
ENTERTAINMENT PROPERTIES TRUST


2001 ANNUAL MEETING OF SHAREHOLDERS


INTRODUCTION

This Proxy Statement (the "Proxy Statement") and the accompanying form
of Proxy are being furnished by BRT Realty Trust, a Massachusetts real estate
investment trust ("BRT"), to the owners of common shares of beneficial interest,
par value $0.01 per share ("Common Shares"), of Entertainment Properties Trust
(the "Company"), on or about _______ __, 2001, in connection with the
solicitation by BRT of proxies from the holders of Common Shares
("Shareholders") to be voted at the Company's 2001 Annual Meeting of
Shareholders (the "Annual Meeting"). The Company has announced that the Annual
Meeting will be held on Wednesday, May 23, 2001, at the ____________,
_____________, __________, ____________ at _____ a.m., [local] time.

BRT is soliciting proxies from fellow Shareholders in order to elect
Fredric H. Gould (the "BRT Nominee") to the Board of Trustees of the Company
(the "Board") at the Annual Meeting. BRT is proposing Fredric H. Gould for the
Board because it believes a new trustee who

- has significant interests aligned with Shareholders,

- is experienced in the real estate and finance fields, and

- has no relationship with the Company's largest tenant

is needed to enhance shareholder value.

THE SOLICITATION IS BEING MADE BY BRT AND NOT ON BEHALF OF THE BOARD.

BRT is the largest Shareholder of the Company and has been a
Shareholder since 1999. As of the date of this Proxy Statement, BRT is the
beneficial owner of 1,355,600 Common Shares (or approximately 9.2% of the
outstanding Common Shares). BRT is a real estate investment trust located at 60
Cutter Mill Road, Suite 303, Great Neck, New York 11021. Its principal business
is originating and holding real estate mortgage loans.






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PLEASE IGNORE ANY [_____] PROXY CARD YOU RECEIVE FROM THE
COMPANY. PLEASE RETURN ONLY BRT'S WHITE PROXY CARD AND DO NOT
RETURN ANY [_____] PROXY CARD UNDER ANY CIRCUMSTANCES.

IF YOU RETURN BOTH PROXY CARDS THERE IS A RISK THAT YOUR SHARES
WILL NOT BE VOTED AS YOU DESIRE, BECAUSE ONLY THE LATEST DATED
PROXY CARD YOU SUBMIT COUNTS.

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REASONS TO VOTE FOR THE BRT NOMINEE

BRT is asking Shareholders to elect Fredric H. Gould to replace the
incumbent trustee. As the Company's largest Shareholder, BRT has become
dissatisfied with the Board's actions and is seeking to elect a nominee to the
Board whose interests are more aligned with Shareholders to begin changing the
way the Board operates.

THE BOARD IGNORED PREVIOUS OFFERS BY BRT. Since May, 2000, the Board
has been unresponsive to our proposals to make additional investments in your
Company.

- On May 31, 2000, we asked the Board to waive the 9.8% ownership
limit in the Company's Declaration of Trust to allow BRT to
continue to invest in the Company. We assured the Board that
there would not be an adverse impact on the Company's REIT
status. The Board continues to reject our request to the
detriment of Shareholders who might want to sell their Shares.
This restriction prevents us from buying additional Shares in the
open market.

- On September 27, 2000, we offered to make a direct $20 million
investment in the Company. We proposed to pay a 40% premium to
the then current market price. Again, the Board did not provide a
constructive response to this offer.

It is BRT's view that the Board's negative response to BRT's proposals
illustrates an unwillingness to provide a major Shareholder with greater input
into the Company's plans, while the Company's stock continues to trade at what
BRT believes are disappointing values.


FREDRIC H. GOULD HAS THE EXPERIENCE YOUR COMPANY NEEDS. Fredric H.
Gould is an individual of integrity who has over 40 years of experience in the
real estate industry. He is a highly accomplished executive who is
well-experienced at asset management, investment decision-making and capital
markets activities. He is capable of thoroughly understanding and directing your
Company's business. By voting the enclosed WHITE Proxy Card for Fredric H.
Gould, Shareholders can demonstrate to the other members of the Board their
support for a more diverse and experienced Board.

FREDRIC H. GOULD WILL PROTECT SHAREHOLDER VALUE. BRT believes that a
new perspective is needed on the Board to reinvigorate the process of enhancing
shareholder value and to ensure that any strategic transactions are undertaken
in the best interest of all Shareholders. Fredric H. Gould's interests are
strongly aligned with Shareholders. He is


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committed to enhancing Shareholder value. If elected, he will embark on a
strategy designed to focus management on maximizing the benefits of the current
business.

If elected, Fredric H. Gould, will not have the power by himself to
cause the Board to act in any particular way. However, subject to his fiduciary
duties to the Company and Shareholders under applicable law, Fredric H. Gould
will attempt to influence his fellow directors to act in a manner that he
believes is in the best interests of all Shareholders.

NOMINEE FOR TRUSTEE

GENERAL

The Bylaws of the Company provide that the exact number of trustees
shall be fixed by resolution of the Board. According to public information, the
Board currently consists of five members and is divided into three classes
having three-year terms that expire in successive years. The term of office of
the trustee in Class I expires at the Annual Meeting. BRT has nominated Frederic
H. Gould to serve as Class I trustee for a term of three years and until his
successor is duly elected and qualified.


THE BRT NOMINEE

The information below concerning age and principal occupation has been
furnished by Fredric H. Gould.




NAME AGE PRINCIPAL OCCUPATION
- - - - - ---- --- --------------------

FREDRIC H. GOULD(1) 65 Mr. Gould is currently the Chairman of the
Board of Trustees and Chief Executive Officer
of BRT (NYSE: BRT), a real estate investment
trust whose principal business is originating
and holding for its own account senior and
junior real estate mortgage loans secured by
income producing real property. In addition,
Mr. Gould is the General Partner of Gould
Investors, L.P. ("Gould Investors"), Chairman
of the Board of Georgetown Partners, Inc.,
Chairman of the Board and Chief Executive
Officer of One Liberty Properties, Inc. ("One
Liberty") (AMEX: OLP), President of REIT
Management Corp., a Director of EastGroup
Properties, Inc. (NYSE: EGP) and a Director of
Yonkers Financial Corporation (NASD: YFCB) and
its subsidiary, Yonkers Savings and Loan F. A.


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(1) Fredric H. Gould beneficially owns an aggregate of 1,390,337 Common
Shares of the Company. Mr. Gould has sole voting and sole dispositive
power over 2,112 Common Shares, which includes 1,850 Common Shares
owned by him, individually, and 262 Common Shares owned by the Fredric
H. Gould Spousal IRA. Fredric H. Gould also may be deemed to have
shared voting and shared dispositive power over 1,388,225 Common
Shares in his capacity as Chairman of the Board of Trustees and Chief
Executive Officer of BRT (which beneficially owns 1,355,600 Common
Shares), a General Partner of Gould


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Investors, L.P. (which beneficially owns 30,000 Common Shares) and
Chairman of the Board and Chief Executive Officer of One Liberty
Properties, Inc. (which beneficially owns 2,625 Common Shares). Gould
Investors is a member of SASS/Gould Real Estate Securities LLC
("SASS/Gould") and an affiliate of Gould Investors is the sub-advisor
to SASS/Gould. In the aggregate, BRT, Gould Investors, One Liberty,
SASS/Gould (which beneficially owns 28,500 Common Shares), Fredric H.
Gould, individually and in his Spousal IRA (which beneficially owns
262 Common Shares), Helaine Gould (who beneficially owns 1,000 Common
Shares), Jeffrey Gould (who beneficially owns 300 Common Shares),
Matthew Gould (who beneficially owns 350 Common Shares) and Israel
Rosenzweig (who beneficially owns 5,300 Common Shares), who are acting
as a group, own 1,397,287 Common Shares. The address of each of the
foregoing is 60 Cutter Mill Road, Great Neck, NY 11021, other than
SASS/Gould (which is 1185 Avenue of the Americas) and Helaine Gould
(which is 5 Overlook Circle, Manhasset, NY 11030).

Fredric H. Gould has entered into an Indemnification Agreement with
BRT pursuant to which: (i) he has agreed to be named as a nominee for election
as a trustee of the Company at the Annual Meeting; (ii) he (unless previously
approved by BRT in writing) has agreed that he will not serve as a nominee for
election as a trustee of the Company, or to otherwise stand for election as or
become a trustee of the Company, as a nominee proposed by any other party
(including the Board); and (iii) BRT has agreed to indemnify Fredric H. Gould
from and against any losses incurred by Fredric H. Gould resulting from,
relating to or arising out of the nomination of Fredric H. Gould for election as
a trustee of the Company at the Annual Meeting.

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BRT RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE BRT
NOMINEE LISTED ABOVE AND NOT RETURN ANY [_____] PROXY TO THE
COMPANY AND NOT VOTE IN FAVOR OF THE NOMINEE OF THE COMPANY.
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QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE ACCOMPANYING
WHITE PROXY CARD SHOULD BE DIRECTED TO:

GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 STATE STREET, 10TH FLOOR
NEW YORK, NEW YORK 10004

CALL TOLL FREE
(800) 223-2064

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VOTING

Based on public information, the Board has fixed the close of business
on March 26, 2001 as the record date for the determination of the holders of
Common Shares entitled to notice of and to vote at the Annual Meeting. Based on
the latest available public information, there were [__________] Common Shares
outstanding on _____ __, 2001. On all matters, including the election of the
trustee, each holder of Common Shares will have one vote for each share held.

The attendance at the Annual Meeting, in person or by proxy, of the
holders of a majority of the outstanding Common Shares entitled to vote at the
Annual Meeting is necessary to constitute a quorum. "Broker non-votes" will be
counted for purposes of determining whether there is a quorum. Similarly, a
proxy marked "abstain" with respect to any matter will not be


4
voted but will be counted as present. The affirmative vote of the holders of a
plurality of the votes cast at the Annual Meeting is required for the election
of the trustee. A properly signed Proxy marked "withhold authority" with respect
to the election of the trustee will not be voted for the trustee so indicated,
but will be counted to determine whether there is a quorum. The affirmative vote
of a majority of the votes cast at the Annual Meeting will be necessary to
ratify the appointment of Ernst & Young LLP as the Company's independent
accountants for 2001. If any other matter properly comes before the Annual
Meeting, its resolution will be determined by the affirmative vote of the
holders of a majority of votes cast at the meeting. Since the election of the
trustee and the ratification of the appointment of independent accountants will
be determined by votes cast rather than by a percentage of the shares present,
"broker non-votes" and abstentions will not affect the election of the trustee
or the ratification of independent accountants.

If the enclosed form of Proxy is executed and returned, it may
nevertheless be revoked by the person giving it any time before the vote at the
Annual Meeting either by filing with the Secretary of the Company a written
notice of revocation or a proxy bearing a later date than the most recently
submitted proxy or by attending the Annual Meeting and voting in person. The
execution of a proxy will not affect a Shareholder's right to attend the Annual
Meeting and vote in person, but attendance at the Annual Meeting will not, by
itself, revoke a proxy.

Unless contrary instructions are indicated on the enclosed White Proxy
Card, all Common Shares represented by valid Proxies received pursuant to this
solicitation (which have not been revoked as described above) will be voted (a)
FOR the election of Fredric H. Gould, (b) FOR the ratification of the selection
of Ernst & Young LLP as the Company's independent accountants for 2001 and (c)
at the discretion of the Proxy holder(s), on such other business as may properly
come before the Annual Meeting, including any adjournment(s) or postponements(s)
thereof.


IF YOU WISH TO VOTE FOR FREDRIC H. GOULD, YOU MUST EXECUTE AND RETURN
THE ENCLOSED WHITE PROXY CARD AND SHOULD NOT EXECUTE OR RETURN THE COMPANY'S
PROXY CARD.


IF YOUR COMMON SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK
OR NOMINEE ON THE RECORD DATE, ONLY IT CAN VOTE YOUR SHARES AND ONLY UPON
RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. PLEASE CONTACT THE PERSON RESPONSIBLE FOR
YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR YOUR SHARES TO BE VOTED ON THE WHITE
PROXY CARD FOR FREDRIC H. GOULD.


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YOUR VOTE AT THIS YEAR'S ANNUAL MEETING IS ESPECIALLY
IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED WHITE PROXY CARD
AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE PROMPTLY.
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INFORMATION CONCERNING PERSONS WHO MAY SOLICIT PROXIES

Under the applicable regulations of the Securities and Exchange
Commission, each of BRT and Fredric H. Gould is deemed to be a "participant" in
BRT's solicitation of proxies. The following table sets forth the name, business
address and principal occupation of Fredric H. Gould and any other person who
may solicit proxies from Shareholders of the Company on behalf of BRT
("Participant").

FREDRIC H. GOULD
Chairman of the Board and
Chief Executive Officer
BRT Realty Trust
60 Cutter Mill Road
Great Neck, NY 11201

SIMEON BRINBERG
Senior Vice President and Secretary
BRT Realty Trust
60 Cutter Mill Road
Great Neck, NY 11201

MARK H. LUNDY
Vice President
BRT Realty Trust
60 Cutter Mill Road
Great Neck, NY 11201

MARK O. DECKER
Ferris, Baker Watts, Incorporated
7601 Lewinsville Road
Suite 205
McLean, VA 22102

MARK O. DECKER, JR.
Ferris, Baker Watts, Incorporated
7601 Lewinsville Road
Suite 205
McLean, VA 22102

CHRISTOPHER LUCAS
Ferris, Baker Watts, Incorporated
7601 Lewinsville Road
Suite 205
McLean, VA 22102



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The following is a summary of all transactions in Company securities
by the Participant over the last two years. Unless otherwise indicated, no
Participant other than BRT has purchased or sold Common Shares of the Company
within the past two years.

BRT TRANSACTIONS



AMOUNT OF COMMON AMOUNT OF COMMON AMOUNT OF COMMON
DATE OF STOCK PURCHASED(P) DATE OF STOCK PURCHASED(P) DATE OF STOCK PURCHASED(P)
TRANSACTION OR SOLD(S) TRANSACTION OR SOLD(S) TRANSACTION OR SOLD(S)
----------- ---------- ----------- ---------- ----------- ----------

10/27/1999 1,100 01/19/2000 3,000 03/15/2000 79,000
10/28/1999 1,700 01/20/2000 6,400 03/16/2000 22,600
11/01/1999 3,000 01/21/2000 34,100 03/17/2000 22,600
11/02/1999 1,000 01/24/2000 4,000 03/20/2000 10,000
11/10/1999 1,000 01/25/2000 5,700 03/21/2000 48,100
11/11/1999 1,000 01/26/2000 7,000 03/22/2000 33,900
11/22/1999 1,000 01/27/2000 1,000 03/23/2000 7,600
11/30/1999 4,000 01/28/2000 4,900 04/04/2000 4,000
12/09/1999 500 01/31/2000 10,500 04/05/2000 1,000
12/13/1999 11,200 02/01/2000 200 04/25/2000 10,000
12/14/1999 13,000 02/02/2000 2,500 05/16/2000 4,000
12/15/1999 11,700 02/03/2000 6,000 05/17/2000 6,000
12/16/1999 16,000 02/04/2000 6,900 05/18/2000 3,100
12/17/1999 17,000 02/07/2000 12,300 05/19/2000 11,500
12/20/1999 8,100 02/08/2000 3,500 05/22/2000 10,000
12/21/1999 10,300 02/09/2000 11,000 05/23/2000 12,000
12/22/1999 20,000 02/10/2000 11,000 05/26/2000 30,000
12/23/1999 13,000 02/11/2000 5,500 05/30/2000 20,000
12/27/1999 13,000 02/14/2000 18,000 05/31/2000 500
12/28/1999 13,000 02/15/2000 17,000 06/02/2000 1,500
12/29/1999 22,400 02/16/2000 21,200 06/06/2000 4,000
12/30/1999 78,200 02/17/2000 13,900 06/07/2000 1,700
12/31/1999 2,000 02/23/2000 31,600 06/09/2000 1,000
01/03/2000 3,600 02/24/2000 24,500 06/12/2000 2,500
01/04/2000 7,000 02/25/2000 28,000 07/31/2000 7,800
01/05/2000 12,400 02/28/2000 14,600
01/06/2000 7,000(2) 03/03/2000 50,000
01/07/2000 4,100 03/06/2000 21,800
01/10/2000 17,000 03/07/2000 27,600
01/11/2000 11,000 03/08/2000 8,000
01/12/2000 35,400 03/09/2000 52,900
01/13/2000 11,700 03/10/2000 92,900
01/18/2000 16,600(2) 03/14/2000 61,600


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(1) Unless otherwise indicated, all transactions effected by the
Participants were purchases.
(2) These transactions were effected by SASS/Gould.

Except as described in this Proxy Statement, neither the Participant
nor any of his respective affiliates or associates (together, the "Participant
Affiliates"), (i) directly or indirectly beneficially owns any securities of the
Company or of any subsidiary of the Company or (ii) has had any relationship
with the Company in any capacity other than as a Shareholder. Furthermore,
except as described in this Proxy Statement, neither the Participant nor any
Participant Affiliate is a party to any transaction or series of transactions
since January 1, 2000, or has knowledge of any currently proposed transaction or
series of transactions, (i) to which the Company or any of its subsidiaries was
or is to be a party, (ii) in which the amount involved exceeds $60,000, and
(iii) in which the Participant or Participant Affiliate had or will have, a
direct or indirect material interest.

Except as described in this Proxy Statement, neither the Participant
nor any Participant Affiliates has entered into any agreement or understanding
with any person respecting any (i)


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future employment by the Company or its affiliates or (ii) any transactions to
which the Company or any of its affiliates will or may be a party. Except as
described in this Proxy Statement, there are no contracts, arrangements or
understandings by the Participant or Participant Affiliates within the past year
with any person with respect to any capital stock of the Company.

COST AND METHOD OF SOLICITATION

BRT will bear the cost of this solicitation. While no precise estimate
of this cost can be made at the present time, BRT currently estimates that it
will spend a total of approximately $[______] for its solicitation of proxies,
including expenditures for attorneys, solicitors and advertising, printing,
transportation and related expenses. As of March __, 2001, BRT has incurred
proxy solicitation expenses of approximately [$ ]. BRT expects to seek
reimbursement from the Company for its expenses in connection with this
solicitation. In addition to soliciting proxies by mail, proxies may be
solicited in person or by telephone or telecopy.

BRT will also reimburse brokers, fiduciaries, custodians and other
nominees, as well as persons holding stock for others who have the right to give
voting instructions, for out-of-pocket expenses incurred in forwarding this
Proxy Statement and related materials to, and obtaining instructions or
authorizations relating to such materials from, beneficial owners of Company
capital stock. BRT will pay for the cost of these solicitations, but these
individuals will receive no additional compensation for these solicitation
services. BRT has retained Ferris, Baker Watts, Incorporated ("Ferris") as its
independent financial advisor in connection with the solicitation of proxies and
revocations. For such services, BRT has paid Ferris $25,000 and will pay an
additional $25,000 upon election of Fredric H. Gould, plus reasonable
out-of-pocket expenses. BRT has also agreed to indemnify Ferris against certain
liabilities and expenses. BRT has retained the proxy solicitation firm of
Georgeson Shareholder Communications Inc. ("Georgeson") at estimated fees of not
more than $40,000 in the aggregate, plus reasonable out-of-pocket expenses, to
participate in the solicitation of proxies and revocations. BRT also has agreed
to indemnify Georgeson against certain liabilities and expenses. BRT estimates
that approximately 50 employees of Georgeson will be involved in the
solicitation of proxies on behalf of BRT.

ADDITIONAL INFORMATION

Certain information regarding Company Common Shares held by the
Company's Trustees, nominees, management and 5% stockholders is contained in the
Company's Proxy Statement and is incorporated herein by reference. Information
concerning the date by which proposals of security holders intended to be
presented at the next annual meeting of stockholders of the Company must be
received by the Company for inclusion in the Company's proxy statement and form
of proxy for that meeting is also contained in the Company's Proxy Statement
and is incorporated herein by reference.




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BRT assumes no responsibility for the accuracy or completeness of any
information contained herein which is based on, or incorporated by reference to,
the Company's Proxy Statement.


BRT REALTY TRUST



_______ __, 2001




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IMPORTANT

PLEASE REVIEW THIS DOCUMENT AND THE ENCLOSED MATERIALS CAREFULLY.
YOUR VOTE IS VERY IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.


1. If your shares are registered in your own name, please sign, date and
mail the enclosed WHITE Proxy Card to Georgeson Shareholder
Communications Inc. in the postage-paid envelope provided today.

2. If you have previously signed and returned a [_____] proxy card to
Entertainment Properties Trust, you have every right to change your
vote. Only your latest dated card will count. You may revoke any
[_____] proxy card already sent to Entertainment Properties Trust by
signing, dating and mailing the enclosed WHITE Proxy Card in the
postage-paid envelope provided. Any proxy may be revoked at any time
prior to the 2001 Annual Meeting by sending a new proxy card to
Georgeson Shareholder Communications Inc. or the Secretary of
Entertainment Properties Trust, or by voting in person at the 2001
Annual Meeting.

3. If your shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can sign a WHITE Proxy Card with respect
to your shares and only after receiving your specific instructions.
Accordingly, please sign, date and mail the enclosed WHITE Proxy Card
in the postage-paid envelope provided, and to ensure that your shares
are voted, you should also contact the person responsible for your
account and give instructions for a WHITE Proxy Card to be issued
representing your shares.

4. After signing the enclosed WHITE Proxy Card do not sign or return the
[_____] proxy card unless you intend to change your vote, because only
your latest dated proxy card will be counted.

If you have any questions about giving your proxy or require assistance, please
call:

Georgeson Shareholder Communications Inc.
17 State Street
New York, NY 10004
Banks and Brokers (212) 440-9800
Call Toll-Free: 1-800-223-2064

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PRELIMINARY COPY, SUBJECT TO COMPLETION
DATED MARCH 16, 2001

IN OPPOSITION TO THE BOARD OF TRUSTEES OF
ENTERTAINMENT PROPERTIES TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS - __________ ___, 2001

THIS PROXY IS SOLICITED ON BEHALF OF BRT REALTY TRUST

The undersigned hereby appoints Fredric H. Gould and Simeon Brinberg,
or either of them proxies for the undersigned with full power of substitution,
to vote all shares of beneficial interest of Entertainment Properties Trust (the
"Company") which the undersigned is entitled to vote at the Company's 2001
Annual Meeting of Shareholders, and any postponements or adjournments thereof
(the "Meeting"), hereby revoking all prior proxies, on the matters set forth
below as follows:

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED. IF A CHOICE IS NOT SPECIFIED, THE PROXY WILL BE VOTED FOR THE NOMINEE
LISTED BELOW AND FOR THE RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT
ACCOUNTANTS FOR THE COMPANY FOR 2001.

[X] Please mark your votes as in this example.

1. Election of Trustee: Fredric H. Gould

FOR the nominee listed above WITHHOLD AUTHORITY to vote for the
nominee listed above (If you do not
check this box, your shares will be
voted in favor of the nominee.)

[_] [_]


2. Proposal to Ratify Appointment of Ernst & Young LLP as Independent
Accountants for 2001.

FOR AGAINST ABSTAIN
[_] [_] [_]

3. To act upon any other matters that may properly come before the meeting.
PLEASE MARK YOUR VOTES(ON REVERSE SIDE), SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

Please sign exactly as your name appears on this Proxy. When shares
are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by the authorized
person.

Date: _______________, 2001 _______________________________
Signature of Shareholder

_______________________________
Signature of Shareholder