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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. 5)*
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)
December 2, 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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<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
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 179,600
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 179,600
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,600
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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)
2.8%**
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14 TYPE OF REPORTING PERSON*
00
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**Includes warrants to purchase 80,439 Shares held 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*
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
Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES 260,878**
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 260,878**
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,878**
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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)
4.1%**
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14 TYPE OF REPORTING PERSON*
00
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**Includes warrants to purchase 80,439 Shares held by Turkey Vulture Fund XIII,
Ltd.
</TABLE>
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CUSIP No. 105368-10-4
Pursuant to Rule 13d-1(f)(1), this Amendment No. 5 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 Fund's acquisition of 100,000 shares of
beneficial interest, $0.01 par value per share ("Shares"), of Brandywine
Realty Trust, a Maryland real estate investment trust ("Brandywine").
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented as follows:
The Shares reported herein as having been acquired by the Fund were
acquired with Fund working capital for an aggregate purchase price of
$1,650,000.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented as follows:
(a) According to information provided by Brandywine to the Fund, there
would be 6,383,398 Shares outstanding, if all the warrants to purchase Shares
held by the Fund were exercised (the "Outstanding Shares").
The Fund beneficially owns 260,878 Shares, which is the sum of the 180,439
Shares beneficially owned by the Fund and the warrants to purchase 80,439
Shares issued by Brandywine to the Fund. The 260,878 Shares beneficially owned
by the Fund represent approximately 4.1% of the Outstanding Shares and the
179,600 Shares beneficially owned by the Trust represent approximately 2.8% 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 Trust for a total of 440,478 Shares, or
approximately 6.9% of the Outstanding Shares.
(b) Mr. Osborne, as sole manager of the Fund and sole trustee of the
Trust, 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 and
Trust.
(c) The 100,000 Shares reported herein as having been acquired by
the Fund were acquired for $16.50 per share on December 2, 1996, in
Brandywine's offering of Shares to the public as set forth in Brandywine's
Prospectus, dated November 25, 1996.
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CUSIP No. 105368-10-4
Item 7. Material to be Filed as Exhibits.
Exhibit 7.12 -- 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: December 9, 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 7.12 -- Agreement of Joint Filing
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EXHIBIT 7.12
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: December 9, 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
