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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BRANDYWINE REALTY TRUST
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(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST, $.01 PAR VALUE
----------------------------------------------------
(Title of Class of Securities)
105368104
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(CUSIP Number)
WOLF, BLOCK, SCHORR AND SOLIS-COHEN
Twelfth Floor Packard Building
Philadelphia, PA 19102
Attention: Jason M. Shargel, Esquire
(215) 977-2216
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 2, 1996
------------------------------------------
(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 / /.
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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).
Page 1 of 6 Pages
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SCHEDULE 13D
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CUSIP NO. 105368104 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RAI REAL ESTATE ADVISERS, INC., as voting trustee
of a voting trust dated November 6, 1996
I.R.S. ID NO. 23-2619408
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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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
Pennsylvania
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7 SOLE VOTING POWER
NUMBER OF
SHARES --
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 951,021
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH --
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10 SHARED DISPOSITIVE POWER
951,021
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
951,021
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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)
14.5%
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14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
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CUSIP NO. 105368104 Page 3 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COMMONWEALTH OF PENNSYLVANIA STATE
EMPLOYES' RETIREMENT SYSTEM
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
Pennsylvania
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7 SOLE VOTING POWER
NUMBER OF
SHARES --
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,001,521
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
--
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,001,521
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,001,521
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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)
15.2%
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14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D/A
This statement relates to the common shares of beneficial interest, par
value $.01 per share (the "Common Shares") of the Brandywine Realty Trust
("BRT"). This statement constitutes Amendment No. 1 to the Schedule 13D (the
"Schedule 13D") dated November 22, 1996 filed by each of (i) RAI Real Estate
Advisers, Inc. ("RAI"), as voting trustee of a voting trust executed by the
Commonwealth of Pennsylvania State Employes' Retirement System ("SERS") as
shareholder and RAI as voting trustee dated as of November 6, 1996 (the "Voting
Trust"); and (ii) SERS.
All references in this statement to share amounts give effect to BRT's
one-for-three share split on December 2, 1996.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated to read as
follows:
Pursuant to a Contribution Agreement dated November 6, 1996, by and
among, inter alia, BRT and RAI, as voting trustee of the Voting Trust (the
"Contribution Agreement") in consideration for (i) the transfer to BRT of three
properties owned by subsidiaries of SERS and (ii) the deposit by SERS of $1.4
million into an escrow account to be used for tenant improvements, leasing
commissions and capital expenditures for the three transferred properties, BRT
issued to the Voting Trust (x) 481,818 Series A Convertible Preferred Shares,
par value $.01 per share (the "Preferred Shares") and (y) an immediately
exercisable two-year warrant (the "Warrant") to purchase 133,333 Common Shares
at $25.50 per share. Pursuant to the amendment to BRT's Declaration of Trust
which authorized the Preferred Shares, each Preferred Share is convertible into
three and one-third Common Shares, subject to certain conversion limitations
and adjustments under certain circumstances. BRT also agreed to make deferred
payments aggregating $3.8 million which, at the option of BRT, may be in cash
or in Common Shares.
In addition to the Contribution Agreement, pursuant to a Securities
Purchase Agreement (the "Securities Purchase Agreement") dated November 6, 1996
between BRT and RAI, as voting trustee of the Voting Trust, on December 2, 1996
RAI, as voting trustee, purchased 636,363 Common Shares for $10.5 million.
SERS, through investment advisors, also purchased an aggregate of
50,500 Common Shares for an aggregate of $843,750 in open market transactions.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated to read as
follows:
RAI may be deemed to be the beneficial owner of an aggregate of
951,021 Common Shares and SERS may be deemed to be the beneficial owner of an
aggregate of 1,001,521 Common Shares. Based upon the 911,185 Common Shares
outstanding as of October 31, 1996 as reported in BRT's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996, and treating as
outstanding (i) the 4,000,000 Common Shares issued by BRT in an underwritten
public offering on December 2, 1996, (ii) the 181,326 Common Shares issuable
upon conversion of a portion of the Preferred Shares (based upon the
limitations described in the paragraph below), and (iii) the 133,333 Common
Shares issuable upon exercise of the Warrant, RAI may be deemed to be the
beneficial owner of 14.5% of the Common Shares and SERS may be deemed to be the
beneficial owner of 15.2% of the Common Shares.
Each Preferred Share is convertible into three and one-third Common
Shares, subject to certain adjustments. However, the Preferred Shares may only
be converted into Common Shares to the extent that the amount of Common Shares
issuable upon conversion when added to the Common Shares issued to RAI, as
voting trustee of the Voting Trust, pursuant to certain prior transactions, do
not exceed 19.9% of BRT's outstanding Common Shares as of October 31, 1996.
The balance of the Preferred Shares may be converted (and upon notice from BRT
must be converted) upon approval (the "Shareholder Approval") of the holders of
BRT's Common Shares of unlimited conversion of Preferred Shares.
The Preferred Shares generally vote together with the Common Shares on
an as-converted basis and are generally entitled to an amount of dividends
equal to the dividends that would be payable with respect to the Common Shares
issuable upon conversion thereof (the "Conversion Shares"). If, however,
Shareholder Approval has not been received by June 30, 1997, the amount of
dividends payable to the holders of Preferred Shares that are paid on or after
July 1, 1997 and prior to the Shareholder Approval shall be an amount equal to
120% of the dividends or distributions that would be payable with respect to
the Conversion Shares.
At any time after July 1, 1998, if the Shareholder approval has not
been obtained, the holder of Preferred Shares may require BRT to redeem or any
portion of the Preferred Shares at a price per share equal to the greater of
(i) the product of $16.50 (plus 8% interest on such amount) less the amount of
distributions multiplied by the number of Common Shares issuable upon
conversion of each Preferred Share or (ii) the product of the current market
price of a Preferred Share multiplied by the number of Common Shares issuable
upon conversion of each Preferred Share.
No executive officer, director or controlling person of RAI or SERS
beneficially owns any Common Shares.
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct. In executing this Amendment No. 1 to Schedule 13D,
the undersigned agree, to the extent required by Rule 13d-1(f), that this
statement is being filed on behalf of each of the reporting persons herein.
Dated: December 6, 1996
RAI REAL ESTATE ADVISERS, INC., as voting
trustee of a Voting Trust dated November 6, 1996.
By: /s/ Richard K. Layman
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Richard K. Layman, President
COMMONWEALTH OF PENNSYLVANIA
STATE EMPLOYES' RETIREMENT SYSTEM
By: /s/ John Brosius
---------------------------------------------
Name: John Brosius
Title: Executive Director
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