<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 16, 1998
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 No.)
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 3
<PAGE>
Item 5. Other Events.
Public Offering
On April 16, 1998, Brandywine Realty Trust (the "Company") and
Brandywine Operating Partnership, L.P. entered into an Underwriting Agreement
(the "Underwriting Agreement") with Legg Mason Wood Walker, Incorporated (the
"Underwriter") pursuant to which the Company agreed to sell to the Underwriter
an aggregate of 625,000 common shares of beneficial interest, $.01 par value per
share (the "Common Shares"). The Common Shares are to be sold pursuant to the
Underwriting Agreement at a price to the public of $24.00 per share ($22.80
per share after reduction for underwriting discounts and commissions). The
Company has been advised by the Underwriter that the Underwriter intends to sell
the Common Shares to Van Kampen American Capital Distributors, Inc., which
intends to deposit the Common Shares with the trustee of the Van Kampen
American Capital REIT Income and Growth Trust, Series 2 (the "Trust"), a
registered unit investment trust under the Investment Company Act of 1940, as
amended, in exchange for units of the Trust.
The Underwriter is acting as sponsor and depositor of the Trust, and is
therefor considered an affiliate of the Trust. Walter D'Alessio, a member of the
Company's Board of Trustees, is President of Legg Mason Real Estate Services,
Inc., a subsidiary of Legg Mason, Inc., the parent of the Underwriter. In
addition, the Underwriter has engaged, and may in the future engage, in
investment banking activities on behalf of the Company and its affiliates for
which customary compensation will be received.
The net proceeds, less expenses estimated at $75,000, will be
contributed by the Company to the Operating Partnership, which will use such
contribution to repay borrowings under the revolving credit facility of the
Company and the Operating Partnership. Closing of the offering of Common Shares
pursuant to the Underwriting Agreement is subject to customary closing
conditions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1.1 Underwriting Agreement among the Company, Brandywine Operating
Partnership, L.P. and Legg Mason Wood Walker, Incorporated
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Zelenkofske Axelrod & Co., Ltd.
Page 2 of 3
<PAGE>
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.
<TABLE>
<S> <C>
BRANDYWINE REALTY TRUST
Date: April 17, 1998 By: /s/ GERARD H. SWEENEY
----------------------
Gerard H. Sweeney
President and Chief Executive Officer
(Principal Executive Officer)
Date: April 17, 1998 By: /s/ MARK S. KRIPKE
-------------------
Mark S. Kripke
Chief Financial Officer and Secretary
(Principal Financial and Accounting
Officer)
</TABLE>
Page 3 of 3
<PAGE>
EXHIBIT 1.1
625,000 Shares
Brandywine Realty Trust
Common Shares of Beneficial Interest
UNDERWRITING AGREEMENT
------------------
April 16, 1998
Legg Mason Wood Walker, Incorporated
100 Light Street
Baltimore, Maryland 21202
Ladies and Gentlemen:
Brandywine Realty Trust, a Maryland real estate investment trust (the
"Company"), proposes to issue and sell 625,000 common shares of beneficial
interest of the Company, par value $0.01 per share (the "Shares"), to Legg Mason
Wood Walker, Incorporated (you or the "Underwriter"). The common shares of
beneficial interest, par value $0.01 per share, of the Company to be outstanding
after giving effect to the sale contemplated hereby are hereinafter referred to
as the "Common Shares."
1. Registration Statement and Prospectus. The Company has prepared and filed
with the Securities and Exchange Commission (the "Commission") in accordance
with the provisions of the Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder (collectively called the "Act"), a
registration statement on Form S-3 (Registration No. 333-39155) including a
preliminary prospectus relating to the registration of the Shares and such other
securities which may be offered from time to time by the Company in accordance
with Rule 415 under the Act. Such registration statement (as amended, if
applicable) has been declared effective by the Commission on November 13, 1997.
Such registration statement (as amended, if applicable), on the one hand, and
the prospectus constituting a part thereof and the prospectus supplement
relating to the offering of the Shares provided to the Underwriter by the
Company for use (whether or not such prospectus supplement is required to be
filed with the Commission by the Company pursuant to the Act) (the "Prospectus
Supplement"), on the other hand, including all documents incorporated therein by
reference, as from time to time amended or supplemented pursuant to the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder (collectively called the "Exchange Act") and the Act
are referred to herein as the "Registration Statement" and the "Prospectus,"
respectively; provided, however, that a prospectus supplement shall be deemed to
have supplemented the Prospectus only with respect to the offering of the Shares
to which it relates. Any registration
Page 1 of 25
<PAGE>
statement (including any amendment or supplement thereto or information which is
deemed part thereof) filed by the Company under Rule 462(b) of the Act (a "Rule
462(b) Registration Statement") shall be deemed to be part of the "Registration
Statement" as defined herein and any prospectus or any term sheet as
contemplated by Rule 434 of the Act (a "Term Sheet") (including any amendment or
supplement thereto or information which is deemed part thereof) included in such
registration statement shall be deemed to be part of the "Prospectus," as
defined herein. All references in this Agreement to financial statements and
schedules and other information which is "contained," "included," "described" or
"stated" in the Registration Statement or the Prospectus (and all other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is or is deemed
to be incorporated by reference in the Registration Statement or Prospectus, as
the case may be; and all references in this Agreement to amendments or
supplements to the Registration Statement or the Prospectus shall be deemed to
mean and include, without limitation, even though not specifically stated, any
document filed under the Exchange Act which is or is deemed to be incorporated
by reference in the Registration Statement or the Prospectus, as the case may
be. Capitalized terms used but not otherwise defined herein shall have the
meanings given to those terms in the Prospectus.
2. Agreements to Sell and Purchase. On the basis of the representations and
warranties contained in this Agreement, and subject to its terms and conditions,
the Company agrees to issue and sell the Shares and the Underwriter agrees to
purchase from the Company at a price per share of $22.80 (the "Purchase
Price"), the Shares.
3. Terms of the Offering. The Company is advised by the Underwriter that it
proposes to sell the Shares to Van Kampen American Capital Distributors, Inc.,
which intends to deposit the Shares, together with the common stock of other
entities acquired from the Underwriter, directly with the Trustee of the Van
Kampen American Capital REIT Income and Growth Trust, Series 2 (the "Trust"), a
registered unit investment trust under the Investment Company Act of 1940, as
amended (the "Offering"), as soon after the execution and delivery hereof as in
its judgment is advisable.
4. Delivery and Payment. Delivery to the Underwriter of certificates for, and
payment of the Purchase Price for the Shares shall be made, subject to Section
9, at 9:00 A.M., New York City time, on April 21, 1998, or such other time not
later than ten business days after such date as shall be agreed upon by the
Underwriter and the Company (such time and date of payment and delivery being
herein called the "Closing Date") at such place as you shall designate. The
Closing Date and the location of, delivery of and the form of payment for the
Shares may be varied by agreement between you and the Company.
Certificates for the Shares shall be registered in such names
and issued in such denominations as you shall request in writing not later than
two full business days prior to the Closing Date. Such certificates shall be
made available to you for inspection not later than 9:30 A.M., New York City
time, on the business day next preceding the Closing Date. Certificates in
definitive form evidencing the Shares shall be delivered to you on the Closing
Date, with any transfer taxes thereon duly paid by the Company, for the account
of the Underwriter, against payment of the Purchase Price therefor by intra-bank
transfer or wire transfer of same day funds to such account as may be designated
by the Company at least two business days prior to the Closing Date.
Page 2 of 25
<PAGE>
5. Agreements of the Transaction Entities. The Company and the Operating
Partnership (collectively, the "Transaction Entities") jointly and severally
agree with you as follows:
(a) In respect of the offering of Shares, the Company will (i) prepare
a Prospectus Supplement setting forth the number of Shares covered thereby and
their terms not otherwise specified in the Prospectus pursuant to which the
Shares are being issued, the name of the Underwriter and the number of Shares
which the Underwriter has agreed to purchase, the price at which the Shares are
to be purchased by the Underwriter from the Company, the initial offering price,
and such other information as the Underwriter and the Company deem appropriate
in connection with the offering of the Shares, and (ii) file the Prospectus in a
form approved by you pursuant to Rule 424(b) under the Act no later than the
Commission's close of business on the second business day following the date of
the determination of the offering price of the Shares The Company will furnish
to the Underwriter and to such dealers as you shall specify as many copies of
the Prospectus as the Underwriter shall reasonably request for the purposes
contemplated by the Act or the Exchange Act.
(b) At any time when the Prospectus is required to be delivered under
the Act or the Exchange Act in connection with sales of Shares, the Transaction
Entities will advise you promptly and, if requested by you, confirm such advice
in writing, of (i) the effectiveness of any amendment to the Registration
Statement, (ii) the transmittal to the Commission for filing of any Prospectus
or other supplement or amendment to the Prospectus to be filed pursuant to the
Act, (iii) the receipt of any comments from the Commission relating to the
Registration Statement, any preliminary prospectus, the Prospectus or any of the
transactions contemplated by this Agreement, (iv) any request by the Commission
for post-effective amendments to the Registration Statement or amendments or
supplements to the Prospectus or for additional information, (v) the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or of the suspension of qualification of the Shares for
offering or sale in any jurisdiction, or the initiation of any proceeding for
such purposes, and (vi) the happening of any event as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading. Each of the Transaction Entities will
make every reasonable effort to prevent the issuance of any stop order, and if
at any time the Commission shall issue any stop order suspending the
effectiveness of the Registration Statement, each of the Transaction Entities
will make every reasonable effort to obtain the withdrawal or lifting of such
order at the earliest possible time.
(c) The Company will furnish to you without charge, one signed copy of
the Registration Statement as first filed with the Commission and of each
amendment to it, including all exhibits, and furnish to you such number of
conformed copies of the Registration Statement as so filed and of each amendment
to it as you may reasonably request. If applicable, the copies of the
Registration Statement and each amendment thereto furnished to the Underwriter
will be identical to the electronically transmitted copies thereof filed with
the Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T.
(d) At any time during the period ending 25 days after the date of this
Agreement, the Transaction Entities will not file any amendment to the
Registration Statement or any Rule 462(b) Registration Statement or make any
amendment or supplement to the Prospectus or any
Page 3 of 25
<PAGE>
Term Sheet, if applicable, of which you shall not previously have been advised
or to which you or your counsel shall reasonably object, it being understood and
agreed that you shall have no objection to any Prospectus Supplement filed in
connection with any other offering; and the Company will prepare and file with
the Commission, promptly upon your reasonable request, any amendment to the
Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or
amendment or supplement to the Prospectus which, in the opinion of your counsel,
may be necessary in connection with the distribution of the Shares by you, and
will use its best efforts to cause the same to become promptly effective. If
applicable, the Prospectus and any amendments or supplements thereto furnished
to the Underwriter will be identical to the electronically transmitted copies
thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T.
(e) If, at any time when the Prospectus is required to be delivered
under the Act or the Exchange Act in connection with sales of Shares, any event
shall occur as a result of which, in the opinion of counsel for the Underwriter,
it becomes necessary to amend or supplement the Prospectus in order to make the
statements therein, in the light of the circumstances existing when the
Prospectus is delivered to a purchaser, not misleading, or if it is necessary to
amend or supplement the Prospectus to comply with any law, the Company will
forthwith prepare and file with the Commission an appropriate amendment or
supplement to the Prospectus (in form and substance reasonably satisfactory to
counsel for the Underwriter) so that the statements in the Prospectus, as so
amended or supplemented, will not contain an untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing when it is so delivered, not
misleading, or so that the Prospectus will comply with any law, and to furnish
to the Underwriter and to such dealers as you shall specify, such number of
copies thereof as the Underwriter or dealers may reasonably request.
(f) Each of the Transaction Entities will use its best efforts, in
cooperation with the Underwriter, to qualify, register or perfect exemptions for
the Shares for offer and sale by the Underwriter under the applicable state
securities or Blue Sky laws and real estate syndication laws of such
jurisdictions as you may reasonably request; provided, however, none of the
Transaction Entities will be required to qualify as a foreign corporation, file
a general consent to service of process in any such jurisdiction, subject itself
to taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject, or provide any undertaking or make any change in its
charter or by-laws that the Board of Trustees of the Company reasonably
determines to be contrary to the best interests of the Company and its
shareholders. In each jurisdiction in which the Shares have been so qualified or
registered, the Transaction Entities will use all reasonable efforts to file
such statements, reports and other documents as may be required by the laws of
such jurisdiction, to continue such qualification or registration in effect for
so long a period as the Underwriter may reasonably request for the distribution
of the Shares.
(g) To make generally available to the Company's shareholders as soon
as reasonably practicable but not later than sixty (60) days after the close of
the period covered thereby (ninety (90) days in the event the close of such
period is the close of the Company's fiscal year), an earnings statement (in
form complying with the provisions of Rule 158 of the Act) covering a period of
at least twelve months after the effective date of the Registration Statement
(but in no event commencing later than ninety (90) days after such date) which
shall satisfy the provisions of Section 11(a) of the Act, and, if required by
Rule 158 of the Act, to file such statement as an
Page 4 of 25
<PAGE>
exhibit to the next periodic report required to be filed by the Company under
the Exchange Act covering the period when such earnings statement is released.
(h) During the period of five years after the date of this Agreement,
to furnish to you as soon as available a copy of each regular and periodic
report, financial statement or other publicly available information of the
Transaction Entities and any of their subsidiaries mailed to the holders of the
Shares or filed with the Commission or any securities exchange, and any such
publicly available information concerning the Transaction Entities or any of
their subsidiaries as you may reasonably request.
(i) During the period when the Prospectus is required to be delivered
under the Act or the Exchange Act in connection with sales of the Shares, to
file all documents required to be filed by it with the Commission pursuant to
Section 13, 14 or 15 of the Exchange Act within the time periods required by the
Exchange Act.
(j) To pay all costs, expenses, fees and taxes incident to (i) the
preparation, printing, filing and distribution under the Act of the Registration
Statement and any amendment thereto (including financial statements and
exhibits), each preliminary prospectus, the Prospectus and all amendments and
supplements to any of them prior to or during the period specified in Section
5(b), (ii) the printing and delivery of this Agreement and the Blue Sky
Memorandum (including the reasonable disbursements of counsel for the
Underwriter relating to the printing and delivery of the Blue Sky Memorandum),
(iii) the qualification of registration of the Shares for offer and sale under
the securities, Blue Sky laws or real estate syndication laws of the several
states in accordance with Section 5(f) hereof, (iv) the fee of and the filings
and clearance, if any, with the National Association of Securities Dealers, Inc.
(the "NASD") in connection with the Offering, (v) the fee of and the listing of
the Shares on the New York Stock Exchange, Inc. ("NYSE"), (vi) furnishing such
copies of the Registration Statement, the Prospectus and all amendments and
supplements thereto as may be requested for use in connection with the offering
or sale of the Shares by the Underwriter, (vii) the preparation, issuance and
delivery of certificates for the Shares to the Underwriter, (viii) the costs and
charges of any transfer agent or registrar, (ix) any transfer taxes imposed on
the sale by the Company of the Shares to the Underwriter and (x) the fees and
disbursements of the Company's counsel and accountants.
(k) The Transaction Entities will use their best efforts to maintain
the listing of the Shares on the NYSE for a period of three years after the
Closing Date and thereafter unless the Company's Board of Trustees determines
that it is no longer in the best interests of the Company for the Shares to
continue to be so listed.
(l) The Transaction Entities will use their best efforts to do and
perform all things required to be done and performed under this Agreement by the
Transaction Entities prior to the Closing Date and to satisfy all conditions
precedent to the delivery of the Shares.
(m) The Company will use the net proceeds received by it from the sale
of the Shares in the manner specified in the Prospectus Supplement under "Use of
Proceeds."
(n) The Company will prepare and file or transmit for filing with the
Commission in accordance with Rule 424(b) of the Act copies of the Prospectus.
Page 5 of 25
<PAGE>
(o) The Transaction Entities will use their best efforts to ensure that
the Company continues to qualify as a "real estate investment trust" ("REIT")
under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended
(the "Code"), for a period of three years after the date of this Agreement
unless the Company's Board of Directors determines that it is no longer in the
best interest of the Company to be so qualified.
(p) The Transaction Entities will not at any time, directly or
indirectly, take any action intended, or which might reasonably be expected, to
cause or result in, or which will constitute, stabilization of the price of the
Shares to facilitate the sale or resale of any Shares in violation of the Act.
6. Representations and Warranties of the Transaction Entities. Each of the
Transaction Entities jointly and severally represents and warrants to the
Underwriter as of the date hereof and the Closing Date that:
(a) The Registration Statement became effective on November 13, 1997.
No stop order suspending the effectiveness of the Registration Statement or any
part thereof has been issued and no proceeding for that purpose has been
instituted or, to the knowledge of the Transaction Entities, threatened by the
Commission or by the state securities authority of any jurisdiction. No order
preventing or suspending the use of the Prospectus has been issued and no
proceeding for that purpose has been instituted or, to the knowledge of the
Transaction Entities, threatened by the Commission or by the state securities
authority of any jurisdiction.
(b) The Registration Statement and the Prospectus, including the
financial statements, schedules and related notes included in the Prospectus or
incorporated therein by reference and, if applicable, any Term Sheet to the
Prospectus, as of the date hereof and at the time the Registration Statement
became effective, and when any post-effective amendment to the Registration
Statement or Rule 462(b) Registration Statement becomes effective or any
amendment or supplement to the Prospectus is filed with the Commission, did or
will comply in all material respects with all applicable provisions of the Act
and will contain all statements required to be stated therein in accordance with
the Act. The Prospectus, including the financial statements, schedules and
related notes included in the Prospectus or incorporated therein by reference,
and if applicable, any Term Sheet to the Prospectus, as of the date hereof and
at the time the Registration Statement became effective, and at the Closing
Date, and when any post-effective amendment to the Registration Statement or
Rule 462(b) Registration Statement becomes effective or any amendment or
supplement to the Prospectus is filed with the Commission, did or will comply in
all material respects with all applicable provisions of the Act and will contain
all statements required to be stated therein in accordance with the Act. On the
date the Registration Statement was declared effective, on the date hereof, on
the date of filing of any Rule 462(b) Registration Statement and on the Closing
Date, no part of the Registration Statement or any amendment did or will contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein not
misleading. On the date the Registration Statement was declared effective, on
the date hereof, as of its date, on the date of filing of any Rule 462(b)
Registration Statement and at the Closing Date, the Prospectus and the
Prospectus Supplement did not or will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. If a Rule 462(b) Registration Statement is filed in connection with
the offering and sale of the
Page 6 of 25
<PAGE>
Shares, the Company will have complied or will comply with the requirements of
Rule 111 under the Act relating to the payment of filing fees therefor. The
foregoing representations and warranties in this Section 6(b) do not apply to
any statements or omissions made in reliance on and in conformity with
information relating to the Underwriter furnished in writing to the Company by
the Underwriter specifically for inclusion in the Registration Statement or
Prospectus or any amendment or supplement thereto. The Transaction Entities have
not distributed any offering material in connection with the offering or sale of
the Shares other than the Registration Statement, the Prospectus or any other
materials, if any,permitted by the Act (which were disclosed to the Underwriter
and Underwriter's counsel).
(c) Each 462(b) Registration Statement, if any, complied or will comply
when so filed in all material respects with all applicable provisions of the
Act; did not or will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and the Prospectus delivered to the Underwriter for use in
connection with the offering of the Shares will, at the time of such delivery,
be identical to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(d) The documents incorporated or deemed to be incorporated by
reference in the Prospectus pursuant to Item 12 of Form S-3 under the Act, at
the time they were, or hereafter are, filed with the Commission, complied and
will comply in all material respects with the requirements of the Exchange Act,
and, when read together with other information in and incorporated by reference
in the Prospectus, at the time the Registration Statement became effective, and
as of the Closing Date, or during the period specified in Section 5(b) did not
and will not include an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The foregoing
representations and warranties in this Section 6(d) do not apply to any
statements or omissions made in reliance on and in conformity with information
relating to the Underwriter furnished in writing to the Company by the
Underwriter specifically for inclusion in the Registration Statement or
Prospectus or any amendment or supplement thereto.
(e) The historical financial statements and the related notes thereto,
included or incorporated by reference in the Registration Statement and the
Prospectus, comply in all material respects with the requirements of the Act and
the Exchange Act, as applicable, and present fairly the consolidated financial
position of the Transaction Entities and their consolidated subsidiaries as of
the dates indicated and the results of their operations and the changes in their
cash flows for the periods specified; the financial statements with respect to
the Properties (as defined in the Prospectus) acquired by the Transaction
Entities and their consolidated subsidiaries, together with related notes,
incorporated by reference in the Registration Statement or the Prospectus,
present fairly a summary of gross income and direct operating expenses or a
summary of gross income, as the case may be, of such Properties for the
indicated periods; the foregoing financial statements have been prepared in
conformity with generally accepted accounting principles applied on a consistent
basis, and the supporting schedules included or incorporated by reference in the
Registration Statement present fairly the information required to be stated
therein; the pro forma financial information, and the related notes thereto,
included or incorporated by reference in the Registration Statement and the
Page 7 of 25
<PAGE>
Prospectus comply in all material respects with the applicable requirements of
the Act and the Exchange Act, as applicable; the assumptions used in preparing
such pro forma information are reasonable and the adjustments used therein are
appropriate to give effect to the transactions referred to therein; and the
other financial and statistical information and data set forth in the
Registration Statement and the Prospectus are accurately presented in all
material respects and prepared on a basis consistent with the books and records
of the Transaction Entities and their consolidated subsidiaries.
(f) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, (i) there has not been any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the condition (financial or otherwise), business,
prospects, properties, net worth or results of operations of the Transaction
Entities and their subsidiaries, taken as a whole, otherwise than as set forth
or contemplated in the Prospectus; and (ii) except as set forth or contemplated
in the Prospectus, neither the Transaction Entities nor any of their
subsidiaries has entered into any transaction or agreement (whether or not in
the ordinary course of business) material to the Transaction Entities and their
subsidiaries, taken as a whole.
(g) The Company has been duly formed and is validly existing as a real
estate investment trust in good standing under the laws of the state of
Maryland, with trust power and authority to own or lease its properties and to
conduct its business as described in the Prospectus, and is duly qualified as a
foreign trust for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such qualification, other than where the
failure to be so qualified or in good standing would not (1) have a material
adverse effect on the condition (financial or otherwise), business, prospects,
properties, net worth or results of operations of the Transaction Entities and
their subsidiaries, taken as a whole, (2) adversely affect the issuance or
validity of the Shares or (3) adversely affect the consummation of any of the
transactions contemplated by this Agreement (each of (1), (2) and (3) above, a
"Material Adverse Effect"); except for investments in subsidiaries (including
any joint ventures), in short-term investment securities and in other securities
as described in the Registration Statement or Prospectus the Company has no
direct or indirect equity or other interest in any corporation, partnership,
trust or other entity; each of the subsidiaries of the Transaction Entities is
defined on Schedule I hereto and has been duly organized and is validly existing
as a corporation, limited liability company or general or limited partnership,
as the case may be, in good standing under the laws of its jurisdiction of
organization with corporate, limited liability company or partnership power and
authority, as the case may be, to own or lease its properties and conduct its
business as presently conducted and as described in the Prospectus, and has been
duly qualified as a foreign corporation, foreign limited liability company or
foreign general or limited partnership, as the case may be, for the transaction
of business and is in good standing under the laws of each other jurisdiction in
which it owns or leases properties, or conducts any business, so as to require
such qualification, other than where the failure to be so qualified or in good
standing would not have a Material Adverse Effect; all the outstanding shares of
capital stock of each subsidiary have been duly authorized and validly issued
and are fully paid and nonassessable; except as disclosed in Schedule I hereto,
all the outstanding shares of capital stock membership interests or all
partnership interests of each subsidiary are owned by the Transaction Entities,
directly or indirectly, free and clear of all liens, encumbrances, security
interests and claims.
Page 8 of 25
<PAGE>
(h) The Operating Partnership has been duly formed and is validly
existing as a limited partnership in good standing under the laws of the State
of Delaware, is duly qualified to do business as a foreign limited partnership
in each jurisdiction in which its ownership or lease of property or the conduct
of its business requires such qualification (except where the failure to be so
qualified would not have a Material Adverse Effect on the earnings, assets or
business affairs of the Transaction Entities and their subsidiaries considered
as a single enterprise), and has all partnership power and authority necessary
to own or hold its properties, to conduct the business in which it is engaged
and to enter into and perform its obligations under this Agreement. The Company
is the sole general partner of the Operating Partnership. The Agreement of
Limited Partnership of the Operating Partnership (the "Operating Partnership
Agreement") is in full force and effect, and the aggregate percentage interests
of the Company and the limited partners in the Operating Partnership are as set
forth on Schedule I.
(i) This Agreement has been duly authorized, executed and delivered by
the Transaction Entities.
(j) The Shares have been duly authorized and, when issued and delivered
to the Underwriter against payment therefor in accordance with the terms hereof,
will be validly issued, fully paid and nonassessable. Application has been made
to list the Shares on the NYSE. The form of certificate for the Shares will
comply with all applicable legal and NYSE requirements. The holders of
outstanding shares of beneficial interest of the Company are not entitled to
preemptive or other rights to subscribe for the Shares. The shares of beneficial
interest of the Company conform to the description thereof in the Registration
Statement and the Prospectus.
(k) Neither the Transaction Entities nor any of their subsidiaries is,
or with the giving of notice or lapse of time or both would be, in violation of
or in default under (1) its Declaration of Trust, articles of incorporation,
certificate of incorporation; partnership agreement or other charter document as
the case may be (in each case as amended to the date of this Agreement), (2) its
Bylaws (as amended to the date of this Agreement) or (3) any indenture,
mortgage, deed of trust, loan agreement, partnership agreement or other
agreement or instrument or obligation to which such Transaction Entity or any of
it subsidiaries is a party or by which it or any of its properties is bound,
except, with respect to clauses (2) and (3), for violations and defaults which
individually or in the aggregate would not have a Material Adverse Effect; the
issue and sale of the Shares and the performance by each of the Transaction
Entities of all of the obligations under this Agreement and the consummation of
the transactions herein contemplated will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement, partnership agreement or
other material agreement or instrument to which any of the Transaction Entities
or any of its subsidiaries is a party or by which any of the Transaction
Entities or of its subsidiaries is bound or to which any of the property or
assets of the Transaction Entities or any of its subsidiaries is subject, except
for such conflicts, breaches, defaults or violations which individually or in
the aggregate would not have a Material Adverse Effect, nor will any such action
result in any violation of the provisions of the Articles of Incorporation or
the ByLaws of the Company or any applicable law or statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
any of the Transaction Entities or any of their properties, except for such
violations which individually or in the aggregate would not have a Material
Adverse Effect; and no consent, approval, authorization, order, registration or
qualification of or with any such court or
Page 9 of 25
<PAGE>
governmental agency or body is required for the issue and sale of the Shares or
the consummation by the Transaction Entities of the transactions contemplated by
this Agreement, except such consents, approvals, authorizations, orders,
registrations or qualifications (x) as have been obtained under the Act and the
Exchange Act, (y) as may be required under state securities or Blue Sky laws or
Sections 2710 and 2720 of the Conduct Rules of the NASD in connection with the
purchase and distribution of the Shares by the Underwriter or (z) the failure to
obtain which would not have a Material Adverse Effect.
(l) Other than as set forth or contemplated in the Prospectus, there
are no legal or governmental proceedings pending or, to the knowledge of any of
the Transaction Entities, threatened to which any of the Transaction Entities or
their subsidiaries is or may be a party or to which any property of any of the
Transaction Entities or their subsidiaries is or may be the subject which, if
determined adversely to the Transaction Entities, could individually or in the
aggregate reasonably be expected to have a Material Adverse Effect; there are no
contracts or other documents of a character required to be filed as an exhibit
to the Registration Statement or required to be described in the Registration
Statement or the Prospectus which are not filed or described as required; and
the descriptions of the terms of all such contracts and documents contained or
incorporated by reference in the Registration Statement or Prospectus are
complete and correct in all material respects.
(m) The Company has 105,000,000 authorized shares of beneficial
interest, consisting of 100,000,000 Common Shares, and 5,000,000 preferred
shares of beneficial interest, par value $.01 per share. All of the issued and
outstanding shares of beneficial interest of the Company have been duly and
validly authorized and issued and are fully paid and nonassessable.
(n) One of the Transaction Entities or their subsidiaries has good and
marketable title to each Property, in each case free of any lien, mortgage,
pledge, charge or encumbrance of any kind except those (i) described in the
Prospectus or (ii) which do not materially affect or detract from the value of
such Property or interfere with the use made and proposed to be made of such
Property by the Transaction Entities and their subsidiaries and which
individually and in the aggregate are in an amount which is not material to the
Transaction Entities.
(o) Except as disclosed in the Prospectus, each entity identified in
the Prospectus as a tenant of any Property, or a subtenant thereof, has entered
into a lease or a sublease, if applicable, for the possession of such Property;
except as disclosed in the Prospectus, each such lease is in full force and
effect and neither the Transaction Entities nor any of their subsidiaries has
notice of any defense to the obligations of the tenant thereunder or any claim
asserted or threatened by any person or entity, which claim, if sustained, would
have a Material Adverse Effect; and except as disclosed in the Prospectus, the
lessor under each lease has complied with its obligations under such lease in
all material respects and neither the Transaction Entities nor any of their
subsidiaries has notice of any default by the tenant under such lease which,
individually or in the aggregate with other such defaults, would have a Material
Adverse Effect.
(p) The mortgages and deeds of trust encumbering the Properties are not
(i) cross-defaulted to any indebtedness other than indebtedness of the
Transaction Entities or any of their subsidiaries or (ii) cross-collateralized
to any property not owned by any of the Transaction Entities or their
subsidiaries.
Page 10 of 25
<PAGE>
(q) Each of the Transaction Entities and their subsidiaries are insured
by insurers of recognized financial responsibility against such losses and risks
and in such amounts as are customary in the business in which they are engaged
and such insurance is adequate for the value of their properties; all policies
of insurance insuring the Transaction Entities or their subsidiaries or their
respective businesses, assets, employees, officers, trustees and directors, as
the case may be, are in full force and effect; each of the Transaction Entities
and their subsidiaries is in compliance with the terms of such policies in all
material respects and there are no claims by any of the Transaction Entities or
by their subsidiaries under any such policy as to which any insurance company is
denying liability or defending under a reservation of rights clause, other than
claims which individually or in the aggregate would not have a Material Adverse
Effect.
(r) Each of the Transaction Entities has filed all federal, state and
foreign income tax returns which have been required to be filed and have paid
all taxes indicated by said returns and all assessments received by it to the
extent that such taxes have become due and are not being contested in good
faith.
(s) Each of the Transaction Entities and each of their subsidiaries
owns, possesses and has obtained all material licenses, permits, certificates,
consents, orders, approvals and other authorizations from, and has made all
material declarations and filings with, all federal, state, local and other
governmental authorities, all self-regulatory organizations and all courts and
other tribunals necessary to own or lease, as the case may be, and to operate
its properties and to carry on its business as conducted as of the date hereof,
except in each case where the failure to obtain licenses, permits, certificates,
consents, orders, approvals and other authorizations, or to make all
declarations and filings, would not have a Material Adverse Effect, and none of
the Transaction Entities or any of its subsidiaries has received any notice of
any proceeding relating to revocation or modification of any such license,
permit, certificate, consent, order, approval or other authorization, except as
described in the Prospectus and except, in each case, where such revocation or
modification would not have a Material Adverse Effect; and the Transaction
Entities and each of their subsidiaries are in compliance with all laws, rules
and regulations relating to the conduct of their respective businesses as
conducted as of the date hereof, except where noncompliance with such laws,
rules or regulations would not have a Material Adverse Effect.
(t) To the knowledge of the Transaction Entities, their independent
accountants who have certified certain of the financial statements filed with
the Commission as part of, or incorporated by reference in, the Registration
Statement or the Prospectus, are independent public accountants as required by
the Act.
(u) To the knowledge of the Transaction Entities, no relationship,
direct or indirect, exists between or among any of the Transaction Entities or
their subsidiaries on the one hand, and the directors, trustees, officers,
stockholders, customers or suppliers of any of the Transaction Entities or their
subsidiaries on the other hand, which is required by the Act to be described in
the Registration Statement and the Prospectus which is not so described.
(v) Each of the Transaction Entities has never been, is not now, and
immediately after giving effect to the sale of the Shares under this Agreement
will not be, an "investment company" or entity "controlled" by an "investment
company," within the meaning of the Investment Company Act of 1940, as amended
(the "Investment Company Act").
Page 11 of 25
<PAGE>
(w) With respect to all tax periods regarding which the Internal
Revenue Service is or will be entitled to assert any claim against any of the
Transaction Entities, the Company has met the requirements for qualification as
a REIT under Sections 856 through 860 of the Code, and the present and
contemplated operations, assets and income of the Transaction Entities and their
subsidiaries, taken as a whole, continue to meet such requirements.
(x) The conditions for the use by the Company of a registration
statement on Form S- 3 set forth in the General Instructions to Form S-3 have
been satisfied and the Company is entitled to use such form for the transactions
contemplated herein.
(y) Other than as disclosed in the Prospectus, the Transaction Entities
have no knowledge of (a) the unlawful presence of any hazardous substances,
hazardous materials, toxic substances or waste materials (collectively,
"Hazardous Materials") on any of the Properties or (b) any unlawful spills,
releases, discharges or disposals of Hazardous Materials that have occurred or
are presently occurring on or from the Properties, which presence or occurrence
would individually or in the aggregate have a Material Adverse Effect.
(z) Other than as disclosed in the Prospectus, the Transaction Entities
and their subsidiaries (i) are in compliance with any and all applicable
federal, state and local laws and regulations relating to the protection of
human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants ("Environmental Laws"), (ii) each Transaction
Entity has received all permits, licenses or other approvals required of them
under applicable Environmental Laws to conduct their respective businesses and
(iii) are in compliance with all terms and conditions of any such permit,
license or approval, except where such noncompliance with Environmental Laws,
failure to receive required permits, licenses or other approvals or failure to
comply with the terms and conditions of such permits, licenses or approvals
would not individually or in the aggregate have a Material Adverse Effect.
(aa) The Transaction Entities engage environmental consultants and
other experts to conduct reviews of the effect of Environmental Laws on the
properties of the Transaction Entities and their subsidiaries, prior to the
purchase of such properties in the course of which the Transaction Entities
identify and evaluate associated costs and liabilities (including, without
limitation, any capital or operating expenditures required for cleanup, closure
of properties or compliance with Environmental Laws or any permit, license or
approval, any related constraints on operating activities and any potential
liabilities to third parties). On the basis of such reviews and other than as
described in the Prospectus, the Transaction Entities have reasonably concluded
that such associated costs and liabilities would not, individually or in the
aggregate, have a Material Adverse Effect.
(bb) Subsequent to the respective dates as of which information is
given in the Prospectus, (i) the Company has not purchased any of its
outstanding shares of beneficial interest, or declared, paid or otherwise made
any dividend or distribution of any kind on its shares of beneficial interest
other than regular periodic dividends on such shares; and (ii) there has not
been any material change in the shares of beneficial interest of the Company or
any material change in the short-term debt or long-term debt of the Transaction
Entities and their subsidiaries on a consolidated basis, except as described in
or contemplated by the Prospectus. Other than as described in or contemplated by
the Prospectus, including documents incorporated therein by reference, there are
no outstanding warrants or options to purchase or rights to acquire
Page 12 of 25
<PAGE>
any shares of beneficial interest of the Company and there are no restrictions
upon the voting or transfer of, or the declaration or payment of any dividend or
distribution on, any shares of beneficial interest of the Company pursuant to
the Company's Declaration of Trust or Bylaws, any agreement or other instrument
to which the Transaction Entities is a party or by which the Transaction
Entities is bound, or any order, law, rule, regulation or determination of any
court, governmental agency or body (including, without limitation, any banking
or insurance regulatory agency or body), or arbitrator having jurisdiction over
any of the Transaction Entities. No holders of securities of the Company or of
securities convertible into or exchangeable for securities of the Company have
rights to the registration of such securities of the Company under the
Registration Statement.
(cc) The Transaction Entities and their subsidiaries and affiliates
have not taken and will not take, directly or indirectly, any action designed
to, or that might be reasonably expected to, cause or result in stabilization or
manipulation of the price of the Shares, and the Transaction Entities and their
subsidiaries and affiliates have not distributed and agree not to distribute any
prospectus or other offering material in connection with the offering and sale
of the Shares other than the Prospectus or other material permitted by the Act.
(dd) Each of the Transaction Entities maintains a system of internal
accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting
principles and to maintain accountability for assets; (iii) access to assets is
permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.
(ee) There is (i) no significant unfair labor practice complaint
pending against any of the Transaction Entities or their subsidiaries or, to the
knowledge of the Transaction Entities, threatened against any of them, before
the National Labor Relations Board or any state or local labor relations board,
and no significant grievance or more significant arbitration proceeding arising
out of or under any collective bargaining agreement is so pending against any of
the Transaction Entities or their subsidiaries or, to the knowledge of the
Transaction Entities, threatened against any of them, and (ii) no significant
strike, labor dispute, slowdown or stoppage pending against any of the
Transaction Entities or their subsidiaries or, to the knowledge of the
Transaction Entities, threatened against it or any of their subsidiaries except
for such actions specified in clause (i) or (ii) above which individually or in
the aggregate could not reasonably be expected to have a Material Adverse
Effect.
(ff) No statement, representation, warranty or covenant made by any of
the Transaction Entities in this Agreement or made in any certificate or
document required by this Agreement to be delivered to the Underwriter is, or
will be, when made, inaccurate, untrue or incorrect in any material respect; it
being understood that no representation is made under this Section 6(ff) with
respect to the Registration Statement or the Prospectus which are the subject of
representations contained in other paragraphs in this Section 6.
(gg) Any certificate or other document signed by any officer or
authorized representative of any of the Transaction Entities or any of their
subsidiaries, and delivered to the
Page 13 of 25
<PAGE>
Underwriter or to counsel for the Underwriter in connection with the sale of the
Shares shall be deemed a representation and warranty by such entity or person,
as the case may be, to the Underwriter as to the matters covered thereby.
7. Indemnification.
(a) Each of the Transaction Entities jointly and severally agrees to
indemnify and hold harmless the Underwriter and each person, if any, who
controls the Underwriter within the meaning of Section 15 of the Act or Section
20 of the Exchange Act, from and against any and all losses, claims, damages,
expenses, liabilities and judgments caused by or resulting from any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by or resulting from any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, expenses, liabilities or judgments are caused by or
result from any such untrue statement or omission or alleged untrue statement or
omission based upon and in conformity with information relating to the
Underwriter furnished in writing to the Company by or on behalf of the
Underwriter through you expressly for use therein, provided, that this indemnity
agreement with respect to any preliminary prospectus shall not inure to the
benefit of the Underwriter from whom the person asserting any such losses,
liabilities, claims, damages or expenses purchased Shares, or any person
controlling the Underwriter, if a copy of the prospectus (as then amended or
supplemented if the Company shall have furnished any such amendments or
supplements thereto) was not sent or given by or on behalf of the Underwriter to
such person, if such is required by law, at or prior to the written confirmation
of the sale of such Shares to such person and if the Prospectus (as so amended
or supplemented) would have corrected the defect giving rise to such loss,
liability, claim, damage or expense.
(b) In case any action shall be brought against the Underwriter or any
person controlling the Underwriter, based upon any preliminary prospectus, the
Registration Statement or the Prospectus or any amendment or supplement thereto
and with respect to which indemnity may be sought against any of the Transaction
Entities, the Underwriter shall promptly notify the Company in writing and the
Company may, at its election, assume the defense thereof, including the
employment of counsel reasonably satisfactory to such indemnified party and
payment of all fees and expenses. The Underwriter or any such controlling person
shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall, if any of the Transaction Entities has assumed the defense as indicated
above, be at the expense of the Underwriter or such controlling person unless
(i) the employment of such counsel shall have been specifically authorized in
writing by one of the Transaction Entities, (ii) one of the Transaction Entities
shall have failed to assume the defense and employ counsel or (iii) the named
parties to any such action (including any impleaded parties) include both the
Underwriter or such controlling person and the Transaction Entities and the
Underwriter or such controlling person shall have been advised by such counsel
that there may be one or more legal defenses available to it which are different
from or additional to those available to the Transaction Entities (in which case
the Transaction Entities shall not have the right to assume the defense of such
action on behalf of the Underwriter or such controlling person, it being
understood, however, that the Transaction Entities shall not, in connection with
Page 14 of 25
<PAGE>
any one such action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) for the Underwriter and
controlling persons, which firm shall be designated in writing by the
Underwriter and that all such fees and expenses shall be reimbursed as they are
incurred). None of the Transaction Entities shall be liable for any settlement
of any such action effected without its written consent, but if settled with
their written consent, each of the Transaction Entities agrees to indemnify and
hold harmless the Underwriter and any such controlling person from and against
any loss or liability by reason of such settlement to the extent required by
this Section 7. Notwithstanding the immediately preceding sentence, if in any
case where the fees and expenses of counsel are at the expense of the
indemnifying party and an indemnified party shall have requested the
indemnifying party to reimburse the indemnified party for such fees and expenses
of counsel as incurred, such indemnifying party agrees that it shall be liable
for any settlement of any action effected without its written consent, if (i)
such settlement is entered into more than forty business days after the receipt
by such indemnifying party of the aforesaid request and (ii) such indemnifying
party shall have failed to reimburse the indemnified party in accordance with
such request for reimbursement prior to the date of such settlement; provided,
however, that if it is determined by a final non appealable order of a court of
competent jurisdiction that any of the Transaction Entities has no
indemnification obligation under this Section 7, all fees and expenses paid by
any of the Transaction Entities pursuant to this sentence shall be returned to
them upon demand. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.
(c) The Underwriter agrees to indemnify and hold harmless each of the
Transaction Entities and each of their officers, trustees and directors who sign
the Registration Statement and any person controlling any of the Transaction
Entities within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, to the same extent as the foregoing indemnity from each of the
Transaction Entities to the Underwriter, but only with reference to and in
conformity with information relating to the Underwriter furnished in writing by
or on behalf of the Underwriter expressly for use in the Registration Statement,
the Prospectus or any preliminary prospectus. In case any action shall be
brought against any of the Transaction Entities, any of their officers,
trustees, directors, or any person controlling any of the Transaction Entities,
based on the Registration Statement, the Prospectus or any preliminary
prospectus and in respect of which indemnity may be sought against the
Underwriter, the Underwriter shall have the rights and duties given to the
Transaction Entities (except that if any of the Transaction Entities shall have
assumed the defense thereof, the Underwriter shall not be required to do so, but
may employ separate counsel therein and participate in the defense thereof but
the fees and expenses of such counsel shall, except as otherwise provided
herein, be at the expense of the Underwriter), and each of the Transaction
Entities, their officers, trustees, directors, and any person controlling any of
the Transaction Entities shall have the rights and duties given to the
Underwriter, by Section 7(b) hereof.
(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party in respect of any losses, claims, damages,
expenses, liabilities or judgments
Page 15 of 25
<PAGE>
referred to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, expenses,
liabilities and judgments (i) in such proportion as is appropriate to reflect
the relative benefits received by the Transaction Entities on the one hand and
the Underwriter on the other hand from the offering of the Shares or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Transaction
Entities, on the one hand, and the Underwriter, on the other hand, in connection
with the statements or omissions which resulted in such losses, claims, damages,
expenses, liabilities or judgments, as well as any other relevant equitable
considerations. The relative benefits received by the Transaction Entities, on
the one hand, and the Underwriter, on the other hand, shall be deemed to be in
the same proportion as the total net proceeds from the Offering (before
deducting expenses) received by the Transaction Entities and the total
underwriting discounts and commissions received by the Underwriter, bear to the
total price to the public of the Shares, in each case as set forth in the table
on the cover page of the Prospectus. The relative fault of the Transaction
Entities, on the one hand, and the Underwriter, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by any of the Transaction Entities or the
Underwriter and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
Each of the Transaction Entities and the Underwriter agree
that it would not be just and equitable if contribution pursuant to this Section
7(d) were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, expenses, liabilities or
judgments referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 7, the Underwriter shall not be required to contribute any amount in
excess of the amount by which the total price at which the Shares underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages which the Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
(e) The Underwriter confirms and each Transaction Entity acknowledges
that (i) the statements with respect to the public offering of the Shares by the
Underwriter set forth on the cover page of the Prospectus Supplement and (ii)
the second paragraph under the caption "Underwriting" in the Prospectus
Supplement are correct and constitute the only information concerning the
Underwriter furnished in writing to the Company by or on behalf of the
Underwriter specifically for inclusion in the Registration Statement and
Prospectus.
Page 16 of 25
<PAGE>
8. Conditions of Underwriter's Obligations. The obligations of the Underwriter
to purchase the Shares under this Agreement are subject to the satisfaction of
each of the following conditions:
(a) All the representations and warranties of the Transaction Entities
contained in this Agreement shall be true and correct, in all material respects,
on the Closing Date, with the same force and effect as if made on and as of the
Closing Date.
(b) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been commenced or shall be pending before or threatened by the Commission to the
knowledge, after due inquiry, of the Company. No stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been commenced or shall be pending
before or threatened by the state securities authority of any jurisdiction, to
the knowledge of the Company.
(c) (i) Since the date of the latest balance sheet included or
incorporated by reference in the Registration Statement and the Prospectus,
there shall not have been any Material Adverse Effect, (ii) other than as set
forth in the Prospectus, no proceedings shall be pending or, to the knowledge of
any of the Transaction Entities, after due inquiry, threatened against any of
the Transaction Entities or any Property before or by any federal, state or
other commission, board or administrative agency, where an unfavorable decision,
ruling or finding could reasonably be expected to result in a Material Adverse
Effect, and on the Closing Date you shall have received a certificate dated the
Closing Date, signed by the Chief Executive Officer and the Chief Financial
Officer of each of the Company and the General Partner, in their capacities as
the Chief Executive Officer and Chief Financial Officer of each entity and on
behalf of each entity, confirming the matters set forth in paragraphs (a), (b)
and (c) of this Section 8.
(d) You shall have received on the Closing Date the opinions, dated the
Closing Date, of Pepper Hamilton LLP, counsel for the Company, in the form
attached hereto as Annex A and the opinion, dated the Closing Date, of Arthur
Andersen LLP, tax counsel for the Company, in the Form of Annex B.
(e) You shall have received on the Closing Date an opinion, dated the
Closing Date, of Hunton & Williams, counsel for the Underwriter, to the effect
that:
(i) the Shares have been duly authorized, and when issued and
delivered to the Underwriter against payment therefor as
provided by this Agreement, will have been validly issued and
will be fully paid and nonassessable, and the issuance of such
Shares is not subject to any preemptive or similar rights;
(ii) the Registration Statement has become effective under the
Act and, to the knowledge of such counsel, no stop order
suspending its effectiveness has been issued and no
proceedings for that purpose are pending before or threatened
by the Commission;
(iii) this Agreement was duly and validly authorized, executed
and delivered by each of the Transaction Entities; and
Page 17 of 25
<PAGE>
(iv) the Registration Statement, at the time it became
effective, and the Prospectus, as of the date of the
Prospectus Supplement (in each case, other than documents
incorporated therein by reference and the financial statements
and supporting schedules and other financial and statistical
data included or incorporated by reference therein, as to
which no opinion need be rendered) complied as to form in all
material respects with the requirements of the Act.
In addition, Hunton & Williams shall state that they have
participated in conferences with officers and other representatives of the
Transaction Entities and representatives of the independent public accountants
for the Company and representatives of the Underwriter at which the contents of
the Prospectus and related matters were discussed and, although they are not
passing upon and do not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration Statement or the
Prospectus or the documents incorporated therein by reference, on the basis of
the foregoing (relying as to materiality to a large extent upon the opinions of
officers and other representatives of the Transaction Entities), no facts have
come to the attention of such counsel which lead them to believe that the
Registration Statement, including the documents incorporated therein by
reference, at the time the Company filed its Annual Report on Form 10-K for the
Year Ended December 31, 1997, or at the date of the Underwriting Agreement,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus, including the documents incorporated
therein by reference, at the time the Prospectus was first provided to the
Underwriter for use in connection with the offering of the Shares or at the date
hereof, contained or contains an untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no opinion with
respect to the financial statements and schedules and other financial or
statistical data included in the Registration Statement, the Prospectus or the
documents incorporated therein by reference).
(f) On the date hereof, Arthur Andersen LLP and Zelenkofske, Axelrod &
Company, Ltd. shall have furnished to the Underwriter a letter, dated the date
of its delivery, addressed to the Underwriter and in form and substance
satisfactory to the Underwriter (and to its counsel), confirming that they are
independent public accountants with respect to the Transaction Entities and
their subsidiaries as required by the Act and with respect to the financial and
other statistical and numerical information contained in the Registration
Statement. At the Closing Date, Arthur Andersen LLP and Zelenkofske, Axelrod &
Company, Ltd. shall have furnished to the Underwriter a letter, dated the date
of its delivery, which shall confirm, on the basis of a review in accordance
with the procedures set forth in the letter from it, that nothing has come to
their attention during the period from the date of the letter referred to in the
prior sentence to a date (specified in the letter) not more than five days prior
to the Closing Date, which would require any change in its letter dated the date
hereof if it were required to be dated and delivered at the Closing Date.
(g) At the Closing Date, the Shares shall have been approved for
listing on the NYSE upon official notice of issuance.
Page 18 of 25
<PAGE>
(h) Each of the Transaction Entities and their subsidiaries shall not
have failed at or prior to the Closing Date, to perform or comply with any of
the agreements pursuant to Section 5 herein contained and required to be
performed or complied with by the Transaction Entities at or prior to the
Closing Date.
(i) At the Closing Date, Hunton & Williams shall have been furnished
with such documents and opinions as they may reasonably require for the purpose
of enabling them to pass upon the issuance and sale of the Shares, as herein
contemplated and related proceedings, or in order to evidence the accuracy of
any of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by each of the
Transaction Entities in connection with the issuance and sale of the Shares as
herein contemplated shall be reasonably satisfactory in form and substance to
the Underwriter and Hunton & Williams.
9. Effective Date of Agreement and Termination. This Agreement shall become
effective upon the execution of this Agreement.
This Agreement may be terminated at any time prior to the Closing Date
by you by written notice to the Company if any of the following has occurred:
(i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has been a Material Adverse
Effect, (ii) any outbreak or escalation of hostilities or other national or
international calamity or crisis or change in economic conditions or in the
financial markets of the United States or elsewhere that, in your judgment, is
material and adverse and would, in your judgment, make it impracticable or
inadvisable (x) to commence or continue the offering of the shares to the public
or (y) to enforce contracts for the sale of the shares, (iii) the suspension or
material limitation of trading in securities on the NYSE or the American Stock
Exchange or material limitation on prices for securities on either of such
exchanges, (iv) (a) the downgrading of any of the debt securities of any of the
Transaction Entities or any of their subsidiaries by any "nationally recognized
statistical rating organization" or the announcement by any such organization of
an initial rating with respect to any such securities that is below the ratings
of other such organizations in effect for such securities on the date hereof, or
(b) the public announcement by any such organization that it has under
surveillance or review, with possible negative implications, its rating of any
of such securities, (v) the enactment, publication, decree or other promulgation
of any federal or state statute, regulation, rule or order of any court or other
governmental authority which in your opinion would result in a Material Adverse
Effect, (vi) the declaration of a banking moratorium by either federal or New
York State authorities or (vii) the taking of any action by any federal, state
or local government or agency in respect of its monetary or fiscal affairs which
in your opinion has a material adverse effect on the financial markets in the
United States.
10. Miscellaneous. Notices given pursuant to any provision of this Agreement
shall be addressed as follows: (a) if to the Company, to Brandywine Realty
Trust, 16 Campus Blvd., Suite 150, Newtown Square, Pennsylvania, 19073,
Attention: Gerard H. Sweeney and (b) if to you, to Legg Mason Wood Walker,
Incorporated, Attention: Syndicate Department, 100 Light Street, Baltimore,
Maryland 21202, or in any case to such other address as the person to be
notified may have requested in writing.
No recourse shall be had for any of the obligations of the Company
hereunder or for any claim based thereon or otherwise in respect thereof,
against any past, present or future
Page 19 of 25
<PAGE>
trustee, shareholder, officer or employee of the Company, whether by virtue of
any statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise, all of such liability being expressly waived and released by the
Underwriter and any such person or entity who acts through the Underwriter.
The provisions of Sections 5, 6 and 7 shall remain operative and in
full force and effect, and will survive delivery of and payment for the Shares,
regardless of (i) any investigation, or statement as to the results thereof,
made by or on behalf of the Underwriter or by or on behalf of any of the
Transaction Entities, the officers or directors of any of the Transaction
Entities or any controlling person of any of the Transaction Entities and (ii)
acceptance of the Shares and payment for them hereunder.
In the event of termination of this Agreement, the provisions of
Section 7 shall remain operative and in full force and effect.
If this Agreement shall be terminated by the Underwriter because of any
failure or refusal on the part of any of the Transaction Entities to comply with
the terms or to fulfill any of the conditions of this Agreement, each of the
Transaction Entities, jointly and severally, agrees to reimburse the Underwriter
for all out-of-pocket expenses (including the fees and documented disbursements
of counsel) reasonably incurred by the Underwriter.
Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon each of the Transaction
Entities and the Underwriter, any controlling persons referred to herein and
their respective successors and assigns, all as and to the extent provided in
this Agreement, and no other person shall acquire or have any right under or by
virtue of this Agreement. The term "successors and assigns" shall not include a
purchaser of any of the Shares from the Underwriter merely because of such
purchase.
This Agreement shall be governed and construed in accordance with the
laws of the State of New York.
This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.
Please confirm that the foregoing correctly sets forth the agreement
among the parties hereto.
Very truly yours,
BRANDYWINE REALTY TRUST
By: /s/ Gerard H. Sweeney
------------------------------
Name: Gerard H. Sweeney
Title: Chief Executive Officer
Page 20 of 25
<PAGE>
BRANDYWINE OPERATING
PARTNERSHIP, L.P.
By: Brandywine Realty Trust,
Its general partner
By: /s/ Gerard H. Sweeney
------------------------------
Name: Gerard H. Sweeney
Title: Chief Executive Officer
LEGG MASON WOOD WALKER INCORPORATED
By: /s/ Jeffrey Rogatz
----------------------------
Name: Jeffrey Rogatz
Title: Managing Director
Page 21 of 25
<PAGE>
SCHEDULE I
BRANDYWINE REALTY TRUST
SUBSIDIARIES
<TABLE>
<CAPTION>
PARTNERS FOREIGN JURISDICTIONS IN
PARTNERSHIP SUBSIDIARIES (Capital/Profits) WHICH QUALIFIED
------------------------ ----------------- ---------------
<S> <C> <C>
Brandywine Dominion, L.P., a Pennsylvania limited partnership Brandywine Dominion, LLC -- G.P.
- 1%
BOP -- L.P. - 99% None
Brandywine F.C., L.P., a Pennsylvania limited partnership Brandywine F.C., L.L.C.--G.P. - 1% None
BOP--L.P.--99%
Brandywine I.S., L.P., a Pennsylvania limited partnership Brandywine I.S., LLC -- G.P. - 1%
BOP -- L.P. 99%
None
Brandywine Norriton, L.P., a Pennsylvania limited partnership Brandywine Norriton, L.L.C. -- G.P. None
1%
BOP--99%
Brandywine Operating Partnership, L.P., a Delaware limited partnership BRT -- G.P. and LP - 98.4% Maryland
Class A (other than BRT) - L.P. - New Jersey
1.6% Ohio
Pennsylvania
Brandywine P.M., L.P., a Pennsylvania limited partnership Brandywine P.M., LLC -- G.P. - 1%
BOP -- L.P. 99%
None
Brandywine Realty Partners, a Pennsylvania general partnership BOP -- G.P. - 70% / 98%
Outside partner -- 30% / 2% None
Brandywine TB I, L.P., a Pennsylvania limited partnership BRT TB I LLC -- G.P. - 1% (7)
BOP -- L.P. - 99%
None
Brandywine TB II, L.P., a Pennsylvania limited partnership BRT TB II LLC -- G.P. - 1% (8)
BOP -- L.P. - 99%
None
Brandywine TB III, L.P., a Pennsylvania limited partnership BRT TB III LLC -- G.P. - 1% (9)
BOP -- L.P. - 99%
None
C/N Iron Run Limited Partnership III, a Pennsylvania limited partnership BOP -- G.P. - 2% / 2%
BOP -- L.P. - 87% / 97%
TNC -- L.P. - 11% / 1% None
C/N Leedom Limited Partnership II, a Pennsylvania limited partnership BOP -- 89%/ 99%
SSI -- L.P. - 11% / 1% (6) None
C/N Oaklands Limited Partnership I, a Pennsylvania limited partnership WOP -- G.P. - 88.9% / 98.9%
BOP -- L.P. - .1% / .1%
TNC -- L.P. - 11% / 1% (4)
None
C/N Oaklands Limited Partnership III, a Pennsylvania limited partnership BOP -- L.P. - 89% / 99%
TNC -- L.P. - 11% / 1% None
Fifteen Horsham, L.P., a Pennsylvania limited partnership WOP -- G.P. - 1% (2)
BOP -- L.P. 1% (3)
WOP -- L.P. - 98% None
</TABLE>
Page 22 of 25
<PAGE>
<TABLE>
<CAPTION>
PARTNERS FOREIGN JURISDICTIONS IN
PARTNERSHIP SUBSIDIARIES (Capital/Profits) WHICH QUALIFIED
------------------------ ----------------- ---------------
<S> <C> <C>
Iron Run Limited Partnership V, a Pennsylvania limited partnership BOP -- L.P. - 89% / 99%
TNC -- L.P. - 11% / 1% None
LC/N Horsham Limited Partnership, a Pennsylvania limited partnership WOP -- G.P. - 88.9% / 98.9%
BOP -- L.P. - .1% / .1%
TNC -- L.P. - 11% / 1%
None
LC/N Keith Valley Limited Partnership I, a Pennsylvania limited partnership WOP -- G.P. - 88.9% / 98.9%
BOP -- L.P. - .1% / .1%
TNC -- L.P. - 11% / 1%
None
Newtech III Limited Partnership, a Pennsylvania limited partnership WOP -- G.P. - 88.9% / 63.9%
BOP -- L.P. - .1% / .1%
TNC -- L.P. - 11% / 1%
N.E. Leasing -- 0% / 35% (5)
None
Newtech IV Limited Partnership, a Pennsylvania limited partnership WOP -- G.P. - 88.9% / 98.9%
BOP -- L.P. - .1% / .1%
TNC -- L.P. - 11% / 1%
None
Nichols Lansdale Limited Partnership III, a Pennsylvania limited partnership WOP -- G.P. - 88.9% / 98.9%
BOP -- L.P. - .1% / .1%
TNC -- L.P. - 11% / 1%
Witmer Operating Partnership I, L.P., a Delaware limited partnership Brandywine Witmer, LLC -- G.P. - New Jersey
1%/1% Pennsylvania
BOP -- L.P. - 99%/99%
</TABLE>
1. BRT and Brandywine Holdings I, Inc. (a Pennsylvania
corporation and a wholly-owned subsidiary of BRT) collectively
own Class A Units that constitute the percentage shown above.
2. Brandywine Witmer, LLC (a Pennsylvania limited liability
company and a wholly-owned subsidiary of BOP) is General
Partner of WOP with a 1%/1% interest.
3. Brandywine Operating Partnership ("BOP") is a Delaware limited
partnership.
4. The Nichols Company ("TNC") is a Pennsylvania corporation.
5. N. E. Leasing is not an affiliate. N.E. Leasing is entitled to
35% of the partnership's residual cash flow. "Residual Cash
Flow" upon the sale of the property equals the gross sales
price less (i) outstanding indebtedness, (ii) reserves and
(iii) repayment of capital and accrued equity of WOP, BRT
Witmer and TNC (estimated to equal $1,338,468 as of July 1,
1996).
6. Safeguard Scientifics, Inc. ("SSI") is a Pennsylvania
corporation.
7. Brandywine TB I, L.L.C. is a Pennsylvania limited liability
company in which BOP is the sole member.
8. Brandywine TB II, L.L.C. is a Pennsylvania limited liability
company in which BOP is the sole member.
9. Brandywine TB III, L.L.C. is a Pennsylvania limited liability
company in which BOP is the sole member.
<TABLE>
<CAPTION>
CORPORATE SUBSIDIARIES SHAREHOLDERS FOREIGN JURISDICTION
IN WHICH QUALIFIED
---------------------- ------------ --------------------
<S> <C> <C>
Brandywine Holdings, I, Inc., a Pennsylvania BRT -- 100% None
corporation
Brandywine Holdings II, Inc., a Pennsylvania BRT -- 100%(1) None
corporation
Brandywiner Holdings III, Inc., a BRT -- 100% (2) None
Pennsylvania corporation
Brandywine Norriton Corp., a Pennsylvania Gerard H. Sweeney - 50% None
corporation Anthony A. Nichols, Sr. - 50%
Brandywine Realty Services Corporation, a BOP -- 9,473 Preferred Shares Delaware
Pennsylvania corporation 27 Common Shares Maryland
BRSP(3) -- 500 Common Shares New Jersey
Ohio
</TABLE>
1. To be dissolved.
Page 23 of 25
<PAGE>
2. To be dissolved.
3. BRSP is Brandywine Realty Services Partnership.
<TABLE>
<CAPTION>
LIMITED LIABILITY COMPANY SUBSIDIARIES MEMBERS FOREIGN JURISDICTIONS IN
WHICH QUALIFIED
-------------------------------------- ------- ------------------------
<S> <C> <C>
1100 Brandywine, LLC, a Delaware limited liability BOP -- 100% Pennsylvania
company
Brandywine Acquisitions, LLC, a Delaware limited BOP -- 100% None
liability company
Brandywine Dominion, L.L.C., a Pennsylvania limited BOP -- 100% None
liability company
Brandywine F.C., L.L.C., a Pennsylvania limited BOP -- 100% None
liability company
Brandywine I.S., L.L.C., a Pennsylvania limited BOP -- 100% None
liability company
Brandywine Leasing, LLC, a Delaware limited liability BOP -- 100% Pennsylvania
company
Brandywine - Main Street, L.L.C, a Delaware limited BOP -- 99% New Jersey
liability company BA LLC -- 1%
Brandywine Norriton, L.L.C., a Pennsylvania limited BOP -- 99% None
liability company Norriton Corp. -- 1%
Brandywine P.M., L.L.C., a Pennsylvania limited BOP -- 100% None
liability company
Brandywine TB I, L.L.C., a Pennsylvania limited BOP -- 100% None
liability company
Brandywine TB II, L.L.C., a Pennsylvania limited BOP -- 100% None
liability company
Brandywine TB III, L.L.C., a Pennsylvania limited BOP -- 100% None
liability company
Brandywine Trenton Urban Renewal, L.L.C., a Delaware BOP -- 100% New Jersey
limited liability company
Brandywine New Brunswick Urban Renewal, L.L.C. BOP -- 100% (1) New Jersey
Brandywine Witmer, L.L.C., a Pennsylvania limited BOP -- 100% None
liability company
</TABLE>
1. To be dissolved in Delaware and withdrawn from New Jersey.
Page 24 of 25
<PAGE>
<TABLE>
<CAPTION>
JOINT VENTURES MEMBERS/PARTNERS
-------------- ----------------
<S> <C>
Christiana Center Operating Company I, LLC, a BOP -- 50%
Delaware limited liability company
Christiana Center Operating Company II, LLC, a BOP -- 50%
Delaware limited liability company
Four Tower Bridge Associates, a Pennsylvania limited BOP subsidiary -- 60%
partnership
Five Tower Bridge Associates, a Pennsylvania limited BOP subsidiary -- 60%
partnership
Plymouth Meeting General Partnership, a Pennsylvania BOP subsidiary -- 60%
general partnership
1000 Chesterbrook Boulevard Partnership, a BOP subsidiary -- 50%
Pennsylvania general partnership
Interstate 202 General Partnership, a Pennsylvania BOP subsidiary -- 50%
general partnership
</TABLE>
<TABLE>
<CAPTION>
PARENT TRUSTEES FOREIGN JURISDICTIONS IN
WHICH QUALIFIED
------ -------- ------------------------
<S> <C> <C>
Brandywine Realty Trust, a Maryland New Jersey
real estate investment trust Pennsylvania
</TABLE>
Page 25 of 25
<PAGE>
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 April 16, 1998 to
the Prospectus dated November 13, 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 March 4, 1998, 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, 1997; 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' Retirement System Acquisition
Properties, and of Delaware Corporate Center 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 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 26, 1997; our report dated July 21, 1997 on the combined
financial statements of revenue and certain expenses of the Green Hills
Properties for the year ended December 31, 1996 included in the Company's Form
10-Q for the quarter ended June 30, 1997; our report dated July 21, 1997 on the
combined financial statements of revenue and certain expenses of the Berwyn Park
Properties for the year ended December 31, 1996, included in the Company's Form
10-Q for the quarter ended June 30, 1997; our report dated August 21, 1997 on
the combined financial statements of revenue and certain expenses of 500 & 501
Office Center Drive for the year ended December 31, 1996 included in the
Company's Form 8-K dated September 10, 1997; our report dated October 15, 1997
on the combined financial statements of revenue and certain expenses of
Metropolitan Industrial Center for the year ended December 31, 1996, included in
the Company's Form 8-K dated October 30, 1997; our report dated October 27, 1997
on the combined financial statements of revenue and certain expenses of Atrium I
for the year ended December 31, 1996, included in the Company's Form 8-K dated
October 30, 1997; our report dated November 14, 1997 on the combined financial
statements of revenue and certain expenses of Scarborough Properties for the
year ended December 31, 1996, included in the Company's Form 8-K dated December
16, 1997; our report dated December 3, 1997 on the financial statement of
revenue and certain expenses of Bala Pointe Office Centre for the year ended
December 15, 1996, included in the Company's Form 8-K dated December 16, 1997;
and our report dated December 13, 1997 on the combined financial statement of
revenue and certain expenses of GMH Properties for the year ended December 31,
1996, included in the Company's Form 8-K dated December 17, 1997; our report
dated January 22, 1998 on the combined financial statement of revenue and
certain expenses of the RREEF Properties for the year ended December 31, 1996,
included in the Company's Form 8-K dated January 27, 1998; our report dated
January 23, 1998 on the financial statement of revenue and certain expenses of
Three Christina Centre for the year ended December 31, 1996, included in the
Company's Form 8-K dated February 23, 1998; our report dated March 24, 1998 on
the financial statement of revenue and certain expenses of Three Christina
Centre for the year ended December 31, 1997, included in the Company's Form 8-K
dated April 16, 1998; our report dated April 15, 1998 on the combined statement
of revenue and certain expenses of DKM Properties for the year ended December
31, 1997, included in the Company's Form 8-K dated April 16, 1998; and to all
references to our Firm included in the Prospectus or Prospectus Supplement.
Philadelphia, Pa., ARTHUR ANDERSEN LLP
April 16, 1998
Page 1 of 1
<PAGE>
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 November 13, 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.
Jenkintown, Pennsylvania Zelenkofske, Axelrod & Company, Ltd.
April 16, 1998
Page 1 of 1
