Edgar Filing: PRENTISS PROPERTIES TRUST/MD

Prepared and filed by St Ives Financial

Filed by Brandywine Realty Trust pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Prentiss Properties Trust Commission File No.:1-14516

This filing relates to a proposed acquisition (the “Acquisition”) by Brandywine Realty Trust (“Brandywine”) of Prentiss Properties Trust (“Prentiss”) pursuant to the terms of an Agreement and Plan of Merger, dated as of October3, 2005 (the “Merger Agreement”), by and among Brandywine and Prentiss. The Merger Agreement is on file with the Securities and Exchange Commission (the “Commission”) as an exhibit to the Current Report on Form 8-K filed by Brandywine on October 3, 2005. The Merger Agreement is incorporated by reference into this filing.

The following is a letter presented as additional information by Brandywine on October 28, 2005 regarding the Acquisition and related matters.


Prentiss Acquisition Benefits Comparison Analysis

PLAN/PROGRAM		PRENTISS	BRANDYWINE	TRANSITION INFORMATION

WELFARE PLANS

Eligibility		1st of month after 30 days Full time = 30 hours	1st of month after 30 days Full time = 40 hours	Eligibility for medical, dental and vision the same Life, LTD: Brandywine eligibility 1st of the month after 60 days

				No break in coverage after transition

	Prentiss years of service will be treated as Brandywine years of service for benefits eligibility			Prentiss plans will continue until the 2nd Quarter of 2006, when a new plan design will be rolled out to all employees.

				No pre-existing conditions limitations

				2006 deductibles paid will count towards new plan

				Goal is to maintain physician coverage as close as possible to what both Brandywine and Prentiss have now

				For future update: PT eligiblilty

Medical
Carrier/Model		CIGNA: PPO and POS Plans	Blue Cross: PPO and POS Plans	Both plans have PPO and POS models

Pay Philosophy		Contribution varies by pay level - lower paid employees pay less	All employees pay the same rates	Both plans have pre-tax contributions

Coverage Level		Similar premiums for POS; much lower for PPO; Higher office co-pays, deductibles, Rx	Higher premiums for PPO; lower co-pays, deductibles, Rx	For future update: new combined plan design

		Prescriptions included (mail order discount)	Prescriptions included (mail order POS only)	Both plans have prescription coverage

Funding		Self funded up to $125,000/claim	Fully insured

Dental
Carrier/Model		CIGNA: PPO plan	Fortis: PPO plan	Similar plan model with higher in-network reimbursement

Pay Philosophy		Employer 70%; Employee 30%	Employer 70%; Employee 30%	Similar employee cost sharing

Coverage Level		Preventive, Basic, Major, Orthodontia	Preventive, Basic, Major, Orthodontia	Similar coverage

Funding		Self-funded	Self-funded

Vision		VSP Plan	Opti-Choice Plan	Brandywine coverage slightly less, lower co-pays


Prentiss Acquisition
Benefits Comparison Analysis

PLAN/PROGRAM	PRENTISS	BRANDYWINE	TRANSITION INFORMATION

WELFARE PLANS (Cont.)

Group Life Insurance
Carrier/Model	Prudential Insurance	Hartford Insurance	Benefit is fully paid by the company for both plans.

Pay Philosophy	100% Employer Paid	100% Employer Paid

Coverage Level	1 x base salary	$50,000	For future update: Resolution of coverage differences

Supplemental Group Life
Carrier/Model	Prudential Insurance	Hartford Insurance	A supplemental plan will be available in the new plan design.
	Supplemental Life available at cost	Supplemental Life available at cost

			Employees on LTD will continue to be covered
Long Term Disability
Carrier/Model	CIGNA	Hartford	BDN employees do not pay for LTD; however, the benefit is taxable when received.
	Benefit commences 91st day	Benefit commences 91st day
Pay Philosophy	100% Employee Paid	100% Employer Paid

Coverage Level	60% of base salary to $5,000/mo maximum	60% of base salary to $6,000/mo. maximum

	Supplemental plan for higher paid	No plan available	For future update: Brandywine will review addition of supplemental plan at employee cost

Short Term Disability
Carrier/Model	CIGNA - self insured	Company administered - self insured	Brandywine currently administers STD in house.

Pay Philosophy	100% Employer Paid	100% Employer Paid	Benefit is company paid and covers 12 weeks of disability

Coverage Level	60% - 100%, depending on length of service	60% - 100%, depending on length of service	Brandywine 60% 1st year (after 60 days)
				80% 2- 4 years
				100% 5 years

Sick Days
Coverage Level	5 days, plus carryover, if available, for qualifying disability	6 days, plus carryover, if available	Brandywine allows carryover of up to 4 days; maximum accumulation 10 days

Flex Plan	Dependent Care $5,000	Dependent Care $5,000	Dependent Care Spending Account same
Pre-Tax Spending Accounts
	Health Care $5,000	Health Care $2,000	Brandywine Health Care Spending cap is different. For future update.


Prentiss Acquisition
Benefits Comparison Analysis

PLAN/PROGRAM	PRENTISS		BRANDYWINE		TRANSITION INFORMATION

					We both pay semi-monthly and current to pay date,
Payroll	Semi-Monthly, 15th & last day of month		Semi-Monthly, 15th & last day of month		except overtime, part-time
	Pay is current, Overtime in following pay		Pay is current, Overtime in following pay
	Direct Deposit		Direct Deposit		Both companies have direct deposit
	ADP		ADP		Same pay system

Vacations	Anniversary Date Accrual		Calendar Year Accrual		Prentiss service will count towards vacation earned under Brandywine's policy

	less than 1 year	= 1 week	On payroll January 1:		If Prentiss employee has vacation scheduled for 2006, can take it
	1 - 5 years	= 2 weeks	up to 5th anniversary	= 2 weeks
	5 - 9 years	= 3 weeks	5 - 9 years	= 3 weeks
	10 - 25 years	= 4 weeks	10 + years	= 4 weeks
	25+ years	= 5 weeks

	No rollover year to year		No rollover year to year		For future update: Vacations will convert to calendar year accrual. You can take vacation starting on January 1, although you earn it monthly throughout the year

Holidays	8 days plus 2 floating days		8 days plus 2 personal days		Similar holiday schedules

Employee Assistance Plan	Available 24/7 for confidential assistance/counseling		Available 24/7 for confidential assistance/counseling		Brandywine offers the same type of confidential benefit to you and your dependents

Other Benefits to be discussed in future
bulletin:

*Education Reimbursement
*Prepaid Legal Plan
*529 Plan
*Nissan/Infinity Vehicle Purchase Plan
*Brandywine Scholarship Program
*Matching of charitable gifts

Prentiss Acquisition
Benefits Comparison Analysis

PLAN/PROGRAM		PRENTISS	BRANDYWINE	TRANSITION INFORMATION

RETIREMENT PLANS
	Carrier	Merrill Lynch	John Hancock/ManuLife	Will look at merged plan in 2006
				For future update: timing of transition

	Available Funds	14 with lifestyle funds	81 with lifestyle funds

	Eligibility	1st of Quarter after 1 year	1st of Quarter after 60 days	For future update: timing of entry per ERISA rules

	Match	25% up to 6% of salary	30% up to 10% of salary	For future update: timing of match per ERISA rules

	Profit Sharing	Plan allows; no recent contributions	Profit sharing 2 - 3% over past few years	Although this is discretionary, this Brandywine benefit is in addition to the match

	Vesting	immediate, upon entry	graduated over 3 years	Prentiss employees will be fully vested in Prentiss carryover account
				Past service will count for vesting in Brandywine plan


	Loans	Available for any reason; subject to legal restrictions	Available for hardship (per IRS) rules only; subject to legal restrictions	For Prentiss employees moving to Brandywine: loans outstanding will transition to Brandywine plan with similar repayment schedules

				For future update: Brandywine will review loan eligibility rules.

Additional Information about the Merger and Where to Find It

This presentation does not constitute an offer of any securities for sale. In connection with the proposed transaction, Brandywine and Prentiss Properties filed a joint proxy statement/prospectus as part of a registration statement on Form S-4 and other documents regarding the proposed merger with the Securities and Exchange Commission. Investors and security holders are urged to read the join proxy statement/prospectus when it becomes available because it will contain important information about Brandywine and Prentiss Properties and the proposed merger. A definitive proxy statement/prospectus will be sent to shareholders of Brandywine and Prentiss Properties seeking their approval of the transaction. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus (when available) and other documents filed by Brandywine and Prentiss Properties with the SEC at the SEC’s website at www.sec.gov. The definitive joint proxy stat ement/prospectus and other relevant documents may also be obtained, when available, free of cost by directing a request to Brandywine Realty Trust, 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Attention Investor Relations, (telephone 610-325-5600) or Prentiss Properties Trust, 3890 W. Northwest Highway, Suite 400, Dallas, Texas 75220, Attention: Investor Relations (telephone 214-654-0886). Investors and security holders are urged to read the proxy statement, prospectus and other relevant material when they become available before making any voting or investment decisions with respect to the merger.

Brandywine and Prentiss Properties and their respective trustees and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Brandywine and Prentiss Properties in connection with the merger. Information about Brandywine and its trustees and executive officers, and their ownership of Brandywine securities, is set forth in the proxy statement for Brandywine’s 2005 Annual Meeting of Shareholders, which was filed with the SEC on April 1, 2005. Information about Prentiss Properties and its trustees and executive officers, and their ownership of Prentiss Properties securities, is set forth in the proxy statement for the 2005 Annual Meeting of Shareholders of Prentiss Properties, which was filed with the SEC on April 5, 2005. Additional information regarding the interests of those persons may be obtained by reading the proxy statement/prospectus when it becomes available.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.