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) June 12, 2003
BRANDYWINE REALTY TRUST
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(Exact name of registrant as specified in its charter)
MARYLAND 1-9106 23-2413352
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) file number) Identification Number)
401 Plymouth Road, Plymouth Meeting, Pennsylvania 19462
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(Address of principal executive offices)
(610) 325-5600
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(Registrant's telephone number, including area code)
Page 1 of 3 pages
Item 5. Other Events and Required FD Disclosure.
The Company is filing, as Exhibit 99.1, a description of the
material U.S. federal income tax consequences relating to the taxation of the
Company as a REIT and the ownership and disposition of the Company's common
shares. This description replaces and supersedes prior descriptions of the
material federal income tax treatment of the Company and its shareholders to the
extent that they are inconsistent with the description contained in this Form
8-K. The description of material U.S. federal income tax consequences includes
forward-looking statements. These forward-looking statements are identified by
using words such as "anticipate", "believe", "intend", "may be" and "will be"
and similar words or phrases, or the negative thereof. Important factors that
could cause actual results to differ materially from those reflected in such
forward-looking statements include, among others, the factors discussed in the
risk factors included in the Company's Form 10-K for the year ended December 31,
2002. For all forward-looking statements contained herein, the Company claims
the protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995.
The Company is also filing, as Exhibit 12.1, a Statement of
Earnings and Combined Fixed Charges and Preferred Distributions.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
8.1 Opinion of Pepper Hamiltom LLP
Regarding Tax Matters
12.1 Statement of Earnings and Combined Fixed
Charges and Preferred Distributions
99.1 Material Federal Income Tax Consequences
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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
By: Gerard H. Sweeney
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Title: President and Chief Executive Officer
Date: June 12, 2003
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