-----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, S57oU9fbfUnvKRpmvQEguH5oQERnzCLJ9xApgo2PR6muHdGFgXFdOWmRQtDnkm6V bMHHQ5u0n5Bxz8JkLC/Asw== 0000897204-97-000009.txt : 19970115 0000897204-97-000009.hdr.sgml : 19970115 ACCESSION NUMBER: 0000897204-97-000009 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970114 SROS: NONE SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-00005-41 FILM NUMBER: 97505755 BUSINESS ADDRESS: STREET 1: TWO GREENTREE CENTRE STREET 2: STE 100 CITY: MARLTON STATE: NJ ZIP: 08053 BUSINESS PHONE: 2152519111 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: MORGAN STANLEY INSTITUTIONAL FUND INC CENTRAL INDEX KEY: 0000836487 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 6175578742 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________________ SCHEDULE 13G (Rule 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ){1} BRANDYWINE REALTY TRUST - ------------------------------------------------------------------------------- (Name of Issuer) COMMON SHARES - ------------------------------------------------------------------------------- (Title of Class of Securities) 105368203 - ------------------------------------------------------------------------------- (CUSIP Number) _____________________ Check the following box if a fee is being paid with this statement . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (SEE Rule 13d-7.) **FOOTNOTES** {1} The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). CUSIP NO. 105368203 13G PAGE 2 OF 8 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS MORGAN STANLEY INSTITUTIONAL FUND, INC.- U.S. REAL ESTATE PORTFOLIO IRS # 13-3808424 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{* (A) (B) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 538,400 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON 538,400 WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,400 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES{*} 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.7% 12 TYPE OF REPORTING PERSON{*} IV, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 105368203 13G PAGE 3 OF 8 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS MORGAN STANLEY ASSET MANAGEMENT INC. IRS #13-304-0307 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(A) (B) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,035,468 OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 8 SHARED DISPOSITIVE POWER PERSON 1,130,800 WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,130,800 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES{*} 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.1% 12 TYPE OF REPORTING PERSON{*} IA, CO Morgan stanley Asset Management Inc. may be deemed to beneficially own the shares reported herein in its capacity as the investment adviser of Morgan Stanley Institutional Fund, Inc., whose holdings are being simultaneously reported herein. *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 105368203 13G PAGE 4 OF 8 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS MORGAN STANLEY GROUP INC. IRS #13-283-8891 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(A) (B) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,035,468 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON 1,130,800 WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,130,800 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES{*} 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.1% 12 TYPE OF REPORTING PERSON{*} IA, CO Morgan Stanley Group Inc. may be deemed to beneficially own the shares reported herein in its capacity as the owner of all the outstanding capital of Morgan Stanley Asset Management Inc. This holding is being simultaneously reported herein by Morgan Stanley Asset Management Inc. *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(A). NAME OF ISSUER: The name of the Issuer is Brandywine Realty Trust (the "Company"). ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: The address of the principal executive offices of the Company is: 16 Campus Boulevard Suite 150 Newtown Square, PA 19103-2799 ITEM 2(A). NAME OF PERSON FILING: (a) Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio (b) Morgan Stanley Asset Management Inc. (c) Morgan Stanley Group Inc. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: (a) 1221 Avenue of the Americas, New York, New York 10020 (b) 1221 Avenue of the Americas, New York, New York 10020 (c) 1585 Broadway, New York, New York 10036 ITEM 2(C). CITIZENSHIP: Incorporated by reference to item 4 of the cover page pertaining to each reporting person. ITEM 2(D). TITLE OF CLASS OF SECURITIES: This statement relates to the Company's Common Stock, par value $.01 per share. ITEM 2(E). CUSIP NUMBER: The CUSIP Number is 105368203. ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) Morgan Stanley Institutional Fund is (d) an investment company registered under Section 8 of the Investment Company Act of 1940. (b) Morgan Stanley Asset Management Inc. is (e) an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940. (c) Morgan Stanley Group Inc. is (e) an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940. ITEM 4. OWNERSHIP. Incorporated by reference to Items (5)-(9) and (11) of the cover page pertaining to each reporting person. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Accounts managed on a discretionary basis by Morgan Stanley Asset Management Inc., a wholly owned subsidiary of Morgan Stanley Group Inc., are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of such securities. No such account other than Morgan Stanley Institutional Fund, Inc., as reported herein, holds more than 5 percent of the class. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. JANUARY 14, 1997 --------------------------------------- (DATE) /s/ Harold J. Schaaff, Jr. --------------------------------------- (SIGNATURE) /s/Harold J. Schaaff, Jr. --------------------------------------- Harold J. Schaaff, Jr./Vice President MORGAN STANLEY INSTITUTIONAL FUND, INC.- U.S. REAL ESTATE PORTFOLIO JANUARY 14, 1997 --------------------------------------- (DATE) /s/Peter A. Nadosy --------------------------------------- (SIGNATURE) --------------------------------------- PETER A. NADOSY/VICE CHAIRMAN MORGAN STANLEY ASSET MANAGEMENT INC. JANUARY 14, 1997 --------------------------------------- (DATE) /s/Edward J. Johnsen --------------------------------------- (SIGNATURE) --------------------------------------- EDWARD J. JOHNSEN/AUTHORIZED PERSON MORGAN STANLEY GROUP INC. INDEX TO EXHIBITS PAGE EXHIBIT 1 Agreement to Make a Joint Filing 1 EXHIBIT 2 Secretary's Certificate Authorizing Edward J. Johnsen to Sign on behalf of Morgan Stanley Group Inc. 2 EXHIBIT 1 TO SCHEDULE 13G ----------------------------- JANUARY 14, 1997 ----------------------------- MORGAN STANLEY INSTITUTIONAL FUND, INC.-U.S. REAL ESTATE PORTFOLIO, MORGAN STANLEY GROUP INC. and MORGAN STANLEY ASSET MANAGEMENT INC. hereby agree that unless differentiated, this Schedule 13G is filed on behalf of each of the parties. By: /s/Harold J. Schaaff, Jr. ______________________________________ Morgan Stanley Institutional Fund, Inc.- U.S. Real Estate Portfolio Harold J. Schaaff, Jr./Vice President By: /s/Peter A. Nadosy ______________________________________ Morgan Stanley Asset Management Inc. Peter A. Nadosy/Vice Chairman By: /s/Edward J. Johnsen ______________________________________ Morgan Stanley Group Edward J. Johnsen/Authorized Person MORGAN STANLEY EXHIBIT 2 --------- SECRETARY'S CERTIFICATE ----------------------- I, Charlene R. Herzer, a duly elected and acting Assistant Secretary of Morgan Stanley Group Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), certify that the following resolutions were duly and validly adopted by a Consent in Lieu of a Meeting of the Executive Committee of the Board of Directors of the Corporation dated as of October 19, 1995 and that such resolutions are in full force and effect on the date hereof: RESOLVED, that the resolutions adopted on September 8, 1993 and April 17, 1995 relating to signatories to certain reports to be filed with the Securities and Exchange Commission (the "SEC") are superseded in their entirety by these resolutions and Stuart J. M. Breslow, Robert G. Koppenol and Edward J. Johnsen are severally authorized and directed to sign on behalf of the Corporation any reports to be filed under Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, with the Securities and Exchange Commission, such authorizations to cease automatically upon termination of employment with any affiliate of the Corporation; and RESOLVED FURTHER, that all actions heretofore taken by Stuart J. M. Breslow, Robert G. Koppenol and Edward J. Johnsen that are within the authority conferred by the foregoing resolution are approved, ratified and confirmed in all respects. RESOLVED, that any and all actions to be taken, caused to be taken or heretofore taken by any officer of the Corporation in executing any and all documents, agreements and instruments and in taking any and all steps (including the payment of all expenses) deemed by such officer as necessary or desirable to carry out the MORGAN STANLEY intents and purposes of the foregoing resolutions are authorized, ratified and confirmed. IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal of the Corporation as of the 28th day of August, 1996. /S/ CHARLENE R. HERZER --------------------------------------- CHARLENE R. HERZER ASSISTANT SECRETARY [SEAL] -----END PRIVACY-ENHANCED MESSAGE-----