UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BRANDYWINE REALTY TRUST
-------------------------------------------------------------------------
(Name of Issuer)
Common Shares, par value $0.01 per share
-------------------------------------------------------------------------
(Title of Class of Securities)
105368203
-----------------------------------------
(CUSIP Number)
Scott D. Hoffman, Esq. Marjorie L. Reifenberg, Esq.
Lazard Freres & Co. LLC Lazard Freres Real Estate
30 Rockefeller Plaza Investors L.L.C.
New York, NY 10020 LF Strategic Realty Investors L.P.
(212) 632-6000 Commonwealth Atlantic Properties
Investors Trust
30 Rockefeller Plaza
New York, NY 10020
(212) 632-6000
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic Operating Properties Inc.
Commonwealth Atlantic Land I Inc.
Commonwealth Atlantic Land II Inc.
Commonwealth Atlantic Land III Inc.
Commonwealth Atlantic Land V Inc.
Richmond Land Corporation
Commonwealth Atlantic Holding I Inc.
Commonwealth Atlantic Development Inc.
66 Canal Center Plaza, 7th Floor
Alexandria, VA 23219
with a copy to:
Mario Ponce, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 2, 2000
---------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
<PAGE>
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box /_/.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act.
(Continued on following pages)
-2-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 3 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lazard Freres & Co. LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,482,143
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
3,482,143
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,482,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.79%
14 TYPE OF REPORTING PERSON
OO (limited liability company)
-3-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 4 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lazard Freres Real Estate Investors L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,482,143
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,482,143
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,482,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.79%
14 TYPE OF REPORTING PERSON
OO (limited liability company)
-4-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 5 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LF Strategic Realty Investors L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,482,143
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,482,143
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,482,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.79%
14 TYPE OF REPORTING PERSON
PN (limited partnership)
-5-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 6 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Operating Properties Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,897,400
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,897,400
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,897,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.31%
14 TYPE OF REPORTING PERSON
CO
-6-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 7 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Land II Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES 506,663
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,897,400
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 506,663
10 SHARED DISPOSITIVE POWER
2,897,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,404,063
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.59%
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 8 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Land III Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,897,400
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
2,897,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,897,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.31%
14 TYPE OF REPORTING PERSON
CO
-8-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 9 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Land V Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,897,400
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
2,897,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,897,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.31%
14 TYPE OF REPORTING PERSON
CO
-9-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 10 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Land I Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,897,400
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
2,897,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,897,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.31%
14 TYPE OF REPORTING PERSON
CO
-10-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 11 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richmond Land Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,897,400
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
2,897,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,897,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.31%
14 TYPE OF REPORTING PERSON
CO
-11-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 12 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Holding I Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,897,400
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,897,400
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,897,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.31%
14 TYPE OF REPORTING PERSON
CO
-12-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 13 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Properties Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,482,143
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,482,143
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,482,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.79%
14 TYPE OF REPORTING PERSON
CO
-13-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 14 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Properties Investors Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,482,143
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
3,482,143
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,482,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.79%
14 TYPE OF REPORTING PERSON
CO
-14-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 15 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Atlantic Development Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
7 SOLE VOTING POWER
NUMBER OF
SHARES 78,080
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 78,080
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,080
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
CO
-15-
<PAGE>
This Amendment No. 3, dated July 2, 2000, is filed by Lazard
Freres & Co. LLC, a New York limited liability company ("Lazard"), Lazard
Freres Real Estate Investors L.L.C., a New York limited liability company
("LFREI"), LF Strategic Realty Investors L.P., a Delaware limited
partnership ("LF Realty"), Commonwealth Atlantic Operating Properties
Inc., a Virginia corporation ("CAOP"), Commonwealth Atlantic Land II
Inc., a Virginia corporation ("CAL"), Commonwealth Atlantic Development
Inc., a Virginia corporation ("CADI"), Commonwealth Atlantic Land I Inc.,
a Virginia corporation ("CAL I"), Commonwealth Atlantic Land III Inc., a
Virginia corporation ("CAL III"), Commonwealth Atlantic Land V Inc., a
Virginia corporation ("CAL V"), Richmond Land Corporation, a Virginia
corporation ("RLC"), Commonwealth Atlantic Holding I Inc., a Virginia
corporation ("CAHI"), Commonwealth Atlantic Properties Inc., a Virginia
real estate investment trust ("CAPI"), and Commonwealth Atlantic
Properties Investors Trust, a Maryland real estate investment trust
("CAPIT", and together with Lazard, LFREI, LF Realty, CAOP, CAL, CADI,
CALI, CAL III, CAL V, RLC, CAHI and CAPI, the "Reporting Persons") .
Capitalized terms used herein but not defined shall have the meanings
ascribed thereto in the Schedule 13D dated July 31, 1999, as amended,
filed by the Reporting Persons (as amended, the "Initial Schedule 13D").
This Amendment hereby amends and supplements the Initial Schedule 13D.
All items not described herein remain as previously reported in the
Initial Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
See Item 5(c).
Item 5. Interest in Securities of the Issuer
(a) As a result of the issuance of 400,000 Preferred Units to
CAOP as described in Item 5(c), as of July 2, 2000, assuming the
conversion by each Reporting Person of its Preferred Units into Class A
Units, at a conversion price of $28.00 per unit, and the subsequent
conversion of such Class A Units into Common Shares, the Reporting
Persons will beneficially own Common Shares of Brandywine as follows:
1. CAOP will own of record and beneficially 2,897,400, or
7.31%, of the outstanding Common Shares,
2. CADI will own of record and beneficially 78,080, or 0.2%,
of the outstanding Common Shares,
3. CAL will own beneficially 3,404,063 (506,663 which it
will own of record and 2,897,400 which it may be deemed
to beneficially own by virtue of its indirect interest in
CAOP), or 8.59%, of the outstanding Common Shares,
4. CAHI, as the sole shareholder of CAOP, may be deemed to
beneficially own 2,897,400, or 7.31%, of the outstanding
Common Shares,
-16-
<PAGE>
5. each of CAL I, CAL III, CAL V and RLC, as shareholders of
CAHI, may be deemed to beneficially own 2,897,400, or
7.31% of the outstanding Common Shares,
6. CAPI, as the 100% direct and indirect shareholder of
CAOP, CAL and CADI, may be deemed to beneficially own
3,482,143, or 8.79%, of the outstanding Common Shares,
7. CAPIT, as a shareholder of CAPI, may be deemed to
beneficially own 3,482,143, or 8.79%, of the outstanding
Common Shares,
8. LF Realty, as the 100% direct and indirect shareholder of
CAPI and CAPIT, may be deemed to beneficially own
3,482,143, or 8.79%, of the outstanding Common Shares,
9. LFREI, as the general partner of LF Realty, may be deemed
to beneficially own 3,482,143, or 8.79%, of the
outstanding Common Shares, and
10. Lazard, as the managing member of LFREI, may be deemed to
beneficially own 3,482,143, or 8.79%, of the outstanding
Common Shares.
LFREI and Lazard disclaim beneficial ownership of any of the Common
Shares reported in this statement.
(b) Assuming full conversion in each case as described above,
LF Realty, LFREI and Lazard would each have the sole power to direct the
vote and disposition of 3,482,143 Common Shares. Each of CAOP, CAL and
CADI would have the power to vote or dispose of or direct the vote or
disposition of the Common Shares it owns of record, as described in Item
5(a). CAHI, as the sole shareholder of CAOP, may be deemed to have the
sole power to direct the vote or disposition of the Common Shares owned
by CAOP. Each of CAL, CAL I, CAL III, CAL V, RLC and CAPI, as the
shareholders of CAHI, may be deemed to have the shared power to direct
the vote or disposition of the Common Shares owned by CAOP. CAPI as the
100% direct and indirect shareholder of CAOP, CAL and CADI may be deemed
to have the sole power to direct the vote or disposition of the Common
Shares owned by CAOP, CAL and CADI. CAPIT as a shareholder of CAPI may
be deemed to have the shared power along with LF Realty to direct the
vote or disposition of the Common Shares held by CAOP, CAL and CADI.
(c) On August 31, 1999, Brandywine issued 400,000 Preferred
Units to CAOP in exchange for certain real estate and real estate related
assets. Each of these 400,000 Preferred Units has a liquidation
preference of $50 and, as of August 31, 2000, may be redeemed at the
option of CAOP for Class A Units at a conversion price of $28 per unit;
provided that if the Common Shares have traded at $23 per share or lower
during the 60 trading day period ending December 31, 2003, the conversion
price is reduced to $26.50.
-17-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
LAZARD FRERES & CO. LLC
By: /s/ Scott D. Hoffman
---------------------------------
Name: Scott D. Hoffman
Title: Managing Director
Date: June 6, 2000
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
LAZARD FRERES REAL ESTATE INVESTORS L.L.C.
By: /s/ John A. Moore
------------------------------------------
Name: John A. Moore
Title: Chief Financial Officer
Date: June 6, 2000
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
LF STRATEGIC REALTY INVESTORS L.P.
By: Lazard Freres Real Estate Investors L.L.C.,
its general partner
By: /s/ John A. Moore
------------------------------------------
Name: John A. Moore
Title: Chief Financial Officer
Date: June 6, 2000
-18-
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
COMMONWEALTH ATLANTIC OPERATING PROPERTIES INC.
By: /s/ John A. Moore
-------------------------------------------
Name: John A. Moore
Title: Vice President
Date: June 6, 2000
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
COMMONWEALTH ATLANTIC LAND II INC.
By: /s/ John A. Moore
-------------------------------------------
Name: John A. Moore
Title: Vice President
Date: June 6, 2000
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
COMMONWEALTH ATLANTIC DEVELOPMENT INC.
By: /s/ John A. Moore
------------------------------------------
Name: John A. Moore
Title: Vice President
Date: June 6, 2000
-19-
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
COMMONWEALTH ATLANTIC PROPERTIES
INVESTORS TRUST
By: /s/ John A. Moore
------------------------------------------
Name: John A. Moore
Title: Vice President
and Chief Financial Officer
Date: June 6, 2000
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
COMMONWEALTH ATLANTIC PROPERTIES INC.
By: /s/ John A. Moore
------------------------------------------
Name: John A. Moore
Title: Vice President
Date: June 6, 2000
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
COMMONWEALTH ATLANTIC LAND III INC.
By: /s/ John A. Moore
------------------------------------------
Name: John A. Moore
Title: Vice President
Date: June 6, 2000
-20-
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
COMMONWEALTH ATLANTIC LAND V INC.
By: /s/ John A. Moore
------------------------------------------
Name: John A. Moore
Title: Vice President
Date: June 6, 2000
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
COMMONWEALTH ATLANTIC HOLDING I INC.
By: /s/ John A. Moore
-------------------------------------------
Name: John A. Moore
Title: Vice President
Date: June 6, 2000
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
RICHMOND LAND CORPORATION
By: /s/ John A. Moore
------------------------------------------
Name: John A. Moore
Title: Vice President
Date: June 6, 2000
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<PAGE>
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
COMMONWEALTH ATLANTIC LAND I INC.
By: /s/ John A. Moore
------------------------------------------
Name: John A. Moore
Title: Vice President
Date: June 6, 2000
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