LETTER TO SHAREHOLDERS
Published on April 10, 2001
[BRT LETTERHEAD]
April 10, 2001
TO SHAREHOLDERS OF ENTERTAINMENT PROPERTIES TRUST (EPR)
Ladies and Gentlemen:
We are EPR's largest shareholder and own approximately 9.2% of EPR's
shares. We are making this offer to increase our investment in EPR because we
believe in its long-term value. This offer will give you the chance to sell some
of your shares at a premium to market and still retain an interest in EPR's
future growth.
OUR PREMIUM OFFER
Enclosed is our formal offer to buy up to 1 million shares of EPR for $18
per share. This is a 29% premium to yesterday's closing price. Our offer is
subject to two important conditions.
- Fredric H. Gould's election to EPR's Board of Trustees.
- The Board granting us an unqualified exemption from EPR's 9.8% share
ownership limitation and from the voting restriction arising from BRT
owning more than 10% of the shares.
The Board has previously refused to grant our requests for Board
representation and an exemption from the 9.8% ownership limitation. Therefore,
we were forced to take our case directly to shareholders. Hopefully, EPR's Board
will grant the exemptions and allow shareholders to take advantage of this
offer.
TELL THE BOARD THAT YOU WANT TO ACCEPT OUR PREMIUM OFFER
- Vote to elect Fred Gould, an experienced real estate executive, to the
Board.
- A vote for Fred Gould is a signal to the Board that it should waive the
9.8% ownership limit, protect our full voting rights and allow us to
complete the offer.
ACT NOW
- Please sign and date the WHITE proxy card previously mailed to you and
return it in the envelope provided.
- If you need help to vote or need another WHITE proxy card, please call
Georgeson Shareholder Communications at (800) 223-2064.
If anyone would like to speak to me personally, please feel free to call me at
the above number.
Sincerely,
BRT REALTY TRUST
/s/ Frederic H. Gould
Fredric H. Gould
Chairman of the Board