SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 23, 2002
BRANDYWINE REALTY TRUST
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(Exact name of issuer as specified in charter)
MARYLAND 1-9106 23-2413352
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or file Identification
Organization) number) Number)
401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania 19462
(Address of principal executive offices)
(610) 325-5600
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 23, 2002, Brandywine Realty Trust (the "Company") informed its
independent accountants, Arthur Andersen LLP ("Andersen"), that they would be
dismissed effective as of May 23, 2002.
The reports of Andersen on the Company's financial statements for the
years ended December 31, 2000 and December 31, 2001, did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. During its audits for the
fiscal years ended December 31, 2000 and December 31, 2001, and for the
subsequent interim period through the date of this Form 8-K, (i) there were no
disagreements with Andersen on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to Andersen's satisfaction, would have caused
Andersen to make reference to the subject matter of such disagreements in their
reports, and (ii) there have been no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
The Company's Board of Trustees, upon the recommendation of the Audit
Committee, authorized the dismissal of Andersen and appointment of KPMG LLP. The
Company has retained KPMG LLP as its independent accountants.
During the Company's two most recent fiscal years, and for the
subsequent interim period through the date of this Form 8-K, neither the Company
nor anyone acting on behalf of the Company consulted with KPMG LLP regarding any
of the items described in Item 304(a)(2) of Regulation S-K.
Pursuant to Item 304(a)(3) of Regulation S-K, the Company has requested
Andersen to furnish it a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements. A copy of that
letter is filed as an Exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit
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16.1 Letter from Andersen to the Securities and Exchange
Commission dated May 30, 2002
Signatures
Pursuant to the requirements of the Securities and 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: May 30, 2002 By: /s/ Gerard H. Sweeney
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Gerard H. Sweeney
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit
No. Description
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16.1 Letter from Andersen to the Securities and Exchange
Commission dated May 30, 2002