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 18, 1997
BRANDYWINE REALTY TRUST
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(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 December 18, 1997, 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 751,269 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
$24.625 per share ($23.5169 per share after reduction for underwriting
discounts and commissions). The Underwriter intends to deposit the Common
Shares with the trustee of Legg Mason REIT Trust December 1997 Series (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 make additional acquisitions of office or industrial
properties and for working capital purposes. Closing of the offering of
Common Shares pursuant to the Underwriting Agreement is subject to customary
closing conditions.
Property Acquisition
As previously reported in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 17, 1997, the Company acquired
an office property in Valley Forge, PA (the "PECO Building") from PECO Energy
for a purchase price of $9.5 million. Mr. D'Alessio, a member of the
Company's Board of Trustees, is a director of PECO Energy. A committee of the
Board of Trustees, of which Mr. D'Alessio is not a participant, made the
decision to purchase the PECO Building and negotiated the terms of the
transaction.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
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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: December 18, 1997 By: /s/ Gerard H. Sweeney
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Gerard H. Sweeney
President and Chief
Executive Officer
(Principal Executive Officer)
Date: December 18, 1997 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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