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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 15, 1998
BRANDYWINE REALTY TRUST
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(Exact name of registrant as specified in its charter)
MARYLAND 1-9106 23-2413352
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) file number) Identification Number)
16 Campus Boulevard, Newtown Square, Pennsylvania 19073
(Address of principal executive offices)
(610) 325-5600
(Registrant's telephone number, including area code)
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Item 5. Other Events
(i) Annual Shareholders Meeting. On May 15, 1998, the Annual Meeting
of Shareholders of the Company was held and action was taken on three matters
described in the Company's proxy statement prepared in connection with such
meeting. A brief description of each matter and the voting results follows:
1. The election of five trustees (Anthony A. Nichols, Sr.,
Gerard H. Sweeney, Warren V. Musser, Walter D'Alessio, and Charles P. Pizzi)
to the Board of Trustees to serve a term until the next annual meeting of
shareholders and until his successor is duly elected and qualified. The voting
results are summarized below:
<TABLE>
<CAPTION>
Trustee For Withheld Total
------- --- -------- -----
<S> <C> <C> <C>
Anthony A. Nichols, Sr. 29,960,886 283,492 30,244,378
Gerard H. Sweeney 29,954,981 289,397 30,244,378
Warren V. Musser 25,492,419 4,751,959 30,244,378
Walter D'Alessio 29,945,586 298,792 30,244,378
Charles P. Pizzi 30,080,153 164,225 30,244,378
</TABLE>
2. An amendment to the Declaration of Trust of the Company:
30,062,460 Votes in favor
58,436 Votes against
123,480 Abstentions
none Broker non-votes
3. Adoption of the Amended and Restated 1997 Long-Term
Incentive Plan received votes as follows:
15,140,049 Votes in favor
9,844,917 Votes against
1,096,378 Abstentions
4,163,037 Broker non-votes
Each of the matters presented above received a sufficient amount of
votes to be approved.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
3.1 - Article of Amendment (filed May 18, 1998)
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BRANDYWINE REALTY TRUST
Date: June 3, 1998 By: /s/ Gerard H. Sweeney
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Title: President and Chief Executive
Officer
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Exhibit 3.1
BRANDYWINE REALTY TRUST
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The Declaration of Trust of Brandywine Realty Trust,
a Maryland real estate investment trust (the "Company"), is hereby amended by
deleting existing Sections 6.6(g) and 6.6(l) of Article 6 in their entirety
and substituting in lieu thereof the following new Sections:
6.6(g) Remedies Not Limited. Subject to Section
6.6(1) hereof, nothing contained in this Section 6.6 shall
limit the authority of the Board of Trustees to take such
other action as it deems necessary or advisable to protect
the Trust and the interests of its Shareholders by
preserving the Trust's REIT status.
6.6(1) New York Stock Exchange Transactions.
Nothing in this Section 6.6 (including without limitation
the authority of the Board contained in Section 6.6(g)
hereof) shall preclude the settlement of any transaction
entered into through the facilities of the New York Stock
Exchange, any successor exchange or quotation system
thereto, or any other exchange or quotation system over
which the Shares may be traded from time to time. The fact
that the settlement of any transaction occurs shall not
negate the effect of any other provision of this Article 6
and any transferee in such a transaction shall be subject to
all of the provisions and limitations set forth in this
Article 6.
SECOND: The foregoing amendments to the Declaration of Trust
of the Company have been duly advised by the Board of Trustees of the Company
and approved by the shareholders of the Trust as required by law.
THIRD: The undersigned President acknowledges these Articles
of Amendment to be the trust act of the Company and, as to all matters or
facts required to be verified under oath, the undersigned President
acknowledges that, to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.
IN WITNESS WHEREOF, the Company has caused these Articles of
Amendment to be signed in its name and on its behalf by its President and
attested to by its Secretary on this 15th day of May, 1998.
ATTEST: BRANDYWINE REALTY TRUST
/s/ Mark S. Kripke /s/ Gerard H. Sweeney (SEAL)
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Mark S. Kripke Gerard H. Sweeney
Assistant Secretary Chief Executive Officer
and President
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