UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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, Commonwealth Atlantic
Lazard Freres & Co. Esq. Properties Inc.
LLC Lazard Freres Real Estate Commonwealth Atlantic
30 Rockefeller Plaza Investors L.L.C. Operating Properties
New York, NY 10020 LF Strategic Realty Inc.
(212) 632-6000 Investors L.P. Commonwealth Atlantic
Prometheus AAPT Holdings, Land I Inc.
L.L.C. Commonwealth Atlantic
Commonwealth Atlantic Land II Inc.
Properties Investors Commonwealth Atlantic
Trust Land III Inc.
30 Rockefeller Plaza Commonwealth Atlantic
New York, NY 10020 Land V Inc.
(212) 632-6000 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
___________________________________________________________
<PAGE>
(Name, Address and Telephone Number of Person Authorized to Receive
Noticesand Communications)
April 25, 2000
______________________________________________________
(Date of Event which Requires Filing of this Statement)
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 39 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 2,768,417
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,768,417
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,768,417
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11%
14 TYPE OF REPORTING PERSON
OO (limited liability company)
-3-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 4 of 39 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 2,768,417
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,768,417
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,768,417
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11%
14 TYPE OF REPORTING PERSON
OO (limited liability company)
-4-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 5 of 39 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 2,768,417
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,768,417
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,768,417
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11%
14 TYPE OF REPORTING PERSON
PN (limited partnership)
-5-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 6 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prometheus AAPT Holdings, 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
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
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14 TYPE OF REPORTING PERSON
OO (limited liability company)
-6-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 7 of 39 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 2,183,114
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,183,114
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,114
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
CO
-7-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 8 of 39 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 2,183,114
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 506,663
10 SHARED DISPOSITIVE POWER
2,183,114
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,689,777
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
CO
-8-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 9 of 39 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 2,183,114
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
2,183,114
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,114
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
CO
-9-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 10 of 39 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 2,183,114
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
2,183,114
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,114
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
CO
-10-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 11 of 39 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 2,183,114
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
2,183,114
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,114
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
CO
-11-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 12 of 39 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 2,183,114
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
2,183,114
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,114
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
CO
-12-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 13 of 39 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 2,183,114
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,183,114
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,114
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
CO
-13-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 14 of 39 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 2,767,856
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,767,856
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,767,856
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11%
14 TYPE OF REPORTING PERSON
CO
-14-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 15 of 39 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 2,767,856
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
2,767,856
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,767,856
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11%
14 TYPE OF REPORTING PERSON
CO
-15-
<PAGE>
SCHEDULE 13D
CUSIP No. 105368203 Page 16 of 39 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
-16-
<PAGE>
This Amendment No. 2, dated April 25, 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"), Prometheus AAPT
Holdings, L.L.C., a Delaware limited liability company
("Holdings"), 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, Holdings, 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 2. Identity and Background
(a), (b), (c) and (f). The information set forth in
Amendment No. 1 to the Schedule 13D dated July 31, 1999 regarding
Lazard, persons who may be deemed to be in control of Lazard and
the executive officers and directors of Reporting Persons other
than Lazard is hereby amended and supplemented as follows:
On a day to day basis, Lazard is run by a management
committee. The name, business address, principal occupation or
employment, and citizenship of each of the members of the
management committee of Lazard are set forth on Schedule 1 hereto
and are incorporated by reference herein. Lazard is wholly-owned
by Lazard LLC, a Delaware limited liability company ("LLLC") and
therefore LLLC may be viewed as controlling Lazard. LLLC is a
holding company. The Lazard Board of LLLC and the Executive
Committee of Lazard Strategic Coordination Company LLC ("LSCC"),
a Delaware limited liability company which is wholly-owned by LLLC,
control LLLC. LSCC manages LLLC. The name, business address,
principal occupation or employment, and citizenship of the members
of the Lazard Board of LLLC and the Executive Committee of LSCC
are set forth on Schedules 13 and 14, respectively, attached
hereto and are incorporated by reference herein. The principal
business office of LLLC is 3711 Kennett Pike, Suite 120, P.O. Box
-17-
<PAGE>
4649, Greenville, DE 19807-4649 and LSCC is c/o Corporation Trust,
1209 Orange Street, Wilmington, DE 19806. Lazard, on behalf of
LLLC and LSCC, disclaims any beneficial ownership such
entities may be deemed to have of any shares of Common Stock
reported in this statement. The name, business address and
principal occupation or employment of the executive officers and
directors of the Reporting Persons other than Lazard are set forth
on Schedules 2 through 12 hereto and are incorporated by reference
herein. Each executive officer listed on Schedules 2 through 12 is
a citizen of the United States.
(d) and (e). During the last five years, none of the
Reporting Persons, LLLC, LSCC nor, to the best knowledge of any
Reporting Person, any of the persons listed on Schedules 1
through 14 (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor
(i) has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction, and is or was, as a
result of such proceeding, subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer
(a) As a result of the sale of its Preferred Shares as
described in Item 5(c) hereof, Holdings is no longer the beneficial
owner of any Common Shares. Furthermore, after giving effect to
the transactions described in Item 5(c) hereof, and assuming each
of the Reporting Persons owning Preferred Units converts all its
Preferred Units to Class A Units, at a conversion price of $28.00
per unit, which are then converted to Common Shares, LF Realty,
LFREI and Lazard will each beneficially own 2,768,417, or 7.11%, of
the outstanding Common Shares of Brandywine (based on Brandywine's
Annual Report on form 10K for the period ended December 31, 1999,
as filed with the Securities and Exchange Commission).
(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 2,768,417 Common Shares.
(c) On April 25, 2000, Holdings sold to Security Capital
Preferred Growth Incorporated ("Security Capital") 750,000
Preferred Shares for $25,000,000, plus $186,727 for accrued and
unpaid dividends, in accordance with terms of the Purchase
Agreement (the "Purchase Agreement") dated April 20, 2000 by and
between Security Capital, Holdings and LF Realty.
On June 4, 1999, Brandywine issued to Matthew J. Lustig,
a Managing Director of Lazard and LF Realty's nominee to
Brandywine's board of directors, 560 Common Shares as part of his
compensation for serving as a Brandywine director. As required by
LFREI's policy, Mr. Lustig transferred all of his Brandywine board
-18-
<PAGE>
fees, including the 560 Common Shares, to LF Realty. Such Common
Shares were transferred on June 4, 1999.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
As previously reported in Amendment No. 1 to the Schedule
13D dated July 31, 1999, Holdings, in accordance with the terms of
a Custodian Agreement dated November 17, 1999, pledged the 750,000
Preferred Shares as collateral for a certain credit facility (the
"Facility") made available by Merrill Lynch International ("MLI")
to certain Borrowers. In accordance with the terms of the
Custodian Agreement, the 750,000 Preferred Shares were held in a
Collateral Account set up by MLI.
Concurrently with the sale of the 750,000 Preferred
Shares to Security Capital on April 25, 2000, the amounts due
under the Facility were repaid in full by the Borrowers and, in
accordance with the terms of the Facility and the Custodian
Agreement, the 750,000 Preferred Shares were released from the
Collateral Account free and clear of any lien or security interest
that MLI previously had in those shares pursuant to the Facility or
the Custodian Agreement.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Purchase Agreement.
-19-
<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: May 8 , 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: May 8 , 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: May 8 , 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.
PROMETHEUS AAPT HOLDINGS, L.L.C.
By: LF Strategic Realty Investors
L.P.,
its sole member
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: May 8 , 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 OPERATING
PROPERTIES INC.
By: /s/ John A. Moore
-------------------------
Name: John A. Moore
Title: Vice President
Date: May 8 , 2000
---------
-21-
<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 II INC.
By: /s/ John A. Moore
-------------------------
Name: John A. Moore
Title: Vice President
Date: May 8 , 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: May 8 , 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
INVESTORS TRUST
By: /s/ John A. Moore
-------------------------
Name: John A. Moore
Title: Vice President
and Chief Financial Officer
Date: May 8 , 2000
----------
-22-
<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 INC.
By: /s/ John A. Moore
-------------------------
Name: John A. Moore
Title: Vice President
Date: May 8 , 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: May 8 , 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 V INC.
By: /s/ John A. Moore
-------------------------
Name: John A. Moore
Title: Vice President
Date: May 8 , 2000
---------
-23-
<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
HOLDING I INC.
By: /s/ John A. Moore
-------------------------
Name: John A. Moore
Title: Vice President
Date: May 8 , 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: May 8 , 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 I INC.
By: /s/ John A. Moore
-------------------------
Name: John A. Moore
Title: Vice President
Date: May 8 , 2000
---------
-24-
<PAGE>
SCHEDULE 1
Set forth below are the names of each of the
members of the management committee of Lazard Freres & Co. LLC.
Except as otherwise indicated, the principal occupation of each
such person is managing director of Lazard Freres & Co. LLC, the
business address of each such person is 30 Rockefeller Plaza, New
York, New York 10020 and each person is a citizen of the United
States.
Business Address and
Principal Occupation
Name (if other than as indicated above) Citizenship
----- ---------------------------------- -----------
Michel A. David-Weill Chairman and Chief Executive France
of Lazard LLC and Chief Executive
Officer of Lazard Freres & Co. LLC
Norman Eig
Steven J. Golub
Herbert W. Gullquist
Melvin L. Heineman
Kenneth M. Jacobs
William R. Loomis, Jr. Deputy Chief Executive of
Lazard Freres & Co. LLC
David L. Tashjian
-25-
<PAGE>
SCHEDULE 2
The business address for each of the following persons is
30 Rockefeller Plaza, New York, NY 10020.
Executive Officers of Lazard Freres Real Estate Investors L.L.C.
Name of Officer Present and Principal Occupation
--------------- --------------------------------
Robert C. Larson Chairman
Michael G. Medzigian President and Chief Executive Officer
Mark S. Ticotin Principal and Executive Vice President
John A. Moore Principal and Chief Financial Officer
Marjorie L. Reifenberg Principal, General Counsel
and Secretary
Henry C. Herms Controller
-26-
<PAGE>
SCHEDULE 3
EXECUTIVE OFFICERS AND TRUSTEES OF CAPIT
NAME OF OFFICER PRESENT OFFICE
OR TRUSTEE BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Michael G. Medzigian 30 Rockefeller Plaza President and Trustee
New York, NY 10020
Mark S. Ticotin 30 Rockefeller Plaza Vice President and
Trustee New York, NY 10020 of CAPIT
John A. Moore 30 Rockefeller Plaza Vice President,
Chief New York, NY 10020 Financial Officer
and Trustee of CAPIT
Henry C. Herms 30 Rockefeller Plaza Treasurer of CAPIT
New York, NY 10020
Marjorie L. Reifenberg 30 Rockefeller Plaza Secretary of CAPIT
New York, NY 10020
-27-
<PAGE>
SCHEDULE 4
EXECUTIVE OFFICERS AND DIRECTORS OF CAPI
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza Chairman and Director
New York, NY 10020 of CAPI
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAPI
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CAPI
New York, NY 10020
Christopher L. Keefer McGuire Woods Assistant Secretary of
Battle & Boothe, LLP CAPI
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 022102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAPI
New York, NY 10020
Brent W. Sinnett 600 East Main Street, Chief Financial Officer
Suite 2300 of CAPI
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza, President and Director of
7th Floor CAPI
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary pf CAPI
& Boothe, LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030
Adrianne M. Horne CT Corporation System Director of CAPI
Corporation Trust
Center, 1209 Orange Street
Wilmington, DE 19801
-28-
<PAGE>
Jeffrey I. Sofferman 66 Canal Center Plaza, Vice President of CAPA
7th Floor
Alexandria, VA 22314
-29-
<PAGE>
SCHEDULE 5
EXECUTIVE OFFICERS AND DIRECTORS OF CAL I
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza Chairman and Director
New York, NY 10020 of CAL I
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAL I
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CAL I
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Secretary of CAL I
& Boothe, LLPAssistant
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 22102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAL I
New York, NY 10020
Brent W. Sinnett 600 East Main Street, Chief Financial Officer
Suite 2300 of CAL I
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza, President
7th Floor and Director of CAL I
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CAL I
& Boothe, LLP
One James Center
901 East Cary Street,
Richmond, VA 23219-4030
Adrianne M. Horne CT Corporation System Director of CAL I
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Jeffrey I. Sofferman 66 Canal Center Plaza, Vice President of CAL I
7th Floor
Alexandria, VA 22314
-30-
<PAGE>
SCHEDULE 6
EXECUTIVE OFFICERS AND DIRECTORS OF CAL
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
---------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza Chairman and Director
New York, NY 10020 of CAL
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAL
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CAL
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary of CAL
& Boothe, LLP
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 22102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAL
New York, NY 10020
Brent W. Sinnett 600 East Main Street, Chief Financial Officer
Suite 2300 of CAL
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza, President
7th Floor and Director of CAL
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CAL
& Boothe, LLP
One James Center,
901 East Cary Street
Richmond, VA 23219-4030
Camilia M. Denny CT Corporation System Director of CAL
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Jeffrey I. Sofferman 66 Canal Center Plaza, President of CAL
7th FloorVice
Alexandria, VA 22314
-31-
<PAGE>
SCHEDULE 7
EXECUTIVE OFFICERS AND DIRECTORS OF CAL III
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza Chairman and Director
New York, NY 10020 of CAL III
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAL III
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CAL III
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary
& Boothe, LLP of CAL III
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 22102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAL III
New York, NY 10020
Brent W. Sinnett 600 East Main Street, Chief Financial Officer
Suite 2300 of CAL III
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza, President and Director
7th Floor of CAL III
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CAL III
& Boothe, LLP
One James Center,
901 East Cary Street
Richmond, VA 23219-4030
Mary Ann Brzoska CT Corporation System Director of CAL III
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Jeffrey I. Sofferman 66 Canal Center Plaza,
7th FloorVice
President of CAL III
Alexandria, VA 22314
-32-
<PAGE>
SCHEDULE 8
EXECUTIVE OFFICERS AND DIRECTORS OF CAL V
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza Chairman and Director
New York, NY 10020 of CAL V
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAL V
New York, NY 10020
John A. Moore 30 Rockefeller Plaza, Vice President of CAL V
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary
& Boothe, LLP of CAL V
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 22102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAL V
New York, NY 10020
Brent W. Sinnett 600 East Main Street, Chief Financial Officer
Suite 2300 of CAL V
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza, President and Director
7th Floor of CAL V
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CAL V
& Boothe, LLP
One James Center,
901 East Cary Street
Richmond, VA 23219-4030
Bonnie A. Schuman CT Corporation System Director of CAL V
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Jeffrey I. Sofferman 66 Canal Center Plaza, Vice President of CAL V
7th Floor
Alexandria, VA 22314
-33-
<PAGE>
SCHEDULE 9
EXECUTIVE OFFICERS AND DIRECTORS OF CADI
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza Chairman and Director
New York, NY 10020 of CADI
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CADI
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CADI
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle & Assistant Secretary of CADI
Boothe, LLP
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 22102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CADI
New York, NY 10020
Brent W. Sinnett 600 East Main Street, Chief Financial Officer
Suite 2300 of CADI
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza, President and Director
7th Floor of CADI
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle & Secretary of CADI
Boothe, LLP
One James Center, 901
East Cary Street
Richmond, VA 23219-4030
Mary Ann Brzoska CT Corporation System Director of CADI
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Jeffrey I. Sofferman 66 Canal Center Plaza, Vice President of CADI
7th Floor
Alexandria, VA 22314
-34-
<PAGE>
SCHEDULE 10
EXECUTIVE OFFICERS AND DIRECTORS OF CAHI
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza Chairman and Director
New York, NY 10020 of CAHI
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAHI
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CAHI
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary of
& Boothe, LLP CAHI
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 22102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAHI
New York, NY 10020
Brent W. Sinnett 600 East Main Street, Chief Financial Officer
Suite 2300 of CAHI
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza, President and Director
7th Floor of CAHI
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CAHI
& Boothe, LLP
One James Center
901 East Cary Street,
Richmond, VA 23219-4030
Bonnie A. Schuman CT Corporation System Director of CAHI
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Jeffrey I. Sofferman 66 Canal Center Plaza, Vice President of CAHI
7th Floor
Alexandria, VA 22314
-35-
<PAGE>
SCHEDULE 11
EXECUTIVE OFFICERS AND DIRECTORS OF CAOP
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza Chairman and Director
New York, NY 10020 of CAOP
Mark S. Ticotin 30 Rockefeller Plaza Vice President of CAOP
New York, NY 10020
John A. Moore 30 Rockefeller Plaza Vice President of CAOP
New York, NY 10020
Christopher L. Keefer McGuire Woods Battle Assistant Secretary of
& Boothe, LLP CAOP
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 22102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of CAOP
New York, NY 10020
Brent W. Sinnett 600 East Main Street, Chief Financial Officer
Suite 2300 of CAOP
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza, President and Director
7th Floor of CAOP
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of CAOP
& Boothe, LLP
One James Center,
901 East Cary Street
Richmond, VA 23219-4030
William J. Reif CT Corporation System Director of CAOP
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Jeffrey I. Sofferman 66 Canal Center Plaza, Vice President of CAOP
7th Floor
Alexandria, VA 22314
-36-
<PAGE>
SCHEDULE 12
EXECUTIVE OFFICERS AND DIRECTORS OF RLC
NAME OF OFFICER PRESENT OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH COMPANY
--------------- ---------------- --------------
Robert C. Larson 30 Rockefeller Plaza Chairman and New
York, NY 10020 Director of RLC
Mark S. Ticotin 30 Rockefeller Plaza Vice President of
New York, NY 10020 RLC
John A. Moore 30 Rockefeller Plaza Vice President of
New York, NY 10020 RLC
Christopher L. Keefer McGuire Woods Battle Assistant Secretary
& Boothe, LLP of RLC
8280 Greensboro Drive
Suite 900, Tysons Corner
McLean, VA 22102-3892
Henry C. Herms 30 Rockefeller Plaza Vice President of
New York, NY 10020 RLC
Brent W. Sinnett 600 East Main Street, Chief Financial
Suite 2300 Officer of RLC
Richmond, VA 23219
Richard I. Gilchrist 66 Canal Center Plaza, President and Director
7th Floor of RLC
Alexandria, VA 22314
Charles L. Menges McGuire Woods Battle Secretary of RLC
& Boothe, LLP
One James Center,
901 East Cary Street
Richmond, VA 23219-4030
William J. Reif CT Corporation System Director of RLC
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Jeffrey I. Sofferman 66 Canal Center Plaza, Vice President of
7th Floor RLC
Alexandria, VA 22314
-37-
<PAGE>
SCHEDULE 13
LAZARD BOARD OF LAZARD LLC
Set forth below are the members of the Lazard Board of Lazard
LLC, their business address, principal occupation and citizenship:
PRINCIPAL OCCUPATION
NAME AND BUSINESS ADDRESS CITIZENSHIP
---- -------------------- -----------
Michel A. David-Weill Chairman and Chief Executive France
of Lazard LLC and Chief
Executive Officer of Lazard
Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020, USA
Antoine Bernheim Investor France
Chairman of Assicurazioni
Generali S.p.A.
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Francois Voss Managing Director of Lazard France
Freres S.A.S.
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Didier Pfeiffer President du Conseil France
de Surveillance
Fonds de Garantie des Assurances
de Personnes
30-32 rue de Taitbout
75311 Paris Cedex 09 France
Alain Merieux President Directeur France
General (CEO)
BioMerieux S.A. and BioMerieux
Alliance
69280 Marcy L'Etoile
France
Jean Guyot Investor France
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
-38-
<PAGE>
PRINCIPAL OCCUPATION
NAME AND BUSINESS ADDRESS CITIZENSHIP
---- -------------------- -----------
Bruno M. Roger Managing Director of Lazard France
Freres S.A.S.
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
William R. Loomis, Jr. Deputy Chief Executive USA
and Managing Director
of Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
David J. Verey Chairman, Chief Executive, United
Managing Director and Kingdom
Executive Director of
Lazard Brothers & Co., Limited
21 Moorfields
London EC2P 2HT
United Kingdom
Gerardo Braggiotti Managing Director of Italy
Lazard Freres
S.A.S. and Lazard
Freres & Co. LLC
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
-39-
<PAGE>
SCHEDULE 14
EXECUTIVE COMMITTEE OF LAZARD STRATEGIC COORDINATION COMPANY LLC
Set forth below are the members of the Executive Committee
of Lazard Strategic Coordination Company LLC, their business address,
principal occupation and citizenship:
PRINCIPAL OCCUPATION
NAME AND BUSINESS ADDRESS CITIZENSHIP
---- -------------------- -----------
Michel A. David-Weill Chairman and Chief Executive France
of Lazard LLC and Chief
Executive Officer of Lazard
Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020, USA
Gerardo Braggiotti Managing Director Italy
of Lazard Freres
S.A.S. and Lazard
Freres & Co. LLC
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Norman Eig Managing Director USA
of Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Kenneth M. Jacobs Managing Director USA
of Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
William R. Loomis, Jr. Deputy Chief Executive USA
and Managing Director
of Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Bruno M. Roger Managing Director of Lazard France
Freres S.A.S.
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
-40-
<PAGE>
PRINCIPAL OCCUPATION
NAME AND BUSINESS ADDRESS CITIZENSHIP
---- -------------------- -----------
David J. Verey Chairman, Chief Executive, United
Managing Director and Executive Kingdom
Director of Lazard Brothers &
Co., Limited
21 Moorfields
London EC2P 2HT
United Kingdom
-41-
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement"), dated April 20, 2000,
is by and between Security Capital Preferred Growth Incorporated, a Maryland
corporation (the "Purchaser"), Prometheus AAPT Holdings, L.L.C., a Delaware
limited liability company (the "Seller"), and LF Strategic Realty Investors
L.P., a Delaware limited partnership ("Investors").
WHEREAS, the Seller desires to sell to the Purchaser 750,000 shares
of 7.25% Series A Cumulative Convertible Preferred Shares (the "Series A
Preferred Shares") in Brandywine Realty Trust, a Maryland real estate
investment trust (the "Company), and the Purchaser desires to purchase such
Series A Preferred Shares on the terms and subject to the conditions
described herein.
WHEREAS, the Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement (the "Registration
Statement") on Form S-3 (No. 333-69653) and a related prospectus for the
registration of the Series A Preferred Shares, and the common shares of
beneficial interest to be issued upon conversion of the Series A Preferred
Shares, under the Securities Act of 1933, as amended (the "Securities Act").
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, agreements and warranties herein contained, the parties hereto
agree as follows:
1. Purchase and Sale of Series A Preferred Shares. Subject to the
terms and conditions set forth in this Agreement, at the Closing (as
hereinafter defined), the Seller shall sell, assign, transfer, convey and
deliver to the Purchaser, free and clear from any liens, encumbrances or
defects of title (collectively, "Liens"), but subject to the ownership and
transferability restrictions set forth in Article 6 of the Company's
Declaration of Trust, and Purchaser shall accept, acquire and take assignment
and delivery of all of the Series A Preferred Shares. Subject to the terms
and conditions set forth in this Agreement, at Closing, Investors shall cause
Seller to comply with its obligations under this Section 1.
2. Closing; Payment of Purchase Price.
a. Time; Purchase Price. Subject to the terms and conditions set
forth herein, the closing (the "Closing") of the transactions
described herein shall occur on the third business day following
the date hereof, or such later time not later than ten business
days after such date as shall be agreed upon by the Seller and the
Purchaser. At the Closing, the Purchaser shall pay the Seller cash
in the amount of (i) $25,000,000 (Twenty-Five Million Dollars) plus
<PAGE>
(ii) the amount of the accrued but unpaid dividends through the
date of the Closing (the "Purchase Price"). The Purchase Price
shall be paid to the Seller by means of a wire transfer of
immediately available funds to a bank account designated by Seller
in writing. The Closing and the deliveries required thereby shall
be made at the offices of the Purchaser, 11 South LaSalle Street,
Suite 200, Chicago, Illinois, 60603 or at such other place or in
such other manner as shall be agreed upon by the Seller and the
Purchaser.
b. Purchaser's Conditions to Closing. The obligation of the Purchaser
to proceed with the Closing shall be conditional upon all
representations and warranties made by the Seller herein being true
and correct in all material respects as of the Closing.
c. Seller's Conditions to Closing. The obligation of the Seller to
proceed with the Closing shall be conditional upon all
representations and warranties made by the Purchaser herein being
true and correct in all material respects as of the Closing.
d. Deliveries. Closing shall be completed when each of the following
has been delivered, all of which shall be deemed to have taken
place simultaneously:
(i) Purchaser shall have delivered to Seller the Purchase Price.
(ii) Seller shall have delivered to Purchaser a stock certificate
or certificates evidencing all of the Series A Preferred Shares,
which certificate(s) shall be duly endorsed in blank or accompanied
by duly executed stock powers.
3. Representations and Warranties regarding the Seller. Each of
Investors and the Seller hereby represents and warrants to the Purchaser:
a. Due Organization. The Seller is a limited liability company duly
organized, validly existing and in good standing under the laws of
Delaware, with all requisite power to own its properties and to
conduct its business as now conducted. The sole member of the
Seller is Investors, a limited partnership duly organized, validly
existing and in good standing under the laws of Delaware, with all
requisite power to own its properties and to conduct its business
as now conducted.
b. Authorization. The Seller has the requisite power and authority to
enter into this Agreement and to carry out its obligations
hereunder. This Agreement has been duly and validly executed and
delivered by the Seller and constitutes the legal, valid and
-2-
<PAGE>
binding agreement of the Seller, enforceable against the Seller in
accordance with its terms, except to the extent that such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of
creditors' rights generally or by general equitable principles.
c. Series A Preferred Shares.
(i) The Series A Preferred Shares have been fully paid and
are nonassessable. The Seller is the beneficial and legal
owner of record of all of the Series A Preferred Shares and
holds the Series A Preferred Shares free and clear of any and
all Liens, except for the Lien granted to Merrill Lynch
International which shall be released effective as of the
Closing, and except that such shares are subject to the
ownership and transferability restrictions set forth in
Article 6 of the Company's Declaration of Trust. The Seller
has no other agreements, arrangements or understandings,
whether by means of a right of first refusal or first purchase
or otherwise, with respect to a sale or other disposition of
the Series A Preferred Shares, and there are no shareholder
agreements, voting trusts or other agreements or
understandings to which the Seller is a party or by which it
is bound relating to the Series A Preferred Shares.
(ii) Seller is selling the Series A Preferred Shares pursuant
to the prospectus dated March 9, 1999 which is included in the
Registration Statement (the "Prospectus"), which Registration
Statement has been declared effective by the Commission. To
Seller's knowledge, no stop order suspending the effectiveness
of the Registration Statement has been issued and no
proceeding for that purpose has been instituted or, to the
knowledge of the Seller, threatened by the Commission.
d. Consents. Except for the Lien granted to Merrill Lynch
International which shall be released effective as of the Closing,
no consent, authorization or approval of, filing or registration
with, waiver of any right of first refusal or first offer from, or
cooperation from, any governmental authority or any other person
not a party to this Agreement is necessary in connection with the
execution, delivery and performance by Seller of this Agreement or
the consummation by Seller of the transactions contemplated hereby.
e. No Conflicts. The execution, delivery and performance by Seller of
this Agreement and the consummation by Seller of the transactions
contemplated hereby do not and will not (i) violate any law
applicable to Seller; (ii) violate or conflict with, result in a
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breach or termination of, constitute a default or give any third
party any additional right (including a termination right) under,
permit cancellation of, result in the creation of any Lien upon any
of the assets of the Seller pursuant to any contract to which the
Seller is a party or by which the Seller or any of its assets are
bound; or (iii) violate or conflict with any provision of any of
the certificate of formation, operating agreement or similar
organizational instruments of the Seller.
f. No Default or Violations. Seller has no knowledge of any payment
or other default by the Company under the Series A Preferred Shares
or of any current or past violation by the Company of the Articles
Supplementary of the Company classifying and designating the Series
A Preferred Shares.
g. Litigation. To the knowledge of Seller, there are no actions,
suits, mediation, arbitrations, regulatory proceedings or other
litigation, proceedings or governmental investigations pending or
threatened against or affecting the Seller or any of its affiliates
concerning the Series A Preferred Shares or which might reasonably
be expected to impede the consummation of the transaction
contemplated hereby, and Seller is not aware of any facts or
circumstances which may give rise to any of the foregoing.
h. Brokers. No broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission from any party in
connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the Seller.
4. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to the Seller as follows:
a. Due Organization. The Purchaser is a corporation duly incorporated,
validly existing and in good standing under the laws of the State
of Maryland, with all requisite power to own its properties and to
conduct its business as now conducted.
b. Authorization. The Purchaser has the requisite power to enter into
this Agreement and to carry out its obligations hereunder. This
Agreement has been duly authorized, executed and delivered by the
Purchaser and constitutes a valid and binding agreement,
enforceable against the Purchaser in accordance with its terms
except to the extent that such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditors' rights generally or by
general equitable principles.
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c. Brokers. No broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission from any party in
connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the Purchaser.
d. Prospectus Delivery. The Purchaser has received a copy of the
Prospectus.
5. Termination. This Agreement shall be terminable:
(a) by the parties upon mutual written agreement; and
(b) by either party, if the other party materially breaches any
covenant, representation or warranty contained herein, upon
written notice to the other party.
Upon termination of this Agreement, all obligations of each party hereunder
shall terminate except those obligations pursuant to Section 6 and Section
10. Neither party shall have any liability to the other party upon a
termination of this Agreement, unless such termination arises by reason of
the material breach of a covenant, representation or warranty by a party
hereto.
6. Expenses. Each party hereto shall bear its own expenses with
respect to this transaction.
7. Successors and Assigns. This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto and their respective heirs,
personal representatives, successors, assigns and affiliates.
8. Notices. Any notice or other communication provided for herein or
given hereunder to a party hereto shall be in writing and shall be given by
delivery, by telex, facsimile, telecopier or by mail (registered or certified
mail, postage prepaid, return receipt requested) to the respective parties as
follows:
If to Purchaser:
Security Capital Preferred Growth Incorporated
11 South LaSalle Street
Chicago, Illinois 60603
Attn: David E. Rosenbaum
David T. Novick
Facsimile: 312-345-5888
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With a copy to:
Mayer, Brown & Platt
190 S. LaSalle Street
Chicago, Illinois 60603
Attn: Philip J. Niehoff
Facsimile: 312-701-7711
If to Seller:
Prometheus AAPT Holdings, L.L.C.
c/o Lazard Freres Real Estate Investors L.L.C.
30 Rockefeller Plaza, 50th Floor
New York, New York 10020
Attn: Chief Financial Officer
Facsimile: 212-332-5641
After the Closing, Seller shall promptly forward all notices or other
correspondence it receives relating to the Series A Preferred Shares or
otherwise relating to the Company to the Purchaser at the above address.
9. Further Assurances. Upon request of the Purchaser, Seller shall
execute and deliver such other instruments of conveyance, assignment,
transfer and delivery and take such other action as the Purchaser reasonably
may request in order to consummate the transactions contemplated by this
Agreement.
10. Public Disclosure. Except as required by law and communications to
partners of Investors and to the shareholders of Purchaser, respectively,
neither Seller nor Purchaser may publicly disclose the existence of the
transactions contemplated by this Agreement, including a summary of the terms
of such transactions unless such party obtains the consent of the other party
hereto, which consent shall not be unreasonably withheld or delayed.
11. Waiver. No party may waive any of the terms or conditions of this
Agreement except by a duly signed writing referring to the specific provision
to be waived.
12. Entire Agreement. This Agreement constitutes the entire agreement,
and supersedes all other prior agreements and understandings, both written
and oral, among the parties hereto and their affiliates with respect to the
matters set forth herein.
13. Severability. If any provision of this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality or enforceability
of the other provisions hereof shall not be affected thereby, and there shall
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be deemed substituted for the provision at issue a valid, legal and
enforceable provision as similar as possible to the provision at issue.
14. Captions. The Section references herein are for convenience of
reference only, do not constitute part of this Agreement and shall not be
deemed to limit or otherwise affect any of the provisions hereof.
15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.
16. Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the day and year first written above.
SECURITY CAPITAL PREFERRED
GROWTH INCORPORATED
By: /s/ David E. Rosenbaum
Name: David E. Rosenbaum
Title: Senior Vice President
PROMETHEUS AAPT HOLDINGS, L.L.C.
By: LF Strategic Realty Investors L.P.
Its: Sole Member
By: Lazard Freres Real
Estate Investors L.L.C.
Its: General Partner
By: /s/ John A. Moore
Name: John A. Moore
Title: Principal & Chief Financial Officer
For purposes of Sections 1 and 3 only:
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: Principal & Chief Financial Officer
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