LETTER TO BROKERS & DEALERS
Published on April 10, 2001
OFFER TO PURCHASE FOR CASH UP TO
1,000,000 COMMON SHARES OF BENEFICIAL INTEREST
OF
ENTERTAINMENT PROPERTIES TRUST
$18.00 NET PER SHARE
BY
BRT REALTY TRUST
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON TUESDAY, MAY 15, 2001, UNLESS THE OFFER IS EXTENDED.
April 10, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been engaged by BRT Realty Trust, a Massachusetts business trust
(the "Purchaser"), to act as Information Agent in connection with the
Purchaser's offer to purchase up to 1,000,000 common shares of beneficial
interest, par value $0.01 per share (the "Shares") of Entertainment Properties
Trust, a Maryland real estate investment trust (the "Company"), at a price of
$18.00 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
April 10, 2001 ("Offer to Purchase"), and in the related Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer") enclosed
herewith.
The Offer is conditioned on, among other things, (1) Fredric H. Gould's
election and qualification to the Board of Trustees of the Company, (the
"Board"), at the 2001 annual meeting of shareholders and (2) the Board granting
an unqualified exemption to the Purchaser from the 9.8% beneficial interest
ownership limitation of Article Ninth of the Amended and Restated Declaration of
Trust of the Company and from the voting rights restriction under the Maryland
Control Share Acquisition Act arising from the Purchaser owning more than 10% of
the Shares. The Offer is also subject to other conditions set forth in the Offer
to Purchase. The Offer is not conditioned on the receipt of financing.
The Purchaser will, upon request reimburse you for customary mailing and
handling expenses incurred by you in forwarding the enclosed materials to your
clients.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following documents:
1. The Offer to Purchase, dated April 10, 2001;
2. The Letter of Transmittal (including Guidelines of the Internal Revenue
Service for Certification of Taxpayer Identification Number on
Substitute Form W-9) to be used by holders of Shares in accepting the
Offer and tendering Shares;
3. The Notice of Guaranteed Delivery to be used to accept the Offer if the
certificates evidencing such Shares (the "Share Certificates") are not
immediately available or time will not permit all required documents to
reach the Depositary (as defined in the Offer to Purchase) prior to the
Expiration Date (as defined in the Offer to Purchase) or the procedure
for book-entry transfer cannot be completed on a timely basis;
4. A letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominees, with
space provided for obtaining such clients' instructions with regard to
the Offer; and
5. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, MAY 15, 2001, UNLESS THE
OFFER IS EXTENDED.
The Purchaser will pay any stock transfer taxes incident to the transfer to
it of validly tendered Shares, except as otherwise provided in Instruction 7 of
the Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary and certificates representing the tendered Shares should be
delivered, or such Shares should be tendered by book-entry transfer, all in
accordance with the instructions set forth in the Letter of Transmittal and the
Offer to Purchase. Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of any
such extension or amendment), the Purchaser will purchase, by accepting for
payment, and will pay for up to 1,000,000 of the Shares validly tendered and not
withdrawn prior to the Expiration Date promptly after the Expiration Date. For
purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, tendered Shares as, if and when the Purchaser
gives oral or written notice to the Depositary of the Purchaser's acceptance of
such Shares for payment pursuant to the Offer. In all cases, payment for Shares
purchased pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) the Share Certificates or timely confirmation of a book-entry
transfer of such Shares, if such procedure is available, into the Depositary's
account at The Depository Trust Company pursuant to the procedures set forth in
Section 2 under the caption "The Tender Offer" of the Offer to Purchase, (ii)
the Letter of Transmittal (or a facsimile thereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message (as
defined in Section 2 under the caption "The Tender Offer" of the Offer to
Purchase) and (iii) any other documents required by the Letter of Transmittal.
If holders of Shares wish to tender Shares, but it is impracticable for
them to forward their Share Certificates or other documents to the Depositary
prior to the Expiration Date or to comply with the procedures for book-entry
transfer on a timely basis, a tender may be made by following the guaranteed
delivery procedures specified under Section 2 under the caption "The Tender
Offer" of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from,
Georgeson Shareholder Communications Inc., the Information Agent, at its address
and telephone number set forth on the back cover page of the Offer to Purchase.
Very truly yours,
GEORGESON SHAREHOLDER
COMMUNICATIONS INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF THE PURCHASER, THE DEPOSITARY, THE INFORMATION
AGENT, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS
CONTAINED THEREIN.
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