-----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, FAlL5Szjcm9v6+YjjzifFY/CVV+DH5IVw2Ri+jnp4XMtS6ijVAmwYWucdgfcTR41 TveI9v6zv9AzRHcCQezyTg== 0001209191-04-011344.txt : 20040219 0001209191-04-011344.hdr.sgml : 20040219 20040219144852 ACCESSION NUMBER: 0001209191-04-011344 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040219 FILED AS OF DATE: 20040219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LARSON ROBERT C CENTRAL INDEX KEY: 0001192895 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09106 FILM NUMBER: 04615821 MAIL ADDRESS: STREET 1: 580 YARBORO DRIVE CITY: BLOOMFIELD STATE: MI ZIP: 48304 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BRANDYWINE REALTY TRUST CENTRAL INDEX KEY: 0000790816 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 232413352 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 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 4 1 bny94298_bny01rcl.xml MAIN DOCUMENT DESCRIPTION X0201 4 2004-02-19 0 0000790816 BRANDYWINE REALTY TRUST NYSE:BDN 0001192895 LARSON ROBERT C C/O LAZARD FRERES REAL ESTATE INVESTORS 30 ROCKEFELLER PLAZA NEW YORK NY 10020 1 0 0 0 Series B Preferred Units 28.00 2004-02-19 4 S 0 901613 48.19 D Common Shares 1610023 0 I See footnotes This Form 4 is filed in respect of Brandywine Realty Trust, a Maryland real estate investment trust (the "Issuer"). Robert C. Larson was appointed as a director of the Board of Directors of the Issuer on December 2, 1999. The Issuer is the general partner of Brandywine Operating Partnership, L.P., a Delaware limited partnership (the "Partnership"), and the Issuer has the right to issue Common Shares of the Issuer (the "Common Shares") in redemption of certain Class A Units of the Partnership into which the Preferred Units (as defined in note (2) below) are convertible at $28.00 per share. On February 3, 2004, Commonwealth Atlantic Operating Properties Inc., a Virginia corporation ("CAOP"), and the Partnership entered into that certain Purchase Agreement, dated as of February 3, 2004 (the "Purchase Agreement"), by and between CAOP and the Partnership, pursuant to which CAOP agreed to sell, assign, transfer, convey and deliver to the Partnership, and the Partnership agreed to accept, acquire and take delivery of, an aggregate number of 1,950,000 Series B Preferred Units (the "Preferred Units") of the Partnership, subject to the terms and conditions of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, on February 19, 2004 the Partnership acquired from CAOP 901,613 Preferred Units for an aggregate purchase price of $43,000,000 plus $448,948.78 of accumulated, accrued and unpaid distributions on the Preferred Units sold through February 19, 2004, or approximately $48.19 per unit. Assumes conversion of 901,613 Series B Preferred Units of the Partnership into Class A Units of the Partnership at $28 per share, the subsequent conversion of such Class A Units of the Partnership into Common Shares of the Issuer, and no accumulated, accrued and unpaid distributions at the time of conversion. CAOP is directly and indirectly wholly owned by Commonwealth Atlantic Properties, Inc., a Virginia corporation ("CAPI"). Approximately 84% of the common stock of CAPI is owned by LF Strategic Realty Investors L.P. ("LF Realty"), and approximately 16% of the common stock of CAPI is owned by Commonwealth Atlantic Properties Investors Trust (the common stock of which is owned 100% by LF Realty). LF Realty is an investment partnership, the general partner of which is Lazard Freres Real Estate Investors L.L.C. ("LFREI"). Lazard Freres & Co. LLC ("Lazard") is the managing member of LFREI. As a result of the relationships described in note (5) above, Lazard and LFREI may be deemed to indirectly beneficially own all of the Common Shares underlying the Preferred Units owned by CAOP. Mr. Larson is a managing director of Lazard and the Chairman and a Managing Principal of LFREI and may be deemed to indirectly beneficially own all of the Common Shares indirectly beneficially owned by Lazard and LFREI. Mr. Larson disclaims any beneficial ownership of any Common Shares except for any pecuniary interest he possesses by virtue of his officer positions with Lazard and LFREI. Immediately. None. /S/ ROBERT C. LARSON 2004-02-19 -----END PRIVACY-ENHANCED MESSAGE-----