UNITED STATES

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): ~~December 15~~March 24, ~~2016~~2017

CNL LIFESTYLE PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

000-51288

20-0183627

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

450 South Orange Ave.

Orlando, Florida 32801

(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (407) 650-1000

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))

Item 75.0107 ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders.

~~Correspondence~~On ~~with~~March 24, ~~Financial~~2017, ~~Advisors~~CNL Lifestyle ~~and~~Properties, ~~Broker~~Inc. ~~Dealers~~(the “Company”) held a special meeting of stockholders (the “Special Meeting”) at its principal offices in Orlando, Florida, for the following purposes:

~~Filed as Exhibit 99.~~1. toTo ~~this~~consider ~~Current Report,~~ and ~~incorporated~~vote byupon ~~reference in this Item 7.01, is~~ the ~~text~~sale of aall ~~correspondence~~of ~~sent on~~the ~~December~~Company’s ~~15,~~remaining ~~2016~~properties ~~by CNL Lifestyle Properties, Inc.~~ (the “~~Company~~Sale”) to ~~financial~~EPR ~~advisors~~Properties, ~~and~~a ~~broker~~Maryland ~~dealers~~real ~~that~~estate ~~participated~~investment intrust ~~the Company’s public offerings~~(“EPR”), ~~informing~~and ~~them~~Ski ofResort ~~the~~Holdings ~~filing~~LLC, ofa ~~the~~Delaware ~~Company’s~~limited ~~preliminary~~liability ~~proxy statement/prospectus~~company inaffiliated ~~connection~~ with ~~the~~Och-Ziff ~~sale~~Real ofEstate ~~the~~(“SRH”), ~~Company’s~~pursuant ~~remaining~~to ~~real estate properties~~ and ~~related~~on ~~assets (~~the ~~“Sale”)~~terms ~~pursuant~~and toconditions ~~that~~set ~~certain~~forth in a purchase and sale agreement ~~dated November 2, 2016~~ (the “Sale Agreement”), bydated ~~and~~as ~~among~~of ~~the~~November ~~Company~~2, ~~its~~2016, ~~operating~~by ~~partnership,~~and ~~CLP~~among ~~Partners~~EPR, LPSRH, ~~and certain subsidiaries of~~ the Company, ~~and~~CLP ~~EPR~~Partners, ~~Properties (“EPR”) and Ski Resort Holdings LLC~~LP, a ~~company~~Delaware ~~affiliated~~limited ~~with~~partnership ~~Och-Ziff~~and ~~Real~~the ~~Estate (together~~operating ~~with~~partnership ~~EPR,~~of the ~~“Purchasers”)~~Company, asand ~~disclosed~~certain inof the Company’s ~~periodic~~subsidiaries ~~report on Form 8-K filed with the Securities and Exchange Commission~~ (the “~~SEC~~Sale Proposal”) ~~on November 2, 2016.~~ ;

~~Pursuant~~2. toTo ~~the~~consider ~~rules~~ and ~~regulations~~vote ofupon the ~~SEC,~~plan ~~the~~of ~~information~~liquidation ~~contained~~and indissolution ~~this~~of ~~Item 7.01,~~the ~~including~~Company ~~Exhibit 99.1 and~~ (the ~~information~~“Plan ~~set~~of ~~forth therein~~Dissolution”), isincluding ~~deemed~~the tocomplete ~~have~~liquidation ~~been furnished~~ and ~~shall~~dissolution ~~not~~of ~~be deemed to be “filed” under~~ the ~~Securities~~Company ~~Exchange~~contemplated ~~Act of 1934~~thereby, ~~as amended (the “Exchange Act”), or otherwise~~ subject to the ~~liabilities~~approval of ~~such act,~~the ~~nor~~Sale ~~shall~~and ~~any~~following ~~of such information be deemed incorporated by reference in any filing under~~ the ~~Securities~~closing ~~Act~~ of ~~1933,~~the asSale ~~amended~~ (the “~~Securities~~Plan ~~Act~~of Dissolution Proposal”),; ~~or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.~~ and

By3. ~~furnishing~~To consider and vote upon a proposal to adjourn the ~~information~~special ~~contained~~meeting into ~~this~~another ~~Item 7.01~~date, ~~disclosure~~even if a quorum is present, ~~including~~to ~~Exhibit 99.1~~solicit additional votes to approve the Sale and/or the Plan of Dissolution, if necessary (the ~~Company makes~~“Adjournment noProposal,” ~~admission~~and, ascollectively towith the ~~materiality~~Sale Proposal and the Plan of ~~such~~Dissolution ~~information.~~Proposal, the “Proposals”).

~~Item~~At 8the Special Meeting, a total of 215,219,539 shares (approximately 66.0118%) of ~~Other~~the ~~Events~~Company’s common stock outstanding and entitled to vote at the Special Meeting were present in person or represented by proxy.

On December 15, 2016, the Company filed a preliminary proxy statement with the SEC which is included in the registration statement on Form S-4 filed by EPR on December 14, 2016 (the “Registration Statement”). The ~~preliminary~~Proposals ~~proxy~~were ~~statement~~approved ~~was filed in connection with the transactions contemplated~~ by the ~~Sale~~affirmative ~~Agreement,~~vote ~~pursuant~~of ~~to which the Purchasers have agreed to acquire the~~a ~~Company’s~~majority ~~remaining real estate properties and related assets. The preliminary proxy statement~~ of the ~~Company~~outstanding ~~included~~shares inentitled ~~the~~to ~~Registration~~vote ~~Statement~~at ~~also contains information about~~ the ~~intended~~Special ~~liquidation and dissolution of the Company~~Meeting, ~~subject~~ toas ~~the~~follows: ~~consummation of the Sale (the “Dissolution”) and related matters.~~

~~Additional~~I. ~~Information~~The ~~about~~Sale ~~the Proposed Transactions and Where to Find It~~ Proposal:

The Company has filed a preliminary proxy statement with the SEC which is included in the Registration Statement. EPR and the Company will also file other documents with the SEC relating to the proposed transactions. A definitive proxy statement will be mailed to the Company’s stockholders. THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, EPR, THE PROPOSED SALE, DISSOLUTION, AND RELATED MATTERS. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE TRANSACTIONS, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY MATERIALS CAREFULLY WHEN THEY ARE AVAILABLE. The Registration Statement, the proxy statement/prospectus and other documents, when filed with the SEC, can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov, at the Company’s website at http://www.cnllifestylereit.com/ under the tab “Investor Relations” and then “SEC Filings,” at EPR’s website at http://www.eprkc.com under the tab “Investor Center” and then “SEC Filings,” from the Company’s Investors Relations Department, 450 South Orange Avenue, Orlando, Florida 32801, telephone: (866) 650-0650 or from EPR Investor Relations, 909 Walnut Street, Suite 200, Kansas City, Missouri 64106, telephone (816) 472-1700. The content of the websites referenced above is not deemed incorporated by reference into the registration statement or proxy statement/prospectus.


For	Against	Abstained
206,760,554	3,075,985	5,383,000

~~Participants~~II. inThe ~~the~~Plan ~~Solicitation~~of Dissolution Proposal:

The Company and its directors and executive officers and EPR and its trustees and executive officers and other members of their respective management and employees may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transactions. Information regarding the special interests of these directors, trustees and executive officers in the proposed transactions will be included in the


For	Against	Abstain
206,681,080	3,007,639	5,530,819

~~definitive proxy statement/prospectus referred to above~~III. Additional information regarding the Company’s directors and executive officers is also included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on March 28, 2016. Additional information regarding EPR’s trustees and executive officers is also included in EPR’s proxy statement for its 2016 Annual Meeting of Shareholders, which was filed with the SEC on April 1, 2016, and in Form 4s of EPR’s trustees and executive officers filed with the SEC. The ~~filed~~Adjournment documents are available free of charge at the SEC’s website at sec.gov and from the Company and EPR by contacting them as described above. Other information about the participants in the proxy solicitation will be contained in the proxy statement/prospectus. Proposal:

Disclaimer


For	Against	Abstain
203,263,263	4,549,550	7,406,726

~~This~~Item communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction8.01 NoOther ~~offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act~~Events.

~~Item~~Immediately 9following the Special Meeting, the Board of Directors of the Company (the “Board”) unanimously established March 31, 2017 as the record date for stockholders entitled to receive the shares of EPR common stock to be issued by EPR to the Company upon, and subject to, the closing of the Sale, along with such amount of cash, if any, that the Board may subsequently determine to distribute along with the shares of EPR common stock (the “Interim Distribution”).01 The Company currently anticipates that the closing of the Sale should occur prior to the end of April 2017 and contemplates that the Interim Distribution will occur approximately two weeks after the closing. ~~Financial~~However, ~~Statements~~no assurance as to when, or if, the closing of the Sale will occur can be given. The consummation of the Sale is subject to the satisfaction or waiver of numerous conditions as set forth in the Sale Agreement and ~~Exhibits~~as described in greater detail in the proxy statement/prospectus mailed to stockholders on or about January 31, 2017 in connection with soliciting votes for the Special Meeting.

~~(d)~~SIGNATURES ~~Exhibits.~~

Exhibit No.		Description
99.1		Correspondence to Financial Advisors dated December 15, 2016

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.

SIGNATURES

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.

Date: March 24, 2016

CNL LIFESTYLE PROPERTIES, INC.

a Maryland Corporation

/s/ Tammy J. Tipton

Tammy J. Tipton

Chief Financial Officer and Treasurer

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