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): April 16, 1998
BRANDYWINE REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-9106 23-2413352
(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)
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Item 5. Other Events.
Public Offering
On April 16, 1998, Brandywine Realty Trust (the "Company") and
Brandywine Operating Partnership, L.P. entered into an Underwriting Agreement
(the "Underwriting Agreement") with Legg Mason Wood Walker, Incorporated (the
"Underwriter") pursuant to which the Company agreed to sell to the Underwriter
an aggregate of 625,000 common shares of beneficial interest, $.01 par value per
share (the "Common Shares"). The Common Shares are to be sold pursuant to the
Underwriting Agreement at a price to the public of $24.00 per share ($22.80
per share after reduction for underwriting discounts and commissions). The
Company has been advised by the Underwriter that the Underwriter intends to sell
the Common Shares to Van Kampen American Capital Distributors, Inc., which
intends to deposit the Common Shares with the trustee of the Van Kampen
American Capital REIT Income and Growth Trust, Series 2 (the "Trust"), a
registered unit investment trust under the Investment Company Act of 1940, as
amended, in exchange for units of the Trust.
The Underwriter is acting as sponsor and depositor of the Trust, and is
therefor considered an affiliate of the Trust. Walter D'Alessio, a member of the
Company's Board of Trustees, is President of Legg Mason Real Estate Services,
Inc., a subsidiary of Legg Mason, Inc., the parent of the Underwriter. In
addition, the Underwriter has engaged, and may in the future engage, in
investment banking activities on behalf of the Company and its affiliates for
which customary compensation will be received.
The net proceeds, less expenses estimated at $75,000, will be
contributed by the Company to the Operating Partnership, which will use such
contribution to repay borrowings under the revolving credit facility of the
Company and the Operating Partnership. 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. and Legg Mason Wood Walker, Incorporated
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Zelenkofske Axelrod & Co., Ltd.
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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: April 17, 1998 By: /s/ GERARD H. SWEENEY
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Gerard H. Sweeney
President and Chief Executive Officer
(Principal Executive Officer)
Date: April 17, 1998 By: /s/ MARK S. KRIPKE
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Mark S. Kripke
Chief Financial Officer and Secretary
(Principal Financial and Accounting
Officer)
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