-----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, VutpP+jUq26w/McslANMxDwjcb3pgbobMRLuxd91oQtC9fi9MEOeGUsIgLkogJL8 YiV4Cj1pwGNQejvsUYcaoA== 0001013816-04-000624.txt : 20040927 0001013816-04-000624.hdr.sgml : 20040927 20040927140954 ACCESSION NUMBER: 0001013816-04-000624 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040924 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040927 DATE AS OF CHANGE: 20040927 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13561 FILM NUMBER: 041046804 BUSINESS ADDRESS: STREET 1: 30 PERSHING RD STREET 2: STE 301 CITY: KANSAS CITY STATE: MO ZIP: 64108 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 8-K 1 form8k_92404.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): SEPTEMBER 24, 2004 ENTERTAINMENT PROPERTIES TRUST --------------------------------------------------- (Exact name of company as specified in its charter) MARYLAND 1-13561 43-1790877 - ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission file number) (IRS Employer of incorporation) Identification Number) 30 WEST PERSHING ROAD, SUITE 201, KANSAS CITY, MISSOURI 64108 ------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (816) 472-1700 ---------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address if changed since last report) THIS REPORT IS BEING FILED SOLELY FOR THE PURPOSE OF FILING EXHIBIT 8.1 TO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-3, REGISTRATION NO. 333-119160. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NO. DOCUMENT 8.1 Opinion of Sonnenschein Nath & Rosenthal LLP dated September 24, 2004 regarding certain U.S. Federal Income Tax Matters in connection with the issuance and sale of common shares of beneficial interest registered under the Registrant's Registration Statement on Form S-3, Registration No. 333-119160. 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 Date: September 24, 2004 By: /s/ Fred L. Kennon ----------------------------- Fred L. Kennon Vice President, Treasurer and Chief Financial Officer EX-8 2 form8k_92404ex81.txt EXH. 8.1 SNR TAX OPINION Exhibit 8.1 [SONNENSCHEIN NATH & ROSENTHAL LETTERHEAD] September 24, 2004 Entertainment Properties Trust 30 West Pershing Road, Suite 201 Kansas City, Missouri 64108 Re: Certain U.S. Federal Income Tax Issues Ladies and Gentlemen: We have acted as tax counsel to Entertainment Properties Trust, a Maryland real estate investment trust (the "Company") in connection with the sale by certain shareholders of up to eight hundred fifty seven thousand one hundred forty five (857,145) common shares of beneficial interest (the "Securities"), pursuant to a registration statement on Form S-3, registration No. 333-119160, (as amended and supplemented from time to time, the "Registration Statement"), and the related prospectus and prospectus supplement. The Company is a real estate investment trust organized under the laws of the State of Maryland primarily for the purpose of acquiring and leasing certain real estate. You have requested our opinion as to (i) the qualification of the Company as a real estate investment trust for U.S. federal income tax purposes (a "REIT") under the provisions of Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) the accuracy of the discussion of U.S. federal income tax consequences contained under the caption "U.S. Federal Income Tax Consequences" in the prospectus. This opinion is based on information and representations made in an Officers' Certificate dated September 24, 2004. With the Company's permission, we have relied without investigation upon such representations in giving this opinion. Our opinion is based solely on the information and representations set forth in that Officers' Certificate. We have assumed, with your consent, that the representations set forth in the Officers' Certificate are true, accurate and complete as of the date hereof. Based on such assumptions and representations, and assuming the accuracy thereof, it is our opinion that (i) as of the date hereof, the Company is organized in conformity with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes, and its current method of operation (to the extent described in the Officers' Certificate and the prospectus and prospectus supplement) has enabled and will continue to enable the Company to meet the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes and (ii) the statements in the prospectus under the caption "U.S. Federal Income Tax Consequences," to the extent that they describe matters of law or legal conclusions, are correct in all material respects. This opinion is based in part on the Code, Treasury Regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, each as of the date hereof and all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts or representations from those set forth in the representations furnished to us by the Company may affect the conclusions stated herein. Moreover, the Company's qualification and taxation as a REIT depend upon the Company's ability to meet, through actual annual operating results, distribution levels and diversity of share ownership and the various qualification tests imposed under the Code, the results of which have not been and will not be reviewed by us. Accordingly, no assurance can be given that the actual results of the Company's operations for any taxable year will satisfy such requirements. We consent to the reference to our firm under the captions "U.S. Federal Income Tax Consequences" and "Legal Opinions" in the registration statement and accompanying prospectus and prospectus supplement and to the attachment of this opinion as an exhibit to the registration statement. Please be advised that we have rendered no opinion regarding any tax issues other than as set forth herein. This opinion letter shall not be construed as or deemed to be a guarantee or insuring agreement. We disclaim any obligation to update this opinion for developments which may occur subsequent to the date hereof. Very truly yours, /s/ Sonnenschein Nath & Rosenthal LLP Sonnenschein Nath & Rosenthal LLP -----END PRIVACY-ENHANCED MESSAGE-----