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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) June 23, 1997
BRANDYWINE REALTY TRUST
(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) file number) Identification Number
16 Campus Boulevard, Newtown Square, Pennsylvania 19073
( Address of principal executive offices)
(610) 325-5600
(Registrant's telephone number, including area code)
Page 1 of 6 pages
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ITEM 5. Other Events.
During the week of June 23, 1997, the Company has entered into
agreements to acquire eight office buildings (collectively, the "Pending
Acquisition"), which contain an aggregate of approximately 816,000 net
rentable square feet, for an aggregate purchase price of approximately $77.2
million. If the purchase of the Pending Acquisitions is consummated, the
Company's portfolio will consist of 83 properties (74 of which are office
properties and nine of which are industrial properties) containing an
aggregate of approximately 1.5 million net rentable square feet. Set forth
below are brief descriptions of the Pending Acquisitions.
-The Company has entered into an agreement of sale to purchase five office
properties containing an aggregate of approximately 574,241 net rentable
square feet located in Reading, Berks County, Pennsylvania and approximately
147 acres of land for an aggregate purchase price of approximately $40
million. As of June 16, 1997, the occupancy rate of these properties was
approximately 85% and these properties were leased to 15 tenants. Major
tenants at these properties include Hertz Penske Truck Leasing Inc., Parsons
Power and UGI Utilities, Inc.
-The Company has entered into an agreement of sale to purchase three office
properties containing approximately 241,458 net rentable square feet located
in Tredyffrin Township, Chester County, Pennsylvania and approximately 12.5
acres of land for an aggregate purchase price of approximately $37.2 million.
As of June 16, 1997, the occupancy rate of these properties was approximately
98%, and these properties were leased to 21 tenants. Major tenants at these
properties include Delaware Valley Financial Services, Devon Direct
Marketing & Advertising, Inc. and Shared Medical Systems, Inc.
The consummation of the purchase of the Pending Acquisitions is subject
to the satisfaction of numerous conditions, including, without limitation, the
completion of due diligence and Board of Trustee approval. No assurances can
be given that the Company will acquire any of the Pending Acquisitions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Zelenkofske Axelrod & Co., Ltd.
23.3 Consent of Cushman & Wakefield of Pennsylvania, Inc.
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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: June 27, 1997 By: /s/ Gerard H. Sweeney
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Title: President and Chief Executive
Officer
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Prospectus Supplement dated June 27, 1997
(to the Prospectus dated February 14, 1997 (the "Prospectus")) of Brandywine
Realty Trust (the "Company") of: our report dated February 22, 1997, on the
consolidated financial statements of the Company, included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996; our report
dated April 12, 1996 on the combined financial statements of SSI/TNC
Properties for the year ended December 31, 1995 included in the Company's
Prospectus filed on November 27, 1996 relating to the Company's Registration
Statement on Form S-11 (No. 333-13969) declared effective November 25, 1996;
our report dated June 14, 1996, on the statement of revenue and certain
expenses of Liberty View for the year ended December 31, 1995 included in the
Company's Prospectus filed on November 27, 1996 relating to the Company's
Registration Statement on Form S-11 (No. 333-13969) declared effective
November 25, 1996; our reports dated October 31, 1996 on the combined
statements of revenue and certain expenses of Equivest Management Inc.
Acquisition Properties, the Commonwealth of Pennsylvania State Employees
System Properties, and of Delaware Corporate Center included in the Company's
Prospectus filed on November 27, 1996 relating to the Company's Registration
Statement on Form S-11 (No. 333-13969) declared effective November 25, 1996;
our report dated February 11, 1997 on the combined financial statements of
revenue and certain expenses of Columbia Acquisition Properties for the year
ended December 31, 1996, included in the Company's Form 8-K/A (No. 1) dated
February 13, 1997 and Form 8-K/A (No. 2) dated February 24, 1997; our report
dated January 29, 1997 on the combined financial statements of revenue and
certain expenses of Main Street Properties for the year ended December 31,
1996, included in the Company's Form 8-K/A (No. 1) dated April 29, 1997; our
report dated May 29, 1997 on the combined financial statements of revenue and
certain expenses of TA Properties for the year ended December 31, 1996,
included in the Company's Form 8-K dated June 9, 1997; our report dated June
3, 1997 on the combined financial statements of revenue and certain expenses
of Emmes Properties for the year ended December 31, 1996, included in the
Company's Form 8-K dated June 9, 1997; our report dated June 23, 1997 on the
combined financial statements of revenue and certain expenses of 748 & 855
Springdale Drive for the year ended December 31, 1996, included in the
Company's Form 8-K dated June 23, 1997; and to all references to our Firm
included in the Prospectus or Prospectus Supplement.
/s/Arthur Andersen LLP
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Arthur Andersen LLP
Philadelphia, Pennsylvania
June 27, 1997
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the reference to our firm and our report dated June
19, 1997 with respect to the financial statements of the Greentree Executive
Campus Acquisition Properties under the "Experts" heading of a Prospectus
Supplement to the Prospectus dated Februrary 14, 1997 of Brandywine Realty
Trust to be filed with the Securities and Exchange Commission and consent to
the filing of this Consent as an Exhibit to a Current Report on Form 8-K of
Brandywine Realty Trust.
/s/ Zelenkofske, Axelrod & Company, Ltd.
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Zelenkofske, Axelrod & Company, Ltd.
Jenkintown, Pennsylvania
June 27, 1997
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Exhibit 23.3
CONSENT
We hereby consent to the references to us in the Prospectus Supplement
to the Prospectus dated February 14, 1997 (collectively, the "Prospectus") of
Brandywine Realty Trust (which Prospectus is part of a Registration Statement
on Form S-3, Registration No. 333-20991), and we further consent to the
reference to us under the heading "Experts" in the Prospectus Supplement.
This consent may be filed as an exhibit to the Registration Statement or
to a Form 8-K filed by Brandywine Realty Trust.
CUSHMAN & WAKEFIELD OF
PENNSYLVANIA, INC.
By: /s/ John B. Rush
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Name: John B. Rush
Title: Director
June 26, 1997
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