Both companies are REITs. BRT, based in Great Neck, NY, invests in real estate loans secured by interests in income producing and undeveloped properties; EPT owns approximately 25 motion picture megaplexes in approximately a dozen states as well as an interest in a strip mall anchored by a multiplex.

Conditions of the offer were that BRT chairman and CEO Frederic Gould be elected to EPT's board, that it be granted an unqualified exemption from a 9.8% ownership limitation as well as from certain voting restrictions in Maryland law. EPT wrote its shareholders saying it opposed the offer because the merged firm might be considered an investment company that would have to be registered, and that Federal law forbids a person from serving on the board of a competitor. The letter also noted that Gould headed a group of investors in 1989 that made a successful $16 per share bid for part of a public REIT that was trading at $12.25 per share in April.

Gould received support from about 30% of the shareholders at EPT's annual meeting at which the board of trustees refused to waive the ownership and voting restrictions. The 3,750,600 shares that were tendered will be returned to their owners.