<PAGE>
As filed with the Securities and Exchange Commission on May 18, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRANDYWINE REALTY TRUST
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(Exact name of registrant as specified in its charter)
Maryland 23-2413352
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16 Campus Boulevard
Newtown Square, Pennsylvania 19073
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN
------------------------
(Full title of the plan)
Gerard H. Sweeney
President and Chief Executive Officer
16 Campus Boulevard
Newtown Square, Pennsylvania 19073
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(Name and address of agent for service)
(610) 325-5600
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(Telephone number, including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________________
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per unit(1) offering price(1) registration fee
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Common Shares of Beneficial Interest,
par value $.01 per share............. 4,250,000 shares $23.1875 $98,546,875 $29,071.33
____________________________________________________________________________________________________________________________________
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) based on the average of the high and low
reported sales prices per share on the New York Stock Exchange on May 12,
1998.
-1-
<PAGE>
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, the contents of
Brandywine Realty Trust's Registration Statement on Form S-8
(No. 333-28427)(the "Prior Registration Statement") are incorporated by
reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required to be set forth herein which is not
contained herein or in the Exhibits hereto is contained in the Prior
Registration Statement.
Item 8. Exhibits.
5.1 Opinion of Pepper Hamilton LLP
5.2 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Zelenkofske, Axelrod & Co., Ltd.
23.3 Consent of Pepper Hamilton LLP (contained in Exhibit 5.1)
23.4 Consent of Ballard Spahr Andrews and Ingersoll, LLP (contained in
Exhibit 5.2)
24 Power of Attorney (contained in the signature pages hereto)
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Philadelphia, Commonwealth of
Pennsylvania, on May 18, 1998.
BRANDYWINE REALTY TRUST
By: /s/ Gerard H. Sweeney
-------------------------------------
Gerard H. Sweeney
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anthony A. Nichols, Sr. and
Gerard H. Sweeney his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully as to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agent or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/Anthony A. Nichols, Sr. Chairman of the Board and Trustee May 18, 1998
- --------------------------------
Anthony A. Nichols, Sr.
/s/ Gerard H. Sweeney President, Chief Executive Officer May 18, 1998
- -------------------------------- and Trustee (Principal Executive
Gerard H. Sweeney Officer)
/s/ Mark S. Kripke Chief Financial Officer (Principal May 18, 1998
- -------------------------------- Financial and Accounting Officer)
Mark S. Kripke
/s/ Walter D. Alessio Trustee May 18, 1998
- --------------------------------
Walter D'Alessio
/s/ Charles P. Pizzi Trustee May 18, 1998
- --------------------------------
Charles P. Pizzi
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Exhibit
Number Description
- ------- -----------
5.1 Opinion of Pepper Hamilton LLP
5.2 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Zelenkofske, Axelrod & Co., Ltd.
<PAGE>
Exhibit 5.1
-----------
May 18, 1998
Brandywine Realty Trust
16 Campus Boulevard
Newtown Square, PA 19073
Re: Amended and Restated 1997 Long-Term Incentive Plan
Ladies and Gentlemen:
You have requested our opinion, as counsel for Brandywine Realty
Trust, a Maryland real estate investment trust (the "Company"), in connection
with its Registration Statement on Form S-8 (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "Securities Act"), which
registers the offer and sale of 5,000,000 common shares of beneficial
interest, par value $.01 per share (the "Shares") of the Company, issuable
pursuable to the Company's Amended and Restated 1997 Long-Term Incentive Plan
(the "Plan").
We have examined such records and documents and have made such
examination of law as we have deemed relevant in connection with this opinion.
Based upon such examination, it is our opinion that when there has been
compliance with the Securities Act and applicable state securities laws, the
Shares, when issued against payment pursuant to their terms and the Plan, will
be validly issued, fully paid and nonassessable. Insofar as this opinion
relates to matters of Maryland law, we have relied exclusively upon the
opinion of Ballard Spahr Andrews & Ingersoll, LLP addressed to the Company
dated as of the date hereof.
We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of the name of our firm therein. In
doing so, we do not admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations
of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Pepper Hamilton LLP
---------------------------
Pepper Hamilton LLP
<PAGE>
Exhibit 5.2
-----------
May 18, 1998
Brandywine Realty Trust
16 Campus Boulevard
Newton Square, PA 19073
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Brandywine
Realty Trust, a Maryland real estate investment trust (the "Company"), in
connection with certain matters of Maryland law arising out of the
registration of 5,000,000 common shares of beneficial interest, $.01 par value
per share, of the Company (the "Shares") covered by the above-referenced
Registration Statement (the "Registration Statement"), filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). The Shares are to be
issued by the Company pursuant to the Company's Amended and Restated 1997
Long-Term Incentive Plan (the "Plan"). Capitalized terms used but not defined
herein shall have the meanings given to them in the Registration Statement.
In connection with our representation of the
Company, and as a basis for the opinion hereinafter set forth, we have
examined originals, or copies certified or otherwise identified to our
satisfaction, of the following documents (hereinafter collectively referred to
as the "Documents"):
1. The Registration Statement, filed with the
Securities and Exchange Commission (the "Commission"), pursuant to the 1933
Act;
2. The Amended and Restated Declaration of Trust
of the Company, as amended (the "Declaration"), certified as of a recent date
by the State Department of Assessments and Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company, certified as of a
recent date by its Secretary;
4. Resolutions adopted by the Board of Trustees of
the Company (the "Board") relating to the approval of the Plan, certified as
of a recent date by the Secretary of the Company;
5. Resolutions adopted by the Board relating to
the issuance and registration of the Shares, certified as of a recent date by
the Secretary of the Company;
6. A specimen of the certificate evidencing the
Shares, certified as of a recent date by the Secretary of the Company;
7. A certificate of the SDAT as of a recent date
as to the good standing of the Company;
8. A certificate executed by the Secretary of the
Company, dated May 18, 1998;
9. A copy of the Plan, certified as of a recent
date by the Secretary of the Company; and
<PAGE>
10. Such other documents and matters as we have
deemed necessary or appropriate to express the opinion set forth in this
letter, subject to the assumptions, limitations and qualifications stated
herein.
In expressing the opinion set forth below, we have
assumed, and so far as is known to us there are no facts inconsistent with,
the following:
1. Each of the parties (other than the Company)
executing any of the Documents has duly and validly executed and delivered
each of the Documents to which such party is a signatory, and such party's
obligations set forth therein are legal, valid and binding and are enforceable
in accordance with all stated terms.
2. Each individual executing any of the Documents
on behalf of a party (other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents,
whether on behalf of such individual or another person, is legally competent
to do so.
4. All Documents submitted to us as originals are
authentic. All Documents submitted to us as certified or photostatic copies
conform to the original documents. All signatures on all such Documents are
genuine. All public records reviewed or relied upon by us or on our behalf are
true and complete. All statements and information contained in the Documents
are true and complete. We have relied on statements and information contained
in certificates of officers of the Company. There are no oral or written
modifications or amendments to the Documents, and there has been no waiver of
any of the provisions of the Documents, by action or conduct of the parties or
otherwise.
5. The Shares will not be issued in violation of
any restriction or limitation contained in the Declaration.
6. The Company will be in good standing with the
SDAT at the date on which the Shares are actually issued.
The phrase "known to us" is limited to the actual
knowledge, without independent inquiry, of the lawyers at our firm who have
performed legal services in connection with the transaction giving rise to the
issuance of this opinion.
Based upon the foregoing, and subject to the
assumptions, limitations and qualifications stated herein, it is our opinion
that:
1. The Company is a real estate investment trust
duly organized and existing under and by virtue of the laws of the State of
Maryland and is in good standing with the SDAT.
2. The Shares have been duly authorized for
issuance pursuant to the Plan and, when and if issued and delivered against
payment therefor in the manner described in the Plan, the Registration
Statement and the resolutions of the Board of the Company authorizing their
issuance and assuming that the sum of (a) all shares of beneficial interest
issued and outstanding as of the date hereof, (b) any shares of beneficial
interest issued between the date hereof and the dates on which the Shares are
actually issued and (c) the Shares will not exceed the total number of shares
of beneficial interest that the Company is authorized to issue, the Shares
will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the
substantive laws of the State of Maryland and we do not express any opinion
herein concerning any other law. The opinion expressed herein is subject to
the effect of judicial decisions which may permit the introduction of parol
evidence to modify the terms on the interpretation of agreements. We express
no opinion as to compliance with the securities (or "blue sky") laws or the
real estate syndication laws of the State of Maryland.
<PAGE>
We assume no obligation to supplement this opinion
if any applicable law changes after the date hereof or if we become aware of
any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to the Company
solely for submission to the Securities and Exchange Commission as an exhibit to
the Registration Statement and, accordingly, may not be relied upon by, quoted
n any manner to, or delivered to any other person or entity (except Pepper
Hamilton LLP, counsel to the Company) without, in each instance, our prior
written consent.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the use of the name of our
firm therein. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews and Ingersoll, LLP
--------------------------------------------
Ballard Spahr Andrews and Ingersoll, LLP
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 (the
"Registration Statement") of Brandywine Realty Trust (the "Company") of: 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 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 17, 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 17, 1997; and our report dated December
13, 1997 on the combined financial statements 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 financial statements
of revenue and certain expenses of DKM Properties for the year ended December
31, 1997, included in the Company's Form 8-K/A dated April 16, 1998; our
report dated April 27, 1998 on the combined financial statements of revenue
and certain expenses of First Commercial Properties for the year ended
December 31, 1997, included in the Company's Form 8-K dated May 14, 1998; our
report dated May 1, 1998 on the financial statement of revenue and certain
expenses of One Christina Centre for the year ended December 31, 1997,
included in the Company's Form 8-K dated May 14, 1998; and to all references
to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
------------------------
Arthur Andersen LLP
Philadelphia, Pennsylvania
May 18, 1998
<PAGE>
Exhibit 23.2
------------
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 (the "Registration Statement") of
Brandywine Realty Trust of our report dated June 19, 1997 included in the
Current Report on Form 8-K dated June 26, 1997 of Brandywine Realty Trust and
to all references to our firm and our report dated June 19, 1997 included in
the Prospectus in the Registration Statement.
/s/ Zelenkofske, Axelrod & Company, Ltd.
----------------------------------------
Zelenkofske, Axelrod & Company, Ltd.
Jenkintown, Pennsylvania
May 18, 1998
