SC TO-C: Written communication relating to an issuer or third party tender offer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934

ENTERTAINMENT PROPERTIES TRUST
(Name of Subject Company)

BRT REALTY TRUST
(Name of Filing Persons-Offeror)

COMMON SHARES OF BENEFICIAL INTEREST,
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

----------------------------

29380T105
(Cusip Number of Class of Securities)

FREDRIC H. GOULD
BRT REALTY TRUST
60 Cutter Mill Road
Great Neck, New York 11021
Telephone: (516)466-3100

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copies to:
Lawrence Lederman
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
Telephone: (212) 530-5732

CALCULATION OF FILING FEE

Transaction valuation* Amount of filing fee
----------------------- ---------------------
Not Applicable Not Applicable

* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of a total of 1,000,000 shares of the
outstanding Common Stock, par value $0.01 per share, at a price per Share of
$18.00 in cash.

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

Amount Previously Paid: Not Applicable Filing Party: Not Applicable

Form or Registration No.: Not Applicable Date Filed: Not Applicable

[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]
PRESS RELEASE

BRT ANNOUNCES PARTIAL TENDER OFFER AND
FILES PROXY STATEMENT

GREAT NECK, N.Y., April 2, 2001 -- BRT Realty Trust (NYSE:BRT) on Friday sent to
the Shareholders of Entertainment Properties Trust (NYSE:EPR) a definitive proxy
statement seeking the election of Fredric H. Gould, Chairman of the Board of
BRT, to the Board of EPR. Included with the proxy statement was a letter to
shareholders which details certain of the reasons BRT has nominated Mr. Gould
and which discloses that BRT will be commencing a tender offer to shareholders
of EPR for the purchase of 1 million shares of EPR stock at a price of $18 per
share, subject to the election of Mr. Gould and the Board granting BRT an
unqualified exemption to the ownership limitations contained in EPR's
Declaration of Trust. A copy of the letter is set forth below:


TO SHAREHOLDERS OF ENTERTAINMENT PROPERTIES TRUST (EPR)

Ladies and Gentlemen:

We are the largest shareholder of Entertainment Properties Trust (EPR),
owning approximately 9.2% of the outstanding shares. We are disappointed with
the management of our Company and request your support for my election to the
Board.

TENDER OFFER

We believe in the long-term value of EPR and in the business of owning
motion picture theaters. We will be commencing a tender offer to shareholders
for the purchase of 1 million shares of EPR stock at a price of $18 per share,
subject to my election and the Board granting us an unqualified exemption to the
ownership limitations contained in the Company's Declaration of Trust. Since BRT
is a real estate investment trust, the ownership of additional EPR shares will
not jeopardize the tax status of EPR as a REIT. The tender will give
shareholders an opportunity to sell some of their shares at a price
substantially in excess of the current market price and still retain a
significant interest in future growth.

BOARD SEAT
We are seeking a Board seat because management:
o Persists in allowing control of the Board by individuals with ties to the
largest TENANT of the Company, AMC Entertainment, Inc., which is bad
business
o Has little relevant real estate experience, as indicated in its proxy
statement
o Is overpaid and continues to enrich itself at our expense, in our view



o Remains unresponsive to shareholders' interests, in our view, by
refusing to allow substantial shareholders to have representation on
the Board.


SERIOUS CONFLICTS OF INTEREST
The Company was formed as a "captive" by AMC to finance its real
property in an off balance sheet manner. The Chairman of AMC (the largest tenant
of EPR) was appointed Chairman of EPR and continues to act both as Chairman of
AMC and EPR. He only owns 7,119 shares of EPR or less than 1/10 of 1% of our
shares while owing 375,000 shares of AMC plus options for another 284,000
shares, tilting his economic interest entirely towards AMC. This clear conflict,
listed as an "investment negative" by analysts, will continue to hurt EPR's
stock price, in our opinion.

LACK OF REAL PROPERTY EXPERTISE

The Board does not have any substantive real property expertise, as
disclosed in the Company's proxy statement. The financial experience on the
Board is "corporate" rather than "real estate". This has caused a number of poor
decisions to be made, in our view, starting with the "threshold" decision of
treating the Company as a "specialty finance company" (as set forth on the cover
of their annual report) rather than as a real estate company that owns land and
buildings leased for special usage. With this "corporate" orientation, we
believe management focused on short-term goals and short-term solutions.
Unfortunately, the Company financed a substantial portion of its acquisitions
using short-term floating rate debt. As interest rates rose to a high of
approximately 9.5%, interest costs negatively affected net income and cash flow.
This short-term debt came due in 2001 at a time when the financial community was
not looking favorably at theater operating companies. We believe this made it
difficult to refinance this debt on a long-term basis and forced the Company to
accept a five-year term rather than preferable long-term debt. This will require
an additional refinancing five years from now when the leases on the theaters
will have a much shorter term remaining and at interest rates which could well
be higher than they are today.

Further, five of the properties purchased by EPR are buildings that are
built on leased land. We believe that this was and is an inappropriate type of
investment for EPR because it puts the Company in a junior position to the land
owner. We believe that accepting the same rate of return for a riskier leasehold
position as could have been obtained on a more secure fee position shows a lack
of financial and real estate knowledge. Lack of ownership of the land in these
five instances negates a great deal of the long-term upside potential of real
property ownership. Well located real property has historically increased in
value over the long-term but ownership of the land is required to maximize the
incremental value. At a fixed date in the future, all of these land leases will
end and the landowners will take over and own the improvements erected on the
properties thereby wiping out the entire equity of EPR in those properties. Some
of these land leases provide EPR with purchase options at incremental prices.
For obvious reasons, we have been requesting that the Company use its funds to
purchase these leases prior to the increments in rent and purchase prices. To
date, they have failed to do so. It is notable that AMC is involved in four of
the five land lease transactions, making them not arm's length transactions. As




management states in its proxy materials, the properties purchased by EPR from
AMC were purchased not at a price related to value but "at a price equal to
AMCE's development and construction cost" and the rents to be paid "were
determined by the management of AMCE and our company and were not negotiated on
an arm's length basis."

OVERPAID MANAGEMENT

We believe that management has enriched itself even as stockholders
suffered eroding share prices. In January of 2000, EPR entered into employment
agreements with its three top executives calling for raises of between 39% and
70%. In addition, David Brain, the President of EPR, received a $79,000 bonus in
January of 2000, which he elected to take in restricted stock and by doing so,
the Company gave him 150% of the bonus, or roughly $120,000 worth of stock at
the then reduced market value. The other two senior officers, Fred Kennon, the
CFO, and Gregory Silvers, the General Counsel, both took advantage of similar
opportunities granted by the Board. These big bonuses and added compensation
followed poor stock performance. Management's own chart in its proxy statement
shows that the Company has significantly underperformed its peers.

In addition to the escalating salary structure, the Company has made
loans to its executives at below market interest rates and favorable repayment
terms in order to allow them to buy shares of the Company. On January 1, 2000,
Mr. Brain was indebted to the Company in the principal amount of $1,470,465 made
up of an $800,000 loan initially made to him in 1997 to buy 40,000 shares of the
Company's stock at $20 per share, and accrued interest of $108,145, and an
additional $562,500 loan made effective on January 1, 2000 to allow him to buy
an additional 40,000 shares at $14 per share. The initial loan required
repayment in equal annual installments on November 30, 2000, 2001 and 2002. No
payments of principal or interest were ever made and this loan was rolled over
into a new ten-year term loan at a below market interest rate of 6.24% with no
interest or principal payments required to be made during the entire 10-year
term. As a consequence, Mr. Brain receives dividends at the present rate of
$1.80 per share on 80,000 shares, or a total of approximately $144,000 per
annum, without paying a penny of interest or principal to the Company. A like
situation prevails with Messrs. Kennon and Silvers. These loans carry provisions
whereby the interest and principal are forgiven if the person is terminated
following a change in control or on death or permanent disability. As a
consequence, the Company would have the added burden of paying the very
substantial taxes related to such forgiveness in addition to a severance pay
package of three years' salary, continuation of benefits, etc. We are fearful
that the Board and the Compensation Committee will continue to make new
arrangements to allow management to defer payment of these loans and grant
management undeserved increases in salary and bonuses unless some shareholder
representation on the Board comes about.

OUR PROGRAM
We believe in the long-term value of EPR and in the business of owning
motion picture theaters as evidenced by our substantial stock ownership. We
currently have approximately $19.3 million invested in EPR. Our ongoing
commitment to EPR is clear - as shown by our


intent to commence a tender offer for 1 million shares of EPR stock at a price
of $18 per share. As always, we intend to work for the benefit of all
shareholders.

We trust that you will respond favorably so that shareholders will have
more direct representation on the Board of the Company they own.


Sincerely,
BRT REALTY TRUST

/s/ FREDRIC H. GOULD
- --------------------
Fredric H. Gould
Chairman of the Board



BRT Realty Trust is a mortgage-oriented real estate investment trust.

More detailed information pertaining to BRT's proposal will be set forth in
BRT's tender offer statement and other appropriate filings to be made with the
SEC. We urge stockholders to read BRT's tender offer statement, the proxy
statement and other relevant documents that have been and may be filed with the
SEC because they do and will contain important information. Stockholders will be
able to obtain a free copy of any filings containing information about BRT and
EPR, without charge, at the SEC's Internet site (HTTP://WWW.SEC.GOV). Copies of
any filings containing information about BRT can also be obtained, without
charge, by directing a request to BRT Realty Trust, 60 Cutter Mill Road, Great
Neck, New York 11021, Attention: Secretary ((516) 466-3100).

Certain information contained herein is forward-looking. 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