UNITED STATES
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): June 19, 2003
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 June 19, 2003, Brandywine Realty Trust (the "Company") informed its
independent accountants, KPMG LLP ("KPMG"), that they would be dismissed
effective as of June 19, 2003.
The audit report of KPMG on the Company's consolidated financial
statements for the years ended December 31, 2002 and December 31, 2001, did not
contain an adverse opinion or a disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles, except that
effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. During its audit for the fiscal years ended December 31, 2002 and
December 31, 2001, and for the subsequent interim period through the date of
this Form 8-K, (i) there were no disagreements with KPMG on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to KPMG's satisfaction,
would have caused KPMG 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 Audit Committee authorized the dismissal of KPMG and
appointment of PricewaterhouseCoopers LLP ("PWC"). The Company retained PWC as
its independent accountants effective June 19, 2003.
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 engaged PWC 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
KPMG 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 AND EXHIBITS
Exhibit
16.1 Letter from KPMG LLP to the Securities and Exchange Commission
dated June 25, 2003
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: June 25, 2003 By: 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 KPMG to the Securities and Exchange Commission dated
June 25, 2003