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

-----------------

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

Entertainment Properties Trust
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(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.








[EPR LETTERHEAD]

EPR REVEALS THE FACTS REGARDING GOULD AND BRT

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

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






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

EFFICIENCY EPR GENERATED OVER $55 MILLION BRT GENERATED LESS THAN $11
IN REVENUES IN 2000 WITH ONLY MILLION IN REVENUES DURING ITS
6 EMPLOYEES. EPR's LAST FISCAL YEAR WITH 10
administrative expenses in EMPLOYEES. BRT's
2000 were less than 3.4% of administrative expenses are
revenues at $1.9 million. 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 BRT had real estate assets of
assets of over $500 million as only $64.2 million as of
of December 31, 2000. December 31, 2000,
approximately the same size as
our two largest properties.

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

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

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

PLEASE VOTE THE BLUE PROXY CARD TODAY. PLEASE DO NOT RETURN ANY WHITE PROXY CARD
FOR ANY REASON. ONLY YOUR LATEST DATED PROXY CARD WILL BE COUNTED. If you have
any questions, please call our proxy solicitor:

[MacKENZIE PARTNERS, INC. LOGO]

156 Fifth Avenue
New York, New York 10010
proxy@mackenziepartners.com
(212) 929-5500 (call collect)
or
TOLL-FREE (800) 322-2885

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.