DFAN14A: Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material
Published on April 10, 2001
SCHEDULE 14A INFORMATION
(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:
ENTERTAINMENT PROPERTIES TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BRT REALTY TRUST
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
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.
[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