PRESS RELEASE
Published on April 10, 2001
BRT REALTY TRUST
60 Cutter Mill Road
Suite 303
Great Neck, NY 11021
(516) 466-3100 - Telephone
(516) 466-3132 - Telecopier
BRT COMMENCES CASH TENDER OFFER FOR 1 MILLION SHARES OF EPR
GREAT NECK, N.Y., April 10, 2001 -- BRT Realty Trust (NYSE: BRT) announced today
that it is commencing a cash tender offer to purchase up to 1,000,000 shares of
beneficial interest of Entertainment Properties Trust (NYSE: EPR) for $18.00 per
share. This represents a 29% premium to yesterday's closing price. BRT currently
owns 1,355,600 shares, or approximately 9.2% of the outstanding shares of EPR.
Fredric H. Gould, BRT's Chairman and Chief Executive Officer, said, "BRT
is making this offer to increase its investment in Entertainment Properties
because we believe in the long-term value of EPR. The offer gives shareholders
the chance to sell some of their shares at a significant premium and still
retain an interest in EPR's future growth."
The tender offer is conditioned upon: (1) Fredric Gould's election and
qualification to the Board of Trustees of EPR; and (2) the Board of Trustees
granting BRT an unqualified exemption from the 9.8% ownership limitation in its
Declaration of Trust and from the voting restrictions under Maryland law arising
from BRT owning more than 10% of the shares. The offer is also subject to other
customary conditions, but is not conditioned upon financing. The tender offer
and withdrawal rights are scheduled to expire at 5:00 p.m., New York City time
on Tuesday, May 15, 2001, unless extended.
BRT is currently soliciting proxies for the election of Mr. Gould to the Board
of EPR at the upcoming shareholders' meeting, currently scheduled for May 9,
2001.
Georgeson Shareholder Communications Inc. is acting as Information Agent for
the offer and Proxy Solicitor for the election of Mr. Gould.
BRT Realty Trust is a mortgage-oriented real estate investment trust.
More detailed information pertaining to BRT's tender offer and proxy
solicitation is set forth in BRT's tender offer statement, proxy statement and
other filings to be made with the SEC. We urge shareholders to read BRT's tender
offer statement, proxy statement and other relevant documents that have been
and may be filed with the SEC because they do and will contain important
information. Shareholders 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.