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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 3)*
Brandywine Realty Trust REIT
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(Name of Issuer)
Shares of Beneficial Interest
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(Title of Class of Securities)
105368-10-4
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L.,
1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 23, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 105368-10-4
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard M. Osborne Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES 538,800
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 538,800
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0%**
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14 TYPE OF REPORTING PERSON*
00
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**Includes 42,405 Shares and Warrants to purchase 102,354 Shares acquired by
Turkey Vulture Fund XIII, Ltd.
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<TABLE>
SCHEDULE 13D
CUSIP NO. 105368-10-4
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Turkey Vulture Fund XIII, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES 204,708**
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 204,708**
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,708**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%**
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14 TYPE OF REPORTING PERSON*
00
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**Includes 42,405 Shares and Warrants to purchase 102,354 Shares acquired by
Turkey Vulture Fund XIII, Ltd.
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CUSIP No. 105368-10-4
Pursuant to Rule 13d-1(f)(1), this Amendment No. 3 to Schedule 13D
Statement is filed jointly on behalf of the Richard M. Osborne Trust (the
"Trust") and the Turkey Vulture Fund XIII, Ltd., an Ohio limited liability
company (the "Fund"), to report the acquisition of shares of beneficial
interest, $0.01 par value per share ("Shares"), of Brandywine Realty Trust, a
Maryland real estate investment trust ("Brandywine"), and warrants to acquire
Shares ("Warrants").
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented as follows:
The Shares and Warrants reported herein as having been acquired by the
Fund were acquired for a reduction of the principal balance due under the loan
owing to the Fund in the amount of $238,740. The terms of such loan are set
forth in the Promissory Note attached as Exhibit 7.6 to Amendment No. 2 to the
Schedule 13D statement, filed on June 24, 1996, which is hereby incorporated by
reference.
Item 5. Interest in Securities of the Issuer.
(a) According to the most recently available filing with the Securities
and Exchange Commission by Brandywine, information obtained from Brandywine,
and including the Shares issued to the Fund on August 23, 1996, there would be
2,835,908 Shares outstanding if the Warrants held by the Fund were exercised
(the "Outstanding Shares").
The Fund beneficially owns 204,708 Shares, which is the sum of the 102,354
Shares and the Warrants to purchase 102,354 Shares issued by Brandywine to the
Fund. The 204,708 Shares beneficially owned by the Fund represent
approximately 7.2% of the sum of the Outstanding Shares. As sole manager of
the Fund and as sole trustee of the Trust, Mr. Osborne may be deemed to
beneficially own the Shares beneficially owned by the Fund and the 538,800
Shares previously reported as being owned by the Trust for a total of 743,508
Shares, or approximately 26.2% of the sum of the Outstanding Shares.
(b) Mr. Osborne, as sole manager of the Fund, has sole power to vote, or
to direct the voting of, and the sole power to dispose or to direct the
disposition of, the Shares owned by the Fund.
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CUSIP No. 105368-10-4
(c) The Shares and Warrants reported herein as having been acquired by
the Fund were acquired on August 23, 1996 from Brandywine, for a reduction of
the principal balance due under the loan owing to the Fund in the amount of
$238,740.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.10 -- Agreement of Joint Filing
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CUSIP No. 105368-10-4
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 11, 1996 THE RICHARD M. OSBORNE TRUST
By: /s/ Richard M. Osborne
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Richard M. Osborne, Trustee
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Manager
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Exhibit Index
Exhibit 7.10 -- Agreement of Joint Filing
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EXHIBIT 7.10
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission, the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and all of which together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: September 11, 1996 TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne
Manager
THE RICHARD M. OSBORNE TRUST
By: /s/ Richard M. Osborne
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Richard M. Osborne
Trustee
