-----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, Sgw9VMwBGYB07JC3I31ndz29oPuOM55QUGOrvkqHjECPuaIlFBT8ElxqsNE9FuBW scvWglO1re+4bMgKXPsdpA== 0000950116-98-001258.txt : 19980604 0000950116-98-001258.hdr.sgml : 19980604 ACCESSION NUMBER: 0000950116-98-001258 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980515 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980603 SROS: NYSE FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09106 FILM NUMBER: 98641417 BUSINESS ADDRESS: STREET 1: 16 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 1998 BRANDYWINE REALTY TRUST ----------------------- (Exact name of registrant as specified in its charter) MARYLAND 1-9106 23-2413352 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) file number) Identification Number) 16 Campus Boulevard, Newtown Square, Pennsylvania 19073 (Address of principal executive offices) (610) 325-5600 (Registrant's telephone number, including area code) Item 5. Other Events (i) Annual Shareholders Meeting. On May 15, 1998, the Annual Meeting of Shareholders of the Company was held and action was taken on three matters described in the Company's proxy statement prepared in connection with such meeting. A brief description of each matter and the voting results follows: 1. The election of five trustees (Anthony A. Nichols, Sr., Gerard H. Sweeney, Warren V. Musser, Walter D'Alessio, and Charles P. Pizzi) to the Board of Trustees to serve a term until the next annual meeting of shareholders and until his successor is duly elected and qualified. The voting results are summarized below:
Trustee For Withheld Total ------- --- -------- ----- Anthony A. Nichols, Sr. 29,960,886 283,492 30,244,378 Gerard H. Sweeney 29,954,981 289,397 30,244,378 Warren V. Musser 25,492,419 4,751,959 30,244,378 Walter D'Alessio 29,945,586 298,792 30,244,378 Charles P. Pizzi 30,080,153 164,225 30,244,378
2. An amendment to the Declaration of Trust of the Company: 30,062,460 Votes in favor 58,436 Votes against 123,480 Abstentions none Broker non-votes 3. Adoption of the Amended and Restated 1997 Long-Term Incentive Plan received votes as follows: 15,140,049 Votes in favor 9,844,917 Votes against 1,096,378 Abstentions 4,163,037 Broker non-votes Each of the matters presented above received a sufficient amount of votes to be approved. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 3.1 - Article of Amendment (filed May 18, 1998) -2- SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRANDYWINE REALTY TRUST Date: June 3, 1998 By: /s/ Gerard H. Sweeney --------------------- Title: President and Chief Executive Officer -3- EX-3.1 2 ARTICLES OF AMENDMENT Exhibit 3.1 BRANDYWINE REALTY TRUST ARTICLES OF AMENDMENT THIS IS TO CERTIFY THAT: FIRST: The Declaration of Trust of Brandywine Realty Trust, a Maryland real estate investment trust (the "Company"), is hereby amended by deleting existing Sections 6.6(g) and 6.6(l) of Article 6 in their entirety and substituting in lieu thereof the following new Sections: 6.6(g) Remedies Not Limited. Subject to Section 6.6(1) hereof, nothing contained in this Section 6.6 shall limit the authority of the Board of Trustees to take such other action as it deems necessary or advisable to protect the Trust and the interests of its Shareholders by preserving the Trust's REIT status. 6.6(1) New York Stock Exchange Transactions. Nothing in this Section 6.6 (including without limitation the authority of the Board contained in Section 6.6(g) hereof) shall preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange, any successor exchange or quotation system thereto, or any other exchange or quotation system over which the Shares may be traded from time to time. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Article 6 and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article 6. SECOND: The foregoing amendments to the Declaration of Trust of the Company have been duly advised by the Board of Trustees of the Company and approved by the shareholders of the Trust as required by law. THIRD: The undersigned President acknowledges these Articles of Amendment to be the trust act of the Company and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury. IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary on this 15th day of May, 1998. ATTEST: BRANDYWINE REALTY TRUST /s/ Mark S. Kripke /s/ Gerard H. Sweeney (SEAL) - ------------------------------ -------------------------------------- Mark S. Kripke Gerard H. Sweeney Assistant Secretary Chief Executive Officer and President -4- -----END PRIVACY-ENHANCED MESSAGE-----