SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 29, 1998
BRANDYWINE REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-9106 23-2413352
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
16 Campus Boulevard, Newtown Square, Pennsylvania 19073
(Address of principal executive offices)
(610) 325-5600
(Registrant's telephone number, including area code)
Item 5. Other Events.
Public Offering
On January 29, 1998, Brandywine Realty Trust (the "Company") and
Brandywine Operating Partnership, L.P. (the "Operating Partnership") entered
into an Underwriting Agreement (the "Underwriting Agreement") with Smith Barney
Inc., Donaldson, Lufkin & Jenrette Securities Corporation, Legg Mason Wood
Walker, Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and
NationsBanc Montgomery Securities LLC (collectively, the "Underwriters")
pursuant to which the Company agreed to sell to the Underwriters an aggregate of
10,000,000 common shares of beneficial interest, $.01 par value per share (the
"Common Shares"). In addition, the Company granted the Underwriters an option to
purchase up to an additional 1,500,000 Common shares solely to cover
over-allotments, if any. The Common Shares are to be sold pursuant to the
Underwriting Agreement at a price to the public of $24.00 per share (22.77 after
reduction for underwriting discounts and commissions).
The net proceeds, less expenses estimated at $400,000, will be
contributed by the Company to the Operating Partnership, which will use such
contribution to repay borrowings under the Company's revolving Credit Facility.
Closing of the offering of Common Shares pursuant to the Underwriting Agreement
is subject to customary closing conditions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1.1 Underwriting Agreement among the Company, Brandywine Operating
Partnership, L.P., Smith Barney Inc., Donaldson, Lufkin & Jenrette
Securities Corporation, Legg Mason Wood Walker, Incorporated, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and NationsBanc Montgomery
Securities LLC.
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.
BRANDYWINE REALTY TRUST
Date: January 29, 1998 By: /s/ GERARD H. SWEENEY
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Gerard H. Sweeney
President and Chief Executive Officer
(Principal Executive Officer)
Date: January 29, 1998 By: /s/ MARK S. KRIPKE
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Mark S. Kripke
Chief Financial Officer and Secretary
(Principal Financial and Accounting
Officer)