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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 3, 2006
(Date of earliest event reported)
ENTERTAINMENT PROPERTIES TRUST
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(Exact name of registrant as specified in its charter)
Maryland 1-13561 43-1790877
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
30 West Pershing Road, Suite 201, Kansas City, Missouri 64108
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 472-1700
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01 OTHER EVENTS.
On February 3, 2006, we entered into an Underwriting Agreement (the
"Underwriting Agreement") with RBC Capital Markets Corporation (the
"Underwriter") in connection with a public offering of 1,000,000 common shares
of beneficial interest (excluding 150,000 shares to cover over-allotments, if
any), pursuant to our prospectus supplement dated February 3, 2006 as filed with
the Commission on February 3, 2006. The offering is scheduled to close on
February 8, 2006. A form of the Underwriting Agreement is attached hereto as
Exhibit 1.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DOCUMENT
1.2 Form of Underwriting Agreement dated February 3, 2006
between the Company and RBC Capital Markets Corporation for
1,000,000 common shares (excluding 150,000 shares to cover
over-allotments, if any).
5.1 Form of Opinion of Sonnenschein Nath & Rosenthal LLP as to
the legality of the common shares to be issued pursuant to
the Underwriting Agreement.
8.1 Form of Opinion of Sonnenschein Nath & Rosenthal LLP
regarding certain U.S. Federal Income Tax Matters in
connection with the issuance and sale of the common shares.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ENTERTAINMENT PROPERTIES TRUST
Dated: February 3, 2006 By: /s/ Fred L. Kennon
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Fred L. Kennon
Vice President, Treasurer and Chief
Financial Officer