-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TROBRdkcq8GpLYaWc0F8VzC6+DwdnuGPlccen3Ufia+jp7rW/qyhDuTk4k3Ea0BE e4+9Zk76v986yFcASqct2g== 0000950123-01-502646.txt : 20010517 0000950123-01-502646.hdr.sgml : 20010517 ACCESSION NUMBER: 0000950123-01-502646 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010516 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENTERTAINMENT PROPERTIES TRUST CENTRAL INDEX KEY: 0001045450 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 431790877 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-52053 FILM NUMBER: 1641304 BUSINESS ADDRESS: STREET 1: ONE KANSAS CITY PLACE STREET 2: 1200 MAIN STREET SUITE 3250 CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8164721700 MAIL ADDRESS: STREET 1: ONE KANSAS CITY PLACE STREET 2: 1200 MAIN STREET SUITE 3250 CITY: KANSAS CITY STATE: MO ZIP: 64105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRT REALTY TRUST CENTRAL INDEX KEY: 0000014846 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 132755856 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 60 CUTTER MILL RD STREET 2: SUITE 303 CITY: GREAT NECK STATE: NY ZIP: 11021-3190 BUSINESS PHONE: 5164663100 FORMER COMPANY: FORMER CONFORMED NAME: BERG ENTERPRISES REALTY GROUP DATE OF NAME CHANGE: 19750724 SC TO-T/A 1 y49382a4scto-ta.txt AMENDMENT #4 TO SCHEDULE TO: ENTERTAINMENT/BRT 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) ENTERTAINMENT PROPERTIES TRUST (NAME OF SUBJECT COMPANY) BRT REALTY TRUST (NAME OF FILING PERSONS-OFFEROR) COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) ------------------------ 29380T105 (CUSIP NUMBER OF CLASS OF SECURITIES) SIMEON BRINBERG BRT REALTY TRUST 60 CUTTER MILL ROAD GREAT NECK, NEW YORK 11021 TELEPHONE: (516) 466-3100 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) COPIES TO: LAWRENCE LEDERMAN MILBANK, TWEED, HADLEY & MCCLOY LLP ONE CHASE MANHATTAN PLAZA NEW YORK, NEW YORK 10005 TELEPHONE: (212) 530-5732 CALCULATION OF FILING FEE
- ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ TRANSACTION VALUATION* AMOUNT OF FILING FEE - ------------------------------------------------------------------------------------------------------------ $18,000,000 $3,600 - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 1,000,000 shares of the outstanding common shares of beneficial interest, par value $0.01 per share, at a price per Share of $18.00 in cash. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. AMOUNT PREVIOUSLY PAID: $3,600 FILING PARTY: BRT REALTY TRUST FORM OR REGISTRATION NO.: SCHEDULE DATE FILED: APRIL 10, 2001 TO
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [X] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 AMENDMENT NO. 4 TO TENDER OFFER STATEMENT This Amendment No. 4 to the Tender Offer Statement on Schedule TO (as previously amended and amended hereby, the "Schedule TO")is filed by BRT Realty Trust, a Massachusetts business trust ("BRT"). This Schedule TO relates to the offer by BRT to purchase up to 1,000,000 common shares of beneficial interest, par value $0.01 per share (the "Shares"), of Entertainment Properties Trust, a Maryland real estate investment trust (the "Company"), at a price of $18.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 10, 2001 (as amended, the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Offer to Purchase. At 5:00 p.m. on May 15, 2001, the Offer expired in accordance with its terms and was not extended. The conditions to the Offer were not satisfied. BRT has instructed the depositary for the Offer to return promptly all Shares tendered to date and not previously withdrawn. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented to add the following exhibits: (a)(14) Press release issued by BRT, dated May 15, 2001. 2 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BRT REALTY TRUST /s/ SIMEON BRINBERG -------------------------------------- (Signature) Simeon Brinberg, Senior Vice President -------------------------------------- (Name and Title) May 16, 2001 -------------------------------------- (Date) 3 4 EXHIBIT INDEX
EXHIBIT NO. - ----------- (a)(1) Offer to Purchase dated April 10, 2001.* (a)(2) Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).* (a)(3) Notice of Guaranteed Delivery.* (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(6) Letter to Shareholders, dated March 30, 2001.* (a)(7) Press release issued by BRT, dated April 2, 2001.* (a)(8) Letter to Shareholders, dated April 10, 2001.* (a)(9) Press release issued by BRT, dated April 10, 2001.* (a)(10) Letter to Shareholders, dated April 20, 2001.* (a)(11) Press release by BRT, dated April 23, 2001.* (a)(12) Letter to Shareholders, dated April 27, 2001.* (a)(13) Press release issued by BRT, dated April 30, 2001.* (a)(14) Press release issued by BRT, dated May 15, 2001. (b) None. (d) None. (g) None. (h) None.
- --------------- * Previously filed. 4 EX-99.A.14 2 y49382a4ex99-a_14.txt PRESS RELEASE ISSUED BY BRT, DATED MAY 15, 2001 1 BRT REALTY TRUST 60 CUTTER MILL ROAD SUITE 303 GREAT NECK, NEW YORK 11021 516.466.3100 www.brtrealty.com BRT TERMINATES TENDER OFFER FOR SHARES OF ENTERTAINMENT PROPERTIES TRUST Great Neck, NY, May 15, 2001 - BRT Realty Trust (BRT:NYSE) today announced that the conditions to its tender offer to purchase 1,000,000 shares of Entertainment Properties Trust (EPR:NYSE) at $18 per share have not been satisfied and accordingly it has terminated its tender offer and will not accept for payment or pay for any of the shares tendered. BRT's offer was commenced on April 10, 2001 and was conditioned on Fredric H. Gould's election to the Board of Trustees of EPR and the Board of EPR granting an unqualified exemption to BRT from the 9.8% share ownership limitation contained in EPR's charter and the voting restrictions under Maryland law arising from BRT's ownership of more than 10% of EPR's shares. Although, Mr. Gould received approximately 30% of the votes of the shareholders' voting at the EPR Annual Meeting he was not elected to the Board. Also the Board of Trustees of EPR did not waive the ownership and voting restrictions by the expiration date of the tender offer. BRT further stated that 3,750,600 shares were tendered and that these shares would be returned to tendering shareholders promptly. Contact: Simeon Brinberg, BRT Realty Trust (516.466.3100) -----END PRIVACY-ENHANCED MESSAGE-----