SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-13561
ENTERTAINMENT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 43-1790877
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
30 WEST PERSHING ROAD, SUITE 201
KANSAS CITY, MISSOURI 64108
(816) 472-1700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
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CLASS IS TO BE REGISTERED
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7.75% SERIES B CUMULATIVE REDEEMABLE NEW YORK STOCK EXCHANGE
PREFERRED SHARES, PAR VALUE $0.01 PER SHARE
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
PART I
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the 7.75% Series B Cumulative Redeemable Preferred Shares,
par value $0.01 per share, is contained in the prospectus supplement dated
January 11, 2005 filed with the Securities and Exchange Commission under Rule
424(b)(5) on January 12, 2005, pursuant to the Company's Registration Statement
on Form S-3 (File No. 333-113626), filed with the Securities and Exchange
Commission on March 15, 2004. The prospectus supplement is hereby incorporated
by reference into this registration statement.
ITEM 2. EXHIBITS.
3.1 Amended and Restated Declaration of Trust of the Company, which is attached
as Exhibit 3.2 to the Company's Current Report on Form 8-K (Commission File
No. 1-13561) filed on June 7, 1999, is hereby incorporated by reference as
Exhibit 3.1
3.2 Amendment to Declaration of Trust, which is attached as Exhibit 3.1 to the
Company's Current Report on Form 8-K (Commission File No. 1-13561) filed on
January 11, 2005, is hereby incorporated by reference as Exhibit 3.2
3.3 Bylaws of the Company, which are attached as Exhibit 3.3 to the Company's
Current Report on Form 8-K (Commission File No. 1-13561) filed on June 7,
1999, are hereby incorporated by reference as Exhibit 3.2
4.3 Form of share certificate for common shares of beneficial interest of the
Company, which is attached as Exhibit 4.5 to the Company's Registration
Statement on Form S-11, as amended, (Registration No. 333-35281), is hereby
incorporated by reference as Exhibit 4.3
4.4 Articles Supplementary for 9.50% Series A Preferred Shares, which is
attached as Exhibit 4.4 to the Company's Form 8-A12B (Commission File No.
1-13561) filed on May 24, 2002, is hereby incorporated by reference as
Exhibit 4.4
4.5 Form of 9.50% Series A Preferred Share Certificate, which is attached as
Exhibit 4.5 to the Company's Form 8-A12B (Commission File No. 1-13561)
filed on May 24, 2002, is hereby incorporated by reference as Exhibit 4.5
4.6 Form of Articles Supplementary designating the powers, preferences and
rights of the 7.75% Series B Cumulative Redeemable Preferred Shares (par
value $0.01 per share)
4.7 Form of 7.75% Series B Cumulative Redeemable Preferred Share Certificate
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Entertainment Properties Trust
(Registrant)
Dated: January 12, 2005 By: /s/ Gregory K. Silvers
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Name: Gregory K. Silvers
Title: Vice President, Secretary, General
Counsel and Chief Development
Officer