SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 19, 1996
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 or file number Identification
Organization) Number)
Two Greentree Centre, Suite 100, Marlton, New Jersey 08053
(Address of principal executive offices)
(609) 797-0200
(Registrant's telephone number, including area code)
Page 1 of 3 pages
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Item 1. Changes in Control of Registrant.
On January 25, 1996, the Registrant received a letter dated
January 24, 1996 from Dennis J. O'Leary, a trustee of the Registrant. Attached
to Mr. O'Leary's letter was a copy of Amendment No. 13 to his Schedule 13D,
dated January 23, 1996. In Amendment No. 13, Mr. O'Leary disclosed that on
January 19, 1996, he sold all 421,100 of his common shares of beneficial
interest ("Common Shares") in the Registrant to Richard M. Osborne Trust
("Purchaser"). 421,100 Common Shares constitute approximately 23% of the
Registrant's outstanding Common Shares. Amendment No. 13 indicates that the
purchase price for the Common Shares was $2,126,555, of which $2,105,500 was
paid on January 19, 1996 and of which $21,055 is payable within 3 business days
of Purchaser's receipt of the dividend payable by the Registrant on its Common
Shares on January 30, 1996.
On January 31, 1996, Mr. O'Leary resigned as a trustee of the
Registrant.
On January 29, 1996, the Registrant received a copy of
Purchaser's Schedule 13D disclosing its purchase of Common Shares from Mr.
O'Leary; its purchase of 86,000 Common Shares from Asset Value Fund, Ltd. in a
private transaction; and its purchase of 31,700 Common Shares in two open market
purchases. The 538,800 Common Shares disclosed in Purchaser's Schedule 13D
constitute approximately 29% of the outstanding Common Shares.
Purchaser's Schedule 13D indicates that Richard M. Osborne is
the sole trustee of Purchaser and that Mr. Osborne established Purchaser for
estate planning purposes. Purchaser's Schedule 13D indicates that Purchaser
received funds to purchase the Common Shares through contributions from Mr.
Osborne. Further, Purchaser's Schedule 13D indicates that: (i) the source of Mr.
Osborne's contribution with respect to Common Shares acquired by Purchaser in
open market transactions (i.e., 24,700 Common Shares acquired on January 18,
1996 at an approximate price per share excluding commissions of $3.80 and 7,000
Common Shares acquired on January 19, 1996 at an approximate price per share
excluding brokerage commissions of $4.09) is personal funds; (ii) the source of
Mr. Osborne's contribution with respect to Common Shares acquired by Purchaser
from Mr. O'Leary is a bank loan from First National Bank of Ohio (the "FNB
Loan"); and (iii) the source of Mr. Osborne's contribution with respect to
Common Shares acquired by Purchaser from another shareholder of Registrant
(totalling 86,000 Common Shares acquired on January 25, 1996) is a bank loan
from American National Bank (the "ANB Loan").
The FNB Loan is a revolving line of credit in the principal
amount of $3.0 million and is secured by a first mortgage on certain real
property owned by Mr. Osborne and by certain securities (other than Common
Shares) owned by Mr. Osborne. Interest on the FNB Loan accrues at the rate of
8.75% per annum and is due and payable monthly until June 23, 1996. The FNB Loan
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matures on June 23, 1996, at which date it will become a term loan, payable in
sixty equal installments of principal and interest, which interest will accrue
at (i) a rate based upon the 5-year U.S. Treasury rate plus 300 basis points, or
(ii) the First National Bank of Ohio's prime rate plus 1.0%. The ANB Loan is a
line of credit in the principal amount of $500,000 and is unsecured. The ANB
Loan matures June 24, 1996. Interest on the ANB Loan is payable monthly at the
rate of 10.0% per annum, subject to adjustment quarterly at the discretion of
the bank. The foregoing information regarding the FNB Loan and the ANB Loan is
based on information contained in Purchaser's Schedule 13D.
In its Schedule 13D, Purchaser indicates that it intends to
seek representation on the Board of Trustees of Registrant and discuss with
Registrant's management business strategies of Registrant. In its Schedule 13D,
Purchaser also indicates that it may, upon review of relevant information about
the business and operations of Registrant, propose changes in the business
strategies and structure of Registrant, including, but not limited to, proposing
a merger, consolidation or other business combination involving Registrant and
other real estate investment trusts, including real estate investment trusts in
which affiliates of Purchaser are shareholders. However, Purchaser's Schedule
13D indicates that Purchaser has no present plans or proposals relating to such
a transaction.
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 31, 1996 By: /s/ Gerard H. Sweeney
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Title: President and Chief
Executive Officer
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