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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[Amendment No. ]
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
BRANDYWINE REALTY TRUST
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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*Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_______________________________________________
2) Form Schedule or Registration Statement No.:__________________________
3) Filing Party:_________________________________________________________
4) Date Filed:___________________________________________________________
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** IMPORTANT REMINDER **
ANNUAL MEETING OF BRANDYWINE REALTY TRUST
Dear Shareholder:
Proxy material was recently mailed to you for the Annual Meeting of
Brandywine Realty Trust shareholders to be held on August 22, 1996. According to
our records, your proxy for the meeting has not yet been received.
YOUR VOTE IS IMPORTANT
Regardless of the number of shares you own, your vote is very
important. To insure that your shares are represented at the annual meeting, and
to save your company the expense of additional mailings, we urge you to sign,
date and return the enclosed proxy in the envelope provided.
THE BOARD'S RECOMMENDATION
The Board of Directors of Brandywine Realty Trust recommend that you
vote FOR each of the proposals on the proxy.
If you have any questions, or need assistance in filling out your
proxy, please feel free to call our proxy solicitor, Beacon Hill Partners at
1-800-253-3814.
Thank you for your cooperation and support.
On Behalf of the Board of Directors,
Gerard H. Sweeney
President
IF YOU HAVE ALREADY MAILED YOUR PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
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[FORM OF PROXY CARD]
BRANDYWINE REALTY TRUST
Proxy Solicited On Behalf Of The Board of Trustees
The undersigned, revoking all previous proxies, hereby appoints Joseph
L. Carboni and Gerard H. Sweeney, and each of them acting individually, as the
attorney and proxy of the undersigned, with full power of substitution, to vote,
as indicated below and in their discretion upon such other matters as may
properly come before the meeting, all shares which the undersigned would be
entitled to vote at the Annual Meeting of the Shareholders of the Brandywine
Realty Trust to be held on August 22, 1996, and at any adjournment or
postponement thereof.
1. The approval of the SSI/TNC Transaction:
[ ] For [ ] Against [ ] Abstain
2. The approval and adoption of the amendment to the Declaration of Trust to
increase the number of authorized Common Shares from 15,000,000 to
75,000,000:
[ ] For [ ] Against [ ] Abstain
3. The approval and adoption of the amendment to the Declaration of Trust to
eliminate the restriction in Section 3.3(a) on Share issuances below "book
value":
[ ] For [ ] Against [ ] Abstain
4. The approval and adoption of the amendment to the Declaration of Trust to
confirm the authority of the Trustees to effectuate reverse stock splits:
[ ] For [ ] Against [ ] Abstain
5. The approval and adoption of the amendment to the Declaration of Trust to
eliminate the distribution requirement contained in Section 6.4(b):
[ ] For [ ] Against [ ] Abstain
6. The approval and adoption of the amendment to the Declaration of Trust to
substitute a new provision limiting Share ownership:
[ ] For [ ] Against [ ] Abstain
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7. The approval of restoration of voting rights on the Common Shares
beneficially owned by Richard M. Osborne which do not have voting rights:
[ ] For [ ] Against [ ] Abstain
8. Election of Trustees:
[ ] FOR the nominees listed below [ ] WITHHOLD AUTHORITY to vote for
the nominees listed below
[ ] EXCEPTIONS
Nominees: For a one-year term extending until the 1997 Annual Meeting
and the election and qualification of his successor: Joseph L.
Carboni, Richard M. Osborne and Gerard H. Sweeney
(Instructions: To withhold authority to vote for any nominee, mark the
"Exceptions" box and write that nominee's name in the space provided below.)
Please date and sign your Proxy on the reverse side and return it promptly.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. UNLESS
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE APPROVAL OF THE SSI/TNC
TRANSACTION, "FOR" THE ADOPTION OF EACH OF THE DECLARATION AMENDMENTS, "FOR"
RESTORATION OF VOTING RIGHTS ON THOSE COMMON SHARES BENEFICIALLY OWNED BY
RICHARD M. OSBORNE WHICH DO NOT HAVE VOTING RIGHTS AND "FOR" THE ELECTION OF THE
NOMINEES FOR TRUSTEE LISTED ON THE REVERSE SIDE HEREOF. THIS PROXY ALSO
DELEGATES DISCRETIONARY AUTHORITY WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT.
Date:_____________________________, 1996
__________________________________________________
Signature of Shareholder
__________________________________________________
Signature of Shareholder
NOTE: PLEASE SIGN THIS PROXY EXACTLY AS NAME(S) APPEAR ON
YOUR STOCK CERTIFICATE. WHEN SIGNING AS ATTORNEY-IN-FACT,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE ADD
YOUR TITLE AS SUCH, AND IF SIGNER IS A CORPORATION, PLEASE
SIGN WITH FULL CORPORATE NAME BY A DULY AUTHORIZED OFFICER
OR OFFICERS AND AFFIX THE CORPORATE SEAL. WHERE STOCK IS
ISSUED IN THE NAME OF TWO (2) OR MORE PERSONS, ALL SUCH
PERSONS SHOULD SIGN.
