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): May 2, 2005
BRANDYWINE OPERATING PARTNERSHIP, L.P.
(Exact name of issuer as specified in charter)
Delaware
(State or Other Jurisdiction
of Incorporation or
Organization) | | 000-24407
(Commission
file
number) | | 23-2862640
(I.R.S. Employer
Identification
Number) |
401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania 19462
(Address of principal executive offices)
(610) 325-5600
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
 | 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)) |
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Item 1.01 Entry into a Material Definitive Agreement
At the 2005 Annual Meeting of Shareholders of Brandywine Realty Trust, our sole general partner (the “Company”), on May 2, 2005 each non-employee Trustee of the Company received his annual trustee fee of $35,000, payable in cash or common shares at the election of the non-employee Trustee and his $25,000 annual restricted share award (890 shares), the form of which is attached as Exhibit 10.1.
Item 8.01 Other Events
We, the Company, certain of our wholly-owned subsidiaries and The Bank of New York, as Trustee, entered into a First Supplemental Indenture dated as of May 25, 2005.
This First Supplemental Indenture supplements the Indenture dated as of October 22, 2004 by and among us, the Company, certain of our wholly-owned subsidiaries and The Bank of New York, as Trustee, to add additional subsidiaries of ours as guarantors of debt securities issued under the Indenture.
Item 9.01 Financial Statements and Exhibits
| | |
| 4.1 | First Supplemental Indenture dated as of May 25, 2005 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain wholly-owned subsidiaries of Brandywine Operating Partnership, L.P. named therein and The Bank of New York, as Trustee. |
| | |
| 10.1 | Form of Restricted Share Award. |
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Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | BRANDYWINE OPERATING PARTNERSHIP, L.P. |
| | | |
| | By: | Brandywine Realty Trust, our sole general partner |
| | | |
| | | |
| Date: May 25, 2005 | By: | /s/ Gerard H. Sweeney |
| | |
|
| | | Gerard H. Sweeney |
| | | President and Chief Executive Officer |
| |
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EXHIBIT INDEX
| Exhibit | |
| No. | Description |
| | |
| 4.1 | First Supplemental Indenture dated as of May 25, 2005 by and among Brandywine Operating Partnership, L.P., Brandywine Realty Trust, certain wholly-owned subsidiaries of Brandywine Operating Partnership, L.P. named therein and The Bank of New York, as Trustee. |
| | |
| 10.1 | Form of Restricted Share Award. |
