-----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, M/oAXyUgb4FlhevfCeui9IB5oZgJvVCcs7B92f7yNKzpc+Wta/ixUWxmyLWfzZqj uKKlrKOSlqWBzoSgOS6fBA== 0000892626-98-000173.txt : 19980407 0000892626-98-000173.hdr.sgml : 19980407 ACCESSION NUMBER: 0000892626-98-000173 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980403 EFFECTIVENESS DATE: 19980403 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANYAN STRATEGIC REALTY TRUST CENTRAL INDEX KEY: 0000790817 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363375345 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49437 FILM NUMBER: 98587775 BUSINESS ADDRESS: STREET 1: 150 S WACKER DR STE 2900 STREET 2: SUITE 2900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3125539800 FORMER COMPANY: FORMER CONFORMED NAME: BANYAN STRATEGIC LAND TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VMS STRATEGIC LAND TRUST DATE OF NAME CHANGE: 19910325 S-8 1 As filed with the Securities and Exchange Commission on April 3, 1998 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. -------------------- Form S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 -------------------- BANYAN STRATEGIC REALTY TRUST ------------------------------------------------------ (Exact name of registrant as specified in its charter) Massachusetts 36-3375345 (State or other jurisdiction of (I.R.S. Employee Incorporation or organization) Identification No.) 150 South Wacker Drive Chicago, Illinois 60606 (312) 553-9800 (Address including zip code, and telephone number, including area code, of registrant's principal executive offices) BANYAN STRATEGIC REALTY TRUST 1997 OMNIBUS STOCK AND INCENTIVE PLAN (Full Title of Plan) LEONARD G. LEVINE BANYAN STRATEGIC REALTY TRUST 150 South Wacker Drive Chicago, Illinois 60606 (312) 553-9800 (Name and address, including zip code, and telephone number, including area code, of agents for service) -------------------- With a Copy to: MICHAEL J. CHOATE, ESQ. SHEFSKY & FROELICH LTD. 444 North Michigan Avenue, Suite 2500 Chicago, Illinois 60611 (312) 527-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement has become effective. CALCULATION OF REGISTRATION FEE
PROPOSED TITLE OF EACH CLASS PROPOSED MAXIMUM MAXIMUM OF SECURITIES TO AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION BE REGISTERED BE REGISTERED PER SHARE PRICE (2) FEE (2)(3) - ------------------ ------------- --------------- ------------------ ------------ Shares of Beneficial Interest, no par value (1)(2) 1,000,000 $5.94 $5,940,000 $1752.30 TOTAL 1,000,000 $5.94 $5,940,000 $1752.30 - -------------------- (1) Represents shares of beneficial interest which are issuable pursuant to the exercise of options granted under the Company's 1997 Omnibus Stock and Incentive Plan. (2) The Registration Statement also relates to an additional indeterminate number of shares of beneficial interest of the Company as may be issued upon the antidilution provisions contained in the Company's 1997 Omnibus Stock and Incentive Plan. (3) Pursuant to Rule 457(c), the fee is calculated on the basis of the average of the bid and ask prices on April 1, 1998 on the Nasdaq National Market for Shares of beneficial interest.
TABLE OF CONTENTS Page ---- I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information . . . . . . . . . . . . . . . . 1 Item 2. Registrant Information and Employee Annual Information. . . . . . . . . . . 1 II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. . . . . 1 Item 4. Description of Securities. . . . . . . . . . . . 2 Item 5. Interest of Name Experts and Counsel . . . . . . 2 Item 6. Indemnification of Directors and Officers. . . . 2 Item 7. Exemption from Registration Claimed. . . . . . . 3 Item 8. Exhibits . . . . . . . . . . . . . . . . . . . . 3 Item 9. Undertakings . . . . . . . . . . . . . . . . . . 3 i PART I Item 1. Plan Information Information required by Part I of Form S-8 to be contained in a Section 10(a) Prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the "Securities Act"). Item 2. Registrant Information and Employee Annual Information The documents set forth in Item 3 of Part II of this Registration Statement are incorporated by reference in the Section 10(a) Prospectus and along with copies of the Banyan Strategic Realty Trust 1997 Omnibus Stock and Incentive Plan (the "Plan") and are available without charge, upon written or oral request from the Registrant. Requests should be directed to Robert G. Higgins, Vice President, Secretary and General Counsel, 150 South Wacker Drive, Chicago, Illinois 60606, (312-553-9800). PART II Item 3. Incorporation of Documents by Reference The following documents filed with the Securities and Exchange Commission by the Registrant are hereby incorporated by reference in this Registration Statement and made a part thereof as of their respective filing dates: 1. The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. 2. The Registrant's 1997 Omnibus Stock and Incentive Plan which is included as Annex C to the Registrant's definitive Proxy Statement filed June 10, 1997 with respect to the Annual Meeting held July 8, 1997. 3. The description of the Registrant's Shares of Beneficial Interest which is contained in the Registrant's Registration Statement on Form 8-A dated September 22, 1987 filed with the Securities and Exchange Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, including any amendments or reports filed for the purpose of updating the description. 4. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares of beneficial interest offered have been sold or which deregisters all of the shares then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing of those documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes this statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 1 Item 4. Description of Securities Not Applicable Item 5. Interest of Named Experts and Counsel Not Applicable Item 6. Indemnification of Directors and Officers Article VIII, Section 8.4 of the Registrant's Declaration of Trust requires the Registrant to indemnify and hold harmless any person made a party to any action, suit or proceeding or against whom a claim or liability is asserted by reason of the fact that he, his testator or intestate was or is a Trustee, Advisor, officer, employee or other agent acting on behalf of the Registrant against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Registrant, provided that: (i) the person has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interest of the Registrant; (ii) the liability or loss was not the result of the person's negligence or misconduct; and (iii) the indemnification or agreement to hold harmless is recoverable only out of the assets of the Registrant and not from the shareholders. Indemnification will not be allowed for any liability imposed by judgment, and costs associated therewith, including attorneys' fees, arising from or out of a violation of state or federal securities laws; provided, however, that indemnification for losses, liabilities, settlements and related expenses of lawsuits alleging securities law violations may be permitted if: (a) a court approves the settlement and finds that indemnification of the settlement and related costs should be made; or (b) there has been a dismissal with prejudice or a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee. Any person seeking indemnification must apprise the court of the position of the Securities and Exchange Commission (the "Commission") and the Massachusetts Securities Division with respect to indemnification for securities law violations, before seeking court approval for indemnification. The Registrant may not advance funds to any person for legal expenses and other costs incurred as a result of any legal action initiated against such person by a shareholder of the Registrant. The Registrant may advance funds to a person for legal expenses and other costs incurred as the result of a legal action if the following three conditions are satisfied: (i) the legal action relates to the performance of duties or services by such person on behalf of the Registrant; (ii) the legal action is initiated by a third party who is not a shareholder of the Registrant; and (iii) such person agrees in writing to repay the advanced funds to the Registrant if it is ultimately determined that he is not entitled to indemnification by the Registrant as authorized herein. The rights accruing to any person under these provisions shall not exclude any other right to which he may be lawfully entitled, nor shall anything contained herein restrict such right of a Trustee to contribution as may be available under applicable law. The Registrant has the power to purchase and maintain liability insurance on behalf of any person entitled to indemnity hereunder, including the Trustees, but the Registrant may not incur the cost of that portion of liability insurance which insures any party against any liability for which he could not be indemnified under the Registrant's Declaration of Trust. 2 Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended and the rules and regulations thereunder (the "Act") may be permitted for trustees, officers and controlling persons of the Registrant pursuant to the foregoing, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 7. Exemption from Registration Claimed Not Applicable Item 8. Exhibits The Exhibits to this Registration Statement are listed in the Exhibit Index on Page 7 of this Registration Statement, which Index is incorporated herein by reference. The Registrant hereby undertakes to submit the Plan and any amendments thereto to the Internal Revenue Service (the "IRS") in a timely manner and will make all changes required by the IRS in order to qualify the Plan. Item 9. Undertakings (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 3 (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on the 3rd day of April, 1998. BANYAN STRATEGIC REALTY TRUST By: /s/ Leonard G. Levine ------------------------------ Leonard G. Levine President POWER OF ATTORNEY We, the undersigned, do hereby severally constitute and appoint Leonard G. Levine and Robert G. Higgins, and each or either of them, our true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments or post-effective amendments to this Registration Statement (including post-effective amendments) and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ Leonard G. Levine President April 3, 1998 Leonard G. Levine (Principal Executive Officer) /s/ Joel L. Teglia Vice President and April 3, 1998 Joel L. Teglia Chief Financial Officer /s/ Walter E. Auch, Sr. Trustee April 3, 1998 Walter E. Auch, Sr. /s/ Norman M. Gold Trustee April 3, 1998 Norman M. Gold /s/ Marvin A. Sotoloff Trustee April 3, 1998 Marvin A. Sotoloff 5 EXHIBIT INDEX ------------- Exhibit No. Description of Exhibit - ------- ---------------------- 4.1 Banyan Strategic Realty Trust 1997 Omnibus Stock and Incentive Plan (incorporated by reference to Annex C to the Registrant's definitive Proxy Statement filed June 10, 1997 with respect to the Annual Meeting held July 8, 1997) 4.2 Amendment to Banyan Strategic Realty Trust 1997 Omnibus Stock and Incentive Plan 5 Opinion of Peabody & Brown 23.1 Consent of Ernst & Young LLP 23.2 Consent of Peabody & Brown (included in the opinion filed as Exhibit 5 to this Registration Statement) 24 Power of Attorney (included on the signature page for this Registration Statement) EX-4.2 2 EXHIBIT 4.2 - ----------- AMENDMENT TO BANYAN STRATEGIC REALTY TRUST 1997 OMNIBUS STOCK AND INCENTIVE PLAN This Amendment to the Banyan Strategic Realty Trust 1997 Omnibus Stock and Incentive Plan (the "Amendment") is made and entered into as of this 17th day of July, 1997. WHEREAS, management of the Trust has recommended, and the Board of Trustees is desirous of, adopting the recommendations and amending certain aspects of the Plan. NOW THEREFORE, the Plan is hereby amended in the following: 1. Section IV(a)(i) shall be amended by deleting the first paragraph thereof in its entirety and substituting in its entirety the following: (a)(i) GRANT/EXERCISE. The Board may grant Options to Participants in number and on terms determined by the Board; provided, however, that each Person serving as an "Independent Trustee" on the tenth business day after final adjournment of the Company's annual meeting convened on July 8, 1997 shall receive an Option to acquire 2,000 Shares, and provided further that each Person serving as an Independent Trustee ten business days after the final adjournment of each succeeding annual meeting will be granted an Option to purchase 2,000 Shares. Notwithstanding anything to the contrary contained in this Plan, the Board may not increase the number of Shares underlying options which may be granted to Independent Trustees hereunder without the Approval of the Trust's holders of beneficial interest. 2. Section V shall be amended by deleting Clause (a) in its entirety and substituting in its entirety the following: (a) NUMBER OF SHARES The stock subject to the Awards granted under this Plan will be the Company's shares of beneficial interest, no par value, and any other stock or security resulting from the adjustment thereof or substitution therefore. There shall be one million (1,000,000) Shares reserved and available for Awards granted hereunder. The Shares issued upon exercise of an Award may be authorized and unissued Shares, or Shares issued and reacquired by the Company. In no event may the number of Shares reserved and available for issuance hereunder be increased except with the Approval of the Trust's holders of beneficial interest. 3. Section VI shall be amended by deleting Clause (b) in its entirety and substituting in its entirety the following: (b) EXERCISE OF AWARDS Except for Stock Options awarded to the Independent Trustees, Awards granted hereunder will generally vest and be exercisable in installments as follows: (i) to the extent of 33.3% of the number of Shares commencing on the first anniversary of the date of grant; (ii) to the extent of an additional 33.3% of Shares commencing on the second anniversary of the date of grant; and (iii) to the extent of an additional 33.4% of Shares commencing on the third anniversary of the date of grant; provided that the Board may accelerate vesting in the event of a Participant's death, permanent disability or retirement in accordance with the Company's retirement policy or where acceleration of vesting is, in the Board's judgment, in the Company's best interest provided further that no Award will vest if, to do so, would create a situation which would result in an "excess parachute payment" within the meaning of Section 280G of the Code. Stock Options granted to the Independent Trustees hereunder will vest and be exercisable in installments as follows: (i) to the extent of 50.0% of the number of Shares commencing on the first anniversary of the date of grant; and (ii) to the extent of 50.0% of the number of Shares commencing on the second anniversary of the date of grant. If the Participant does not, in any given period, purchase all of the Shares subject to the Award, the Participant's right to purchase any Shares not purchased in the period will continue until the expiration or sooner termination of the Award, except to the extent provided otherwise in the Plan Agreement. Except as otherwise provided herein or in a Plan Agreement, as a condition to the grant of an award to any Employee, the Participant must remain in the continuous employ of the Company or its subsidiaries for the period of time specified by the Board and the Plan Agreement. To exercise an Award, the Participant must give written notice to the Company's Vice President General Counsel at the Company's office at Suite 2900, 150 South Wacker Drive, Chicago, Illinois 60606 (or the office which is the successor main office or which is otherwise designated as the office to which notice is to be given) of the number of Shares to be acquired and make any arrangements with the Vice President General Counsel as are acceptable to the Vice President General Counsel to satisfy the Participant's federal, state and local tax withholding obligations and satisfy the Participant's obligation under the Plan and the Plan Agreement. Nothing herein shall prevent the Board from imposing vesting requirements in connection with any specific Award which are more restrictive than those generally set forth herein; provided, however, that the Board may not make changes to the vesting requirements described herein which are generally more favorable than those set forth herein without the Approval of the Trust's holders of beneficial interest. 4. Section VII(b) shall be amended by adding the following: (viii) Repricing. Notwithstanding anything to the contrary contained herein in this Section VII, the Board may not reprice or otherwise exchange any of the Awards outstanding under the Plan unless the repricing or exchange is: (a) authorized by a committee composed entirely of Independent Trustees to fulfill a legitimate Trust purpose; (b) utilized only to maintain option value due to extreme circumstances beyond management's control; and (c) limited to no more than 10% of the Shares authorized for grant under the Plan. Further, except as provided in this Section VII, the Board shall not have the power to waive any conditions precedent to the exercise of Awards except with the Approval of the Trust's holders of beneficial interest. 5. Section VII shall be amended by deleting Clause (i) in its entirety and substituting in its entirety the following: (i) AMENDMENT, MODIFICATION AND TERMINATION Subject to the terms of the Plan, and except as specifically provided herein, the Board may alter, amend, suspend or terminate the Plan in whole or in part provided that the Board may not amend the definition of "Participant" as set forth in Section VIII(w) hereof or this Section VII(i) without Approval of the Trust's holders of beneficial interest. Except as set forth in Section VII(b), the Board may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or non-recurring events affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations or accounting principles, whenever the Board determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan; provided that no such adjustment may be authorized to the extent that an adjustment would be inconsistent with the requirements of Section 162(m) of the Code, as from time to time amended. No termination, amendment or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding the Award. For purposes of this Plan, "Approval" shall mean the affirmative vote of a majority of the Trust's holders of shares of beneficial interest present in person or by proxy and eligible to vote at any annual or special meeting of the Trust's holders of beneficial interest called for the purpose of, among other things, seeking Approval. IN WITNESS HEREOF, this Amendment is adopted and executed on the day and year first written above. Board of Trustees BANYAN STRATEGIC REALTY TRUST /s/ Walter E. Auch, Sr. ------------------------------ Walter E. Auch, Sr. /s/ Norman M. Gold ------------------------------ Norman M. Gold /s/ Marvin A. Sotoloff ------------------------------ Marvin A. Sotoloff EX-5 3 EXHIBIT 5 - --------- OPINION OF PEABODY & BROWN [LETTERHEAD OF PEABODY & BROWN] April 3, 1998 Banyan Strategic Realty Trust 150 South Wacker Drive Chicago, Illinois 60606 Re: Banyan Strategic Realty Trust Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Banyan Strategic Realty Trust, a Massachusetts business trust (the "Trust"), in connection with the Shares to be issued by the Trust upon the exercise of options granted by the Trust under the Trust's 1997 Omnibus Stock and Incentive Plan, as amended to date (the "Plan"). For purposes of this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of: (i) the Trust's Declaration of Trust, as amended to date; (ii) records of the proceedings of the Trust as we deemed necessary or appropriate as a basis for the opinions set forth herein; and (iii) those matters of law as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In rendering our opinion, we have assumed without inquiry the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of these documents submitted to us as copies. We are admitted to the practice of law only in the Commonwealth of Massachusetts and, accordingly, we do not purport to be experts on the laws of any other jurisdiction nor do we express an opinion as to the laws of jurisdictions other than the laws of the Commonwealth of Massachusetts. On the basis of, and in reliance upon, the foregoing, and subject to the qualifications contained herein, we are of the opinion that the Shares, when issued in accordance with the Plan for the consideration set forth therein, will be validly issued, fully-paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendment thereto. Respectfully submitted, /s/ Peabody & Brown PEABODY & BROWN EX-23.1 4 EXHIBIT 23.1 - ------------ CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8) for the registration of 1,000,000 shares of beneficial interest pertaining to the Banyan Strategic Realty Trust 1997 Omnibus Stock and Incentive Plan of our report dated February 9, 1998 with respect to the consolidated financial statements of Banyan Strategic Realty Trust included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Chicago, Illinois April 1, 1998 -----END PRIVACY-ENHANCED MESSAGE-----