<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1996
REGISTRATION NO. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
BRANDYWINE REALTY TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND 23-2413352
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
16 Campus Boulevard
Newtown Square, PA 19073
(610) 325-5600
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
EMPLOYEE WARRANT AND OPTION AGREEMENTS
GERARD H. SWEENEY, PRESIDENT AND CHIEF EXECUTIVE OFFICER
BRANDYWINE REALTY TRUST
16 CAMPUS BOULEVARD
NEWTOWN SQUARE, PA 19073
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(610) 325-5600
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of Shares Amount to price offering registration
to be registered be registered per share (1) price (1) fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial 870,000 $5.75 $5,002,500 $1,516
Interest
($.01 par value)
================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) based on the average of the high and low
prices of Common Shares of the Registrant on October 10, 1996, a date
within five business days of the date on which this registration
statement is being filed.
<PAGE> 2
EXPLANATORY NOTE
The Prospectus that is being filed with this Registration Statement
has been prepared in accordance with the requirements of General Instruction C
to Form S-8 and Part I of Form S-3, and may be used for reofferings of Common
Shares acquired by the persons named therein pursuant to the exercise of
options and warrants awarded to them under Employee Warrant and Option
Agreements.
-i-
<PAGE> 3
PROSPECTUS
BRANDYWINE REALTY TRUST
16 Campus Boulevard
Newtown Square, PA 19073
(610) 325-5600
---------------
800,000 Common Shares of Beneficial Interest
($.01 Par Value)
This Prospectus may be used by certain persons (the "Selling
Shareholders") who may be deemed to be affiliates of Brandywine Realty Trust
(the "Trust"), a Maryland real estate investment trust, to sell common shares
of beneficial interest, par value $.01 per share ("Common Shares"), of the
Trust which may be acquired by such persons pursuant to the exercise of all or
any portion of certain options and warrants granted to such persons by the
Trust. It is anticipated that the Selling Shareholders will offer Common
Shares for sale at prevailing prices on the American Stock Exchange on the date
of sale. All proceeds from any sales of such Common Shares will inure to the
benefit of the Selling Shareholders. The Trust will receive none of the
proceeds from the sale of Common Shares which may be offered hereby but may
receive funds upon the exercise of the options and warrants pursuant to which
the Selling Shareholders will acquire the Common Shares covered by this
Prospectus, which funds, if any, will be used for working capital. All
expenses of registration incurred in connection herewith are being borne by the
Trust, but all selling and other expenses incurred by individual Selling
Shareholders will be borne by such Selling Shareholders.
The Selling Shareholders and any broker executing selling
orders on behalf of the Selling Shareholders may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in which event commissions received by such broker may be
deemed to be underwriter commissions under such Act.
The Trust's Common Shares are traded on the American Stock Exchange
under the symbol "BDN." On October 10, 1996, the closing price of the Common
Shares, as reported on the American Stock Exchange, was $5.75 per share.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-ii-
<PAGE> 4
Neither the delivery of this Prospectus, nor any sales made hereunder,
shall under any circumstances create any implication that there has been no
change in the affairs of the Trust since the date hereof. No person has been
authorized to give any information or to make any representations in connection
with this offering other than those contained or incorporated by reference in
this Prospectus, and if given or made, such information or representations must
not be relied upon as having been authorized by the Trust. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy the
shares offered hereby in any jurisdiction in which such offer or solicitation
may be unlawful.
---------------
The date of this Prospectus is October 16, 1996
-iii-
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . 1
THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>
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<PAGE> 6
AVAILABLE INFORMATION
The Trust is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information concerning the Trust may
be inspected and copied at the Public Reference Section of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at 7 World Trade Center, New York, New York 10048
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60601. Copies of
such material can also be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. Such reports, proxy statements and other information regarding the
Trust can also be inspected and copied at the American Stock Exchange, Inc., 86
Trinity Place, New York, New York 10006.
Additional information concerning the Trust and the securities offered
hereby is contained in the registration statement on Form S-8 (the
"Registration Statement"), of which this Prospectus is a part, filed by the
Trust with the Commission under the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits thereto. Statements made in this Prospectus concerning the contents
of the documents included in the Registration Statement and exhibits are not
necessarily complete, and such statements are qualified in their entirety by
reference to the copy of the applicable document filed with the Commission.
Copies of the Registration Statement can be inspected at, or obtained at
prescribed rates from, the Public Reference Section of the Commission at the
address set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Trust with the
Commission, are incorporated by reference into this Registration Statement:
(a) the Trust's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1995 (excluding exhibits);
(b) the Trust's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996;
(c) the Trust's Current Reports on Form 8-K dated January
31, 1996, June 21, 1996, July 19, 1996 and August 22, 1996; and
(d) the description of the Common Shares of the Trust
contained in the Trust's Registration Statement on Form 8-A dated March 24,
1986, as amended by a Form 8 dated June 4, 1986 and further amended by a Form 8
dated July 23, 1986, and including any other amendments or reports filed for
the purpose of updating such description.
<PAGE> 7
In addition, all documents subsequently filed by the Trust pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
The Trust will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any and all of the information that has been incorporated
herein by reference, other than exhibits to such documents that are not
specifically incorporated by reference herein. All requests for such
information should be addressed to Francine M. Haulenbeek, Secretary,
Brandywine Realty Trust, 16 Campus Boulevard, Newtown Square, PA 19073;
telephone (610) 325-5600.
THE TRUST
The Trust was formed as a Maryland real estate investment trust in
1986. The Trust owns or holds an interest in 24 properties, consisting of
suburban office and industrial buildings in three states. The Trust's
principal executive offices are located at 16 Campus Boulevard, Newtown Square,
PA 19073, and its telephone number at the location is (610) 325-5600.
USE OF PROCEEDS
The Trust will not realize any of the proceeds from the sale of the
Common Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The Selling Shareholders who are offering Common Shares pursuant to
this Prospectus obtained such shares through the exercise of options and
warrants granted by the Trust.
The following table sets forth the name of each Selling Shareholder,
certain information regarding the relationship between the Selling Shareholder
and the Trust, the number of Common Shares known by the Trust to be
beneficially owned by each Selling Shareholder as of October 16, 1996, the
number of Common Shares which may be offered by each Selling Shareholder
pursuant to this Prospectus, and the number of Common Shares and percentage of
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<PAGE> 8
the outstanding Common Shares to be owned by each Selling Shareholder after the
completion of this offering. The information is based upon data supplied to
the Trust by the Selling Shareholders. The information in the table will be
deemed automatically adjusted to give effect to any stock split, reverse stock
split, stock dividend or similar adjustment of the outstanding Common Shares
effected by the Trust after the date hereof.
<TABLE>
<CAPTION>
=================================================================================================================================
Number of Common Number of
Shares Common Shares Percentage
Beneficially Beneficially of Common
Owned Number of Owned Shares
Selling Relationship Prior to Common Shares After the Owned After
Shareholders to the Trust Offering Offered Offering the Offering
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Anthony A. Nichols, Sr. Chairman of the Board 120,000(1) 120,000 0 0%
- --------------------------------------------------------------------------------------------------------------------------------
Gerard H. Sweeney President and Chief 440,000(2) 440,000 0 0%
Executive Officer
- --------------------------------------------------------------------------------------------------------------------------------
Brian F. Belcher Executive Vice 120,000(3) 120,000 0 0%
President - Marketing
and Development
- --------------------------------------------------------------------------------------------------------------------------------
John P. Gallagher Executive Vice 120,000(4) 120,000 0 0%
President - Finance
</TABLE>
(1) Consists of Common Shares issuable upon the exercise of warrants.
(2) Consists of Common Shares issuable upon the exercise of options and
warrants.
(3) Consists of Common Shares issuable upon the exercise of warrants.
(4) Consists of Common Shares issuable upon the exercise of warrants.
PLAN OF DISTRIBUTION
Any Common Shares sold pursuant to this Prospectus will be sold by a
Selling Shareholder for his own account and he will receive all proceeds from
any such sales. The Trust will receive none of the proceeds from the sales of
shares which may be offered hereby. The Selling Shareholders have advised the
Trust that they propose to offer, from time to time, all or part of the Common
Shares in transactions on the American Stock Exchange at the market price then
prevailing, although sales may also be made in negotiated transactions or
otherwise, at such prices and on such terms as may be obtainable and
satisfactory to the Selling Shareholders. If Common Shares are sold through
brokers, the Selling Shareholders may pay customary brokerage commissions and
charges. The Selling Shareholders may effect such transactions by selling
Common Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of Common Shares for whom such
broker-dealers may act as agent or to whom they
-3-
<PAGE> 9
may sell as principal or both. The Selling Shareholders and any broker-dealers
that act in connection with the sale of the Common Shares offered hereby might
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of shares as principal might be deemed to be underwriting discounts and
commissions under such Securities Act. Common Shares covered by this
Prospectus also may be sold pursuant to Rule 144 under the Securities Act
rather than pursuant to this Prospectus.
EXPERTS
The financial statements and schedule of the Trust as of December 31,
1995 incorporated by reference in this Prospectus and elsewhere in the
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
giving said reports.
INDEMNIFICATION
Title 8 of the Corporations and Associations Article of the Annotated
Code of Maryland permits a Maryland real estate investment trust to include in
its Declaration of Trust a provision limiting the liability of its trustees and
officers to the trust and its shareholders for money damages except for
liability resulting from (a) actual receipt of an improper benefit or profit in
money, property or services or (b) active and deliberate dishonesty established
by a final judgment as being material to the cause of action. The Declaration
of Trust of the Company contains such a provision which eliminates such
liability to the maximum extent permitted by the Maryland law.
The Trust's Bylaws require it to indemnify (a) any present or former
trustee or officer who has been successful, on the merits or otherwise, in the
defense of a proceeding to which he was made a party by reason of such status,
against reasonable expenses incurred by him in connection with the proceeding
and (b) any present or former trustee or officer against any claim or liability
to which he may become subject by reason of his status as such unless it is
established that (i) his act or omission was committed in bad faith or was the
result of active and deliberate dishonesty, (ii) he actually received an
improper personal benefit in money, property or services or (iii) in the case
of a criminal proceeding, he had reasonable cause to believe that his act or
omission was unlawful. In addition, the Trust's Bylaws require it to pay or
reimburse, in advance of final disposition of a proceeding, reasonable expenses
incurred by a present or former trustee or officer made a party to a proceeding
by reason of his status as a trustee or officer provided that the Trust shall
have received (i) a written affirmation by the trustee or officer of his good
faith belief that he has met the standard of conduct necessary for
indemnification by the Trust as authorized by the Bylaws and (ii) a written
undertaking by or on his behalf to repay the amount paid or reimbursed by the
Trust if it shall ultimately be determined that the standard of conduct was not
met. The Trust's Bylaws also (i) permit the Trust to provide indemnification
and advance of expenses to a present or former trustee or officer
-4-
<PAGE> 10
who served a predecessor of the Trust in such capacity, and to any employee or
agent of the Trust or a predecessor of the Trust, (ii) provide that any
indemnification or payment or reimbursement of the expenses permitted by Bylaws
shall be furnished in accordance with the procedures provided for
indemnification and payment or reimbursement of expenses under Section 2-418 of
the Maryland General Corporation Law ("MGCL") for directors of Maryland
corporations and (iii) permit the Trust to provide such other and further
indemnification or payment or reimbursement of expenses as may be permitted by
the MGCL for directors of Maryland corporations.
The Partnership Agreement of Brandywine Operating Partnership,
L.P. (the "Operating Partnership"), of which the Trust is the general partner,
also provides for indemnification by the Operating Partnership of the Trust and
its trustees and officers for any costs, expenses or liabilities incurred by
them by reason of any act performed by them for or on behalf of the Operating
Partnership of the Trust; provided that such person's conduct was taken in good
faith and in the belief that such conduct was in the best interests of the
Operating Partnership and that such person was not guilty of fraud, willful
misconduct or gross negligence.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trustees and officers of the Trust pursuant
to the foregoing provisions or otherwise, the Trust has been advised that,
although the validity and scope of the governing statute has not been tested in
court, the opinion of the Commission, such indemnification is against public
policy as expressed in Securities Act and is, therefore, unenforceable. In
addition, indemnification may be limited by state securities laws.
The Trust has obtained officers and directors insurance coverage for
losses arising from claims based on breaches of duty, negligence, error and
other wrongful acts.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Trust pursuant to the foregoing provisions, the Trust has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
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<PAGE> 11
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Brandywine Realty
Trust ("registrant" or the "Trust") with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference into this Registration
Statement:
(a) the Trust's Annual Report on Form 10-K/A for fiscal
year ended December 31, 1995 (excluding exhibits);
(b) the Trust's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996;
(c) the Trust's Current Reports on Form 8-K dated January
31, 1996, June 21, 1996, July 19, 1996 and August 22, 1996; and
(d) the description of the Common Shares of the Trust
contained in the Trust's Registration Statement on Form 8-A dated March 24,
1986, and amended by a Form 8 dated June 4, 1986 and further amended by a Form
8 dated July 23, 1986, and including any other amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Trust pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered pursuant
to this Registration Statement have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Shares, which are the class of securities offered pursuant
to this Registration Statement, are registered under the Exchange Act.
II-1
<PAGE> 12
ITEM 5. EXPERTS.
The audited financial statements of the Trust incorporated by
reference in this registration statement and the prospectus to the extent and
for the periods indicated in their reports have been audited by Arthur Andersen
LLP, independent public accountants, and are included herein in reliance upon
the authority of said firm as experts in giving said reports.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Title 8 of the Corporations and Associations Article of the Annotated
Code of Maryland permits a Maryland real estate investment trust to include in
its Declaration of Trust a provision limiting the liability of its trustees and
officers to the trust and its shareholders for money damages except for
liability resulting from (a) actual receipt of an improper benefit or profit in
money, property or services or (b) active and deliberate dishonesty established
by a final judgment as being material to the cause of action. The Declaration
of Trust of the Company contains such a provision which eliminates such
liability to the maximum extent permitted by the Maryland law.
The Trust's Bylaws require it to indemnify (a) any present or former
trustee or officer who has been successful, on the merits or otherwise, in the
defense of a proceeding to which he was made a party by reason of such status,
against reasonable expenses incurred by him in connection with the proceeding
and (b) any present or former trustee or officer against any claim or liability
to which he may become subject by reason of his status as such unless it is
established that (i) his act or omission was committed in bad faith or was the
result of active and deliberate dishonesty, (ii) he actually received an
improper personal benefit in money, property or services or (iii) in the case
of a criminal proceeding, he had reasonable cause to believe that his act or
omission was unlawful. In addition, the Trust's Bylaws require it to pay or
reimburse, in advance of final disposition of a proceeding, reasonable expenses
incurred by a present or former trustee or officer made a party to a proceeding
by reason of his status as a trustee or officer provided that the Trust shall
have received (i) a written affirmation by the trustee or officer of his good
faith belief that he has met the standard of conduct necessary for
indemnification by the company as authorized by the Bylaws and (ii) a written
undertaking by or on his behalf to repay the amount paid or reimbursed by the
Trust if it shall ultimately be determined that the standard of conduct was not
met. The Trust's Bylaws also (i) permit the Trust to provide indemnification
and advance of expenses to a present or former trustee of officer who served a
predecessor of the Trust in such capacity, and to any employee or agent of the
Trust or a predecessor of the Trust, (ii) provide that any indemnification or
payment or reimbursement of the expenses permitted by Bylaws shall be furnished
in accordance with the procedures provided for indemnification and payment or
reimbursement of expenses under Section 2-418 of the Maryland General
Corporation Law ("MGCL") for directors of Maryland corporations and (iii)
permit the Trust to provide such other and further indemnification or payment
or reimbursement of expenses as may be permitted by the MGCL for directors of
Maryland corporations.
II-2
<PAGE> 13
The Partnership Agreement of Brandywine Operating Partnership, L.P.,
the Delaware limited partnership of which the Trust is the general partner (the
"Operating Partnership") also provides for indemnification by the Operating
Partnership of the Trust and its trustees and officers for any costs, expenses
or liabilities incurred by them by reason of any act performed by them for or
on behalf of the Operating Partnership of the Trust; provided that such
person's conduct was taken in good faith and in the belief that such conduct
was in the best interests of the Operating Partnership and that such person was
not guilty of fraud, willful misconduct or gross negligence.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act") may be permitted to
trustees and officers of the Trust pursuant to the foregoing provisions or
otherwise, the Trust has been advised that, although the validity and scope of
the governing statute has not been tested in court, the opinion of the
Commission, such indemnification is against public policy as expressed in
Securities Act and is, therefore, unenforceable. In addition, indemnification
may be limited by state securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Restricted securities to be reoffered or resold pursuant to this
Registration Statement will be sold pursuant to a prospectus included in this
Registration Statement or pursuant to Section 4(1) of the Securities Act or
Rule 144 promulgated thereunder, and were originally issued by the Trust
pursuant to an exemption under Section 4(2) of the Securities Act.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5 Opinion of Pepper, Hamilton & Scheetz
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Pepper, Hamilton & Scheetz (Included in Exhibit 5)
24 Power of Attorney (See Signature Page in Part II)
</TABLE>
ITEM 9. UNDERTAKINGS
a. The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales
are being made pursuant to this Registration Statement, a post-effective
amendment to this Registration Statement:
II-3
<PAGE> 14
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
b. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
c. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
II-4
<PAGE> 15
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-5
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Trust
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Philadelphia, Pennsylvania, on October 16, 1996.
BRANDYWINE REALTY TRUST
By: /s/ Gerard H. Sweeney
---------------------------------
Gerard H. Sweeney, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Anthony A. Nichols, Sr. and Gerard H.
Sweeney, and each or any of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their, his or her
substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: October 16, 1996 /s/ Gerard H. Sweeney
-----------------------------------
Gerard H. Sweeney, President,
Chief Executive Officer and Trustee
II-6
<PAGE> 17
Date: October 16, 1996 /s/ John P. Gallagher
------------------------------------
John P. Gallagher, Executive Vice
President-Finance (principal financial
officer and principal accounting
officer)
Date: October 16, 1996 /s/ Anthony A. Nichols, Sr.
----------------------------------
Anthony A. Nichols, Sr., Trustee
Date: October 16, 1996 /s/ Joseph Carboni
----------------------------------
Joseph Carboni, Trustee
Date: October 16, 1996 /s/ Richard M. Osborne
----------------------------------
Richard M. Osborne, Trustee
Date: October 16, 1996 /s/ Warren V. Musser
----------------------------------
Warren V. Musser, Trustee
Date: October 16, 1996 /s/ Walter D'Alessio
----------------------------------
Walter D'Alessio, Trustee
Date: October 16, 1996 /s/ Charles P. Pizzi
----------------------------------
Charles P. Pizzi, Trustee
II-7
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential Exhibit No. Description of Exhibit Page Number
---------------------- ---------------------- -----------
<S> <C>
5 Opinion of Pepper, Hamilton & Scheetz
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Pepper, Hamilton & Scheetz
(Included in Exhibit 5)
24 Power of Attorney
(See Signature Page in Part II)
</TABLE>
<PAGE> 1
Exhibit 5
October 16, 1996
Brandywine Realty Trust
16 Campus Boulevard
Newtown Square, PA 19073
Re: Employee Warrant and Option Agreements
Ladies and Gentlemen:
You have requested our opinion, as counsel for Brandywine
Realty Trust, a Maryland real estate investment trust (the "Trust"), in
connection with its Registration Statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act") which
registers the offer and sale of 870,000 common shares of beneficial interest,
par value $.01 per share (the "Shares") of the Trust, issuable upon the
exercise of certain warrants and options (the "Warrants and Options").
We have examined such records and documents and have made such
examination of law as we have deemed relevant in connection with this opinion.
Based upon such examination, it is our opinion that when there has been
compliance with the Act and applicable state securities laws, the Shares, when
issued, delivered and paid for upon exercise of the Warrants and Options
pursuant to the their terms will be validly issued, fully paid and
nonassessable.
We are not admitted to the practice of law in the State of
Maryland and are not experts in Maryland law. Although we are not admitted to
the practice of law in the State of Maryland and are not experts in Maryland
law, in connection with the rendering of this opinion,
<PAGE> 2
we have reviewed the Maryland General Corporation Law, as reproduced in the
"Corporation Statutes" compiled by Prentice Hall Law & Business and Title 8
(Real Estate Investment Trusts) of the Maryland Corporations and Associations
Code. To the extent that our opinion is based on matters of Maryland law, it
is limited solely to the foregoing review. We do not purport to express any
opinion herein with respect to the laws of any other state or jurisdiction.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm under the
caption "Exhibits" in the Registration Statement. In doing so, we do not admit
that we are in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
PEPPER, HAMILTON & SCHEETZ
By:/s/ Michael Friedman
--------------------------
Michael Friedman
A Partner
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8, of our
report dated March 15, 1996, included in Brandywine Realty Trust's Form 10-K
for the year ended December 31, 1995, and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, PA
October 14, 1996
