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. 2)*
BRANDYWINE REALTY TRUST
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(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST, $0.01 PAR VALUE
-----------------------------------------------------
(Title of Class of Securities)
105368 10 4
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(CUSIP Number)
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
Twelfth Floor Packard Building
111 S. 15th Street
Philadelphia, PA 19102
Attention: Jason M. Shargel, Esquire
(215) 977-2216
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 16, 1997
------------------------------------------
(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 / /.
<PAGE>
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
<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 105368 10 4 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*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
- -----------------------------------------------------------------
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 1,975,755
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH --
- --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,975,755
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,975,755
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 105368 10 4 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
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES --
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,026,255
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH --
- --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,026,255
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,026,255<PAGE>
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
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14 TYPE OF REPORTING PERSON*
OO
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<PAGE>
SCHEDULE 13D/A
This statement relates to the common shares of beneficial
interest, par value $0.01 per share (the "Common Shares") of the
Brandywine Realty Trust ("BRT"). This statement constitutes
Amendment No. 2 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 $0.01 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 Preferred Shares and the Warrant obtained
pursuant to the Contribution Agreement, RAI, as voting trustee,
purchased, on December 2, 1996, 636,363 Common Shares for $10.5
million 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.
SERS, through investment advisors, also purchased an
aggregate of 50,500 Common Shares for an aggregate of $843,750 in
open market transactions.
Page 4 of 6 Pages<PAGE>
<PAGE>
On March 19, 1997, RAI, as voting trustee of the Voting
Trust, converted 54,397 of the Preferred Shares, receiving in
therefore 181,323 Common Shares and a cash payment of $6.96 in
lieu of one-third of a Common Share.
On June 16, 1997, RAI, as voting trustee of the Voting
Trust, converted the remaining 427,421 Preferred Shares,
receiving in therefore 1,424,736 Common Shares and a cash payment
of $13.59 in lieu of two-thirds of a Common Share.
On September 16, RAI, as voting trustee of the Voting
Trust, sold 400,000 Common Shares in an open-market transaction,
at $22.25 per share, for an aggregate consideration of $8.9
million.
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 1,975,755 Common Shares and SERS may be deemed to
be the beneficial owner of an aggregate of 2,026,255 Common
Shares. Based upon the 23,336,046 Common Shares outstanding as
of September 11, 1997 as reported in BRT's Prospectus Supplement
(File No. 333-20991), dated September 11, 1997, filed with the
Securities and Exchange Commission pursuant to Rule 424(b)(2)
under the Securities Act of 1933, as amended, and treating as
outstanding the 133,333 Common Shares issuable upon exercise of
the Warrant, RAI may be deemed to be the beneficial owner of 8.5%
of the Common Shares and SERS may be deemed to be the beneficial
owner of 8.7% of the Common Shares.
No executive officer, director or controlling person of RAI
or SERS beneficially owns any Common Shares.
Page 5 of 6 Pages<PAGE>
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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. 2 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: October 31, 1997
RAI REAL ESTATE ADVISERS, INC., as voting
trustee of a Voting Trust dated November 6, 1996.
By: /s/ RICHARD K. LAYMAN
---------------------------------------------
Richard K. Layman, President
COMMONWEALTH OF PENNSYLVANIA
STATE EMPLOYES' RETIREMENT SYSTEM
By: /s/ JOHN BROSIUS
---------------------------------------------
John Brosius, Executive Director
Page 6 of 6 Pages
