-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ELMNfiJih3VQwGn3atT2qWiCHnzsp3o/q0iPEQjQUe+pa54EJ/TZrX5btHNeluGq 0gD/u1hIR0wORJGg/HUGCQ== /in/edgar/work/20000607/0000893750-00-000273/0000893750-00-000273.txt : 20000919 0000893750-00-000273.hdr.sgml : 20000919 ACCESSION NUMBER: 0000893750-00-000273 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000607 GROUP MEMBERS: COMMONWEALTH ATLANTIC DEVELOPMENT INC. GROUP MEMBERS: COMMONWEALTH ATLANTIC HOLDING I INC. GROUP MEMBERS: COMMONWEALTH ATLANTIC LAND I INC. GROUP MEMBERS: COMMONWEALTH ATLANTIC LAND II INC. GROUP MEMBERS: COMMONWEALTH ATLANTIC LAND III INC. GROUP MEMBERS: COMMONWEALTH ATLANTIC LAND V INC. GROUP MEMBERS: COMMONWEALTH ATLANTIC OPERATING PROPERTIES INC. GROUP MEMBERS: COMMONWEALTH ATLANTIC PROPERTIES INC. GROUP MEMBERS: COMMONWEALTH ATLANTIC PROPERTIES INVESTORS TRUST GROUP MEMBERS: LAZARD FRERES & CO. LLC GROUP MEMBERS: LAZARD FRERES REAL ESTATE INVESTORS L.L.C. GROUP MEMBERS: LAZARD FRERES REAL ESTATE INVESTORS LLC GROUP MEMBERS: LF STRATEGIC REALTY INVESTORS L.P. GROUP MEMBERS: RICHMOND LAND CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRANDYWINE REALTY TRUST CENTRAL INDEX KEY: 0000790816 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 232413352 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42789 FILM NUMBER: 650415 BUSINESS ADDRESS: STREET 1: 14 CAMPUS BLVD STREET 2: STE 100 CITY: NEWTOWN SQUARE STATE: PA ZIP: 19073 BUSINESS PHONE: 6103255600 MAIL ADDRESS: STREET 1: TWO GREENTREE CENTRE STREET 2: SUITE 100 CITY: MARLTON STATE: NJ ZIP: 08053 FORMER COMPANY: FORMER CONFORMED NAME: LINPRO SPECIFIED PROPERTIES DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAZARD FRERES REAL ESTATE INVESTORS LLC CENTRAL INDEX KEY: 0001042593 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2126326000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 0001.txt 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 - ------------------------------------------------------------------------- (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) 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- 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- 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- 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- 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- 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 -7- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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 -21- 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 -22- -----END PRIVACY-ENHANCED MESSAGE-----