-----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, DMFX4Ksi2yF8TxrTda+qXiircNDc6GPMUknYZ4wUFu9iUdsgyPHc0loKrk2522SR 0twk3q7F9q4/QUIJjkd4LQ== 0000893750-00-000242.txt : 20000509 0000893750-00-000242.hdr.sgml : 20000509 ACCESSION NUMBER: 0000893750-00-000242 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000508 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: PROMETHEUS AAPT HOLDINGS, L.L.C. GROUP MEMBERS: RICHMOND LAND CORPORATION 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 13D/A SEC ACT: SEC FILE NUMBER: 005-42789 FILM NUMBER: 622244 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 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 ___________________________________________________________ (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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- Jeffrey I. Sofferman 66 Canal Center Plaza, Vice President of CAPA 7th Floor Alexandria, VA 22314 -29- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- EX-99.1 2 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 (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- 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 -3- 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. -4- 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 -5- 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 -6- 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] -7- 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 -8- -----END PRIVACY-ENHANCED MESSAGE-----