Form: SC14D9C

Written communication by the subject company relating to a third party tender offer

April 10, 2001

SC14D9C: Written communication by the subject company relating to a third party tender offer

Published on April 10, 2001


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

Entertainment Properties Trust
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(Name of Subject Company)

Entertainment Properties Trust
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Statement)

Common Shares of Beneficial Interest, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)

29380T105
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(CUSIP Number of Class of Securities)


Gregory K. Silvers
Entertainment Properties Trust
30 Pershing Road
Union Station - Suite 201
Kansas City, Missouri 64108
(816) 472-1700
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(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)

Copies to:
Steven B. Stokdyk
Sullivan & Cromwell
1888 Century Park East
Suite 2100
Los Angeles, California 90067
Telephone: (310) 712-6600

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







CONTACTS
Media: Jon Weis (888) EPR-REIT
Shareholders: MacKenzie Partners, Inc. (800) 322-2885

EPR REVEALS THE FACTS REGARDING GOULD AND BRT

KANSAS CITY, MISSOURI - April 10, 2001 - Entertainment
Properties Trust (NYSE: EPR) today sent the following letter to its
shareholders:

April 10, 2001

Dear Fellow Shareholder:

Over the last week, you have received materials from
Entertainment Properties Trust regarding our upcoming annual meeting,
the election of our trustee, and the ratification of our accountants.
While the nominating committee of our board unanimously recommends
re-electing Mr. Scott Ward to another term as trustee, this nomination
has been contested by BRT Realty Trust, which has nominated another
candidate.

EPR takes very seriously communications with our shareholders
and knows that your trust is earned through our honest communication
and our hard work to generate the best returns we can while building
the best company we can. In the course of BRT's communications with
you, we believe that they have failed to disclose important facts we
think you should know. WE THINK IT IS IMPORTANT TO SET THE RECORD
STRAIGHT.

BRT is not a large, sophisticated real-estate concern and
there is little similarity between EPR and BRT. In fact, we are
concerned that someone responsible for BRT's record, as exhibited
below, is attempting not only to obtain a seat on our board but also
to own a larger percentage of our company.




ENTERTAINMENT PROPERTIES TRUST BRT REALTY TRUST
-------------------------------------------- ------------------------------------------------

DIVIDEND PAYMENTS EPR IS COMMITTED TO PAYING A REGULAR BRT HAS NOT PAID A DIVIDEND IN 10 YEARS.
DIVIDEND. In fact, EPR has consistently Mr. Gould was chairman and CEO of BRT at
raised its dividend in its three years the time the dividend was stopped and
since the IPO and now pays $1.80 per share remains in those positions today.
annually.







MANAGEMENT & EPR's management is comprised of BRT HAS TEN EMPLOYEES, OF WHICH AT LEAST
PROFESSIONALISM professionals in real estate, THREE MEMBERS OF MANAGEMENT ARE MEMBERS
entertainment and finance who formed the OF THE GOULD FAMILY. Fredric Gould asked
company and continue to operate the EPR's trustees and management to put his
company today. son on EPR's board, stating that he
"needs public company experience." Of
course, EPR declined the invitation.

EFFICIENCY EPR GENERATED OVER $55 MILLION IN REVENUES BRT GENERATED LESS THAN $11 MILLION IN
IN 2000 WITH ONLY 6 EMPLOYEES. EPR's REVENUES DURING ITS LAST FISCAL YEAR WITH
administrative expenses in 2000 were less 10 EMPLOYEES. BRT's administrative than
3.4% of revenues at $1.9 million. expenses are nearly double that of EPR
at $3.6 million, almost ten times as much
as a percent of revenues, and include
substantial payments to members of
Fredric Gould's family or to entities
controlled by Mr. Gould.

ASSETS EPR had total real estate assets of over BRT had real estate assets of only $64.2
$500 million as of December 31, 2000. million as of December 31, 2000,
approximately the same size as our two
largest properties.

LIQUIDITY AND ANALYST EPR trades an average of 65,700 shares per BRT trades an average of only 1,900
COVERAGE day on the NYSE. EPR IS COVERED BY FOUR shares per day on the NYSE. BRT is
RESEARCH ANALYSTS, INCLUDING GOLDMAN SACHS COVERED BY NO RESEARCH ANALYSTS.
AND OTHER TOP TIER INVESTMENT BANKS.

REAL ESTATE FOCUS EPR's real estate portfolio includes 23 BRT's stated focus is on the sub-prime
megaplex theatre properties, combining lending and mortgage loan market, not the
aspects of entertainment and retailing. entertainment and retail properties core
to EPR.







NOMINEES Scott Ward is the unanimous selection of BRT's candidate, Fredric Gould, was
our nominating committee due to HIS rejected as a candidate by our nominating
SIGNIFICANT RETAIL AND REAL ESTATE committee because HIS TRACK RECORD, AS
EXPERIENCE through Russell Stover EXHIBITED ABOVE, IS INCONSISTENT WITH THE
and the tremendous contributions he has GOALS OF EPR. We believe his candidacy
made as a trustee of EPR since its IPO. is not in the best interests of our
We believe he will undoubtedly continue to shareholders.
serve the best interests of our
shareholders.




Scott Ward is a solid candidate in whom we have complete
confidence, and whose interests are aligned with all shareholders. WE
DO NOT WANT EPR TO BECOME ANOTHER BRT REALTY, WITH NO DIVIDENDS,
LIMITED LIQUIDITY, A SMALL ASSET BASE AND CONTROLLED BY MR. GOULD'S
FAMILY. These are the values represented by BRT Realty, and its
candidate Fredric Gould, who is the chairman and chief executive
officer of that company. Mr. Gould can claim he knows how to operate a
business in the interests of all shareholders, but we believe, as you
probably now do, the record is otherwise.

As we have stated previously and continue to make clear, we
are not averse to having qualified independent trustees with
experience that will benefit our shareholders, as indicated by the
makeup of our board. WE ARE AVERSE TO MR. GOULD SERVING AS A TRUSTEE,
and believe that the person responsible for BRT's track record would
only serve as a distraction to our board.

REGARDLESS OF THE NUMBER OF SHARES YOU MAY OWN, YOUR VOTE IS
IMPORTANT SO PLEASE ACT PROMPTLY. PLEASE INDICATE YOUR SUPPORT FOR OUR
TRUSTEES BY RETURNING THE BLUE PROXY CARD TODAY, VOTING FOR SCOTT
WARD, AND IGNORING ANY FURTHER CORRESPONDENCE FROM BRT REALTY OR MR.
GOULD.

Our trustees and management appreciate your continued
support.

Very truly yours,


/s/ David Brain
---------------------------------
David Brain

# # #

Shareholders who have questions about the upcoming annual
meeting, the election of the trustee or BRT's possible offer are
encouraged to contact the company's proxy solicitor, MacKenzie
Partners at (800) 325-2885, or to call the company directly at (888)
EPR-REIT.




Entertainment Properties Trust is a specialty finance company organized
as a real estate investment trust (REIT) whose principal business strategy is to
acquire and develop a diversified portfolio of high-quality properties leased to
major entertainment-related business operators. The company's common shares of
beneficial interest are traded on the New York Stock Exchange under the ticker
symbol EPR. The Entertainment Properties Trust company address is 30 Pershing
Road, Suite 201, Kansas City, Missouri 64108. 888-EPR-REIT. FAX 816-472-5794.
The company's website is located at http://www.eprkc.com.

Entertainment Properties Trust ("EPR") has not yet filed its
solicitation/recommendation statement with the U.S. Securities and Exchange
Commission relating to BRT Realty Trust's possible partial tender offer. If BRT
Realty's partial tender offer is commenced, EPR will issue a
solicitation/recommendation statement which will be available, along with other
filed documents, at no charge on the SEC website at http://www.sec.gov or at
http://www.freeedgar.com. EPR strongly advises its shareholders to read EPR's
definitive proxy statement and other definitive materials which have been filed,
and the solicitation/ recommendation statement and other materials when they
become available, because they do and will contain important information. These
documents may also be obtained for free from EPR by directing such request to:
Entertainment Properties Trust, Attention: Investor Relations, 30 Pershing Road,
Suite 201, Kansas City, Missouri 64108, telephone: (888) EPR-REIT, or from
MacKenzie Partners, Inc. at (800) 322-2885 (toll-free) or at (212) 929-5500
(collect) or by e-mail at PROXY@MACKENZIEPARTNERS.COM.