-----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, AxRQZiABi50BfHGF25fguEAgN7bILSVlYWmmNg4Qa9znI80CwF+C6hrrL5RPzWfs /N9qzE/Kv7m8mMv38BrnkQ== /in/edgar/work/0000892626-00-000341/0000892626-00-000341.txt : 20001026 0000892626-00-000341.hdr.sgml : 20001026 ACCESSION NUMBER: 0000892626-00-000341 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001025 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANYAN STRATEGIC REALTY TRUST CENTRAL INDEX KEY: 0000790817 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 363375345 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15465 FILM NUMBER: 745537 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 8-K 1 0001.txt 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): October 25, 2000 BANYAN STRATEGIC REALTY TRUST ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Massachusetts 0-15465 36-3375345 (State of or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification incorporation) Number) 150 South Wacker Drive, Suite 2900, Chicago, IL 60606 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (312)553-9800 This document consists of 3 pages. Exhibit index is located on page 2. - 1 - ITEM 5. OTHER INFORMATION On October 25, 2000, the Trust issued a Press Release, a copy of which is attached hereto as Exhibit (99.23) and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits EXHIBIT NUMBER DESCRIPTION Exhibit (99.23) Press Release dated October 25, 2000 - 2 - SIGNATURES 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. Date: October 25, 2000 BANYAN STRATEGIC REALTY TRUST (Registrant) By: JOEL L. TEGLIA --------------------- Joel L. Teglia Vice President, Chief Financial and Accounting Officer - 3 - EX-99.23 2 0002.txt EXHIBIT 99.23 - ------------- AT THE TRUST Robert G. Higgins Karen Dickelman Vice President, General Counsel Investor Relations 312-683-5539 312 683-3671 ir@banyanreit.com FOR IMMEDIATE RELEASE Wednesday, October 25, 2000 BANYAN STRATEGIC REALTY TRUST TARGETS PROPOSAL TO PURCHASE ALL ASSETS CHICAGO, OCTOBER 25, 2000 - Banyan Strategic Realty Trust (Nasdaq:BSRTS) today announced that its Board of Trustees has authorized the negotiation of a contract with a potential purchaser of all of the Trust's real estate assets. In February of 2000, Banyan formed a financial advisory committee to evaluate strategic alternatives. As part of this process, the committee retained CFC Advisory Services Limited Partnership, an affiliate of Chicago-based Cohen Financial, to value Banyan's real estate assets and to assist the committee in identifying and executing strategies that the Board believes will maximize value while enhancing shareholder liquidity. As previously disclosed, CFC completed its strategic analysis of the portfolio and was subsequently authorized by the committee to market the Trust's real estate portfolio to persons or entities interested primarily in buying the Trust's properties in whole or in part. The Trust received and evaluated a number of proposals from prospective purchasers. After further discussions with CFC, and upon CFC's recommendation, the committee concluded that shareholder value and liquidity could be best maximized and enhanced by selling all of the Trust's real estate assets in a bulk transaction to a single buyer, rather than individually or in discreet groups over an extended period of time. If the Trust is successful in negotiating and completing a sale of its real estate assets, which it hopes to achieve by the end of the first calendar quarter of 2001, the Trust expects to distribute the net proceeds to its shareholders and to ultimately terminate the Trust pursuant to a plan of liquidation. The committee estimates that based on the price indicated in the proposal it has elected to pursue, and after paying or reserving for all known liabilities and the projected costs of winding up the Trust, the net proceeds available to shareholders would be approximately $6.20 per share. Although the Trust is in the process of negotiating a contract, there is no assurance that a contract or a transaction will be concluded or that the Trust will realize the net proceeds per share estimated above. The committee noted that a sale of the Trust's real estate assets in bulk will, in its view, reflect a discount that it believes is reasonable from that which may be achieved by selling the assets individually in a series of transactions after taking into account the risks and costs inherent in marketing the properties over an extended period of time. The net proceeds that would be available for distribution to shareholders after paying or providing for all of the Trust's liabilities, including the cost of terminating the Trust, the tax treatment of these distributions and the Trust's future financial statement presentation, will depend on a number of factors. These factors include the gross selling price of the assets, the timing of the adoption of a plan of liquidation, the time it takes to close a sale and the costs associated with a sale and winding up of the Trust. As a part of the process, the Trust intends to evaluate and determine the amount and frequency of shareholder distributions during the coming months. The Trust also confirmed its 12 cent per share third quarter distribution announcement of October 16, 2000. MORE ... Banyan Strategic Realty Trust is an equity Real Estate Investment Trust (REIT) that owns primarily office and flex/industrial properties. These properties are located in certain major metropolitan areas of the Midwest and Southeastern United States, including Atlanta, Georgia and Chicago, Illinois and smaller markets such as Huntsville, Alabama, Louisville, Kentucky, Memphis, Tennessee, and Orlando, Florida. The Trust's current portfolio consists of 27 properties totaling 3.5 million rentable square feet. As of this date, the Trust has 14,238,161 shares of beneficial interest outstanding. Except for the historical information contained herein, certain matters discussed in this release are forward-looking statements, the achievement of which involve risks and uncertainties that are detailed from time to time in our reports filed with the Securities and Exchange Commission, including the report on Form 10-K for the year ended December 31, 1999. The "Management's Discussion and Analysis of Financial Condition and Results of Operations" section was included in our Form 10-Q for the quarter ended June 30, 2000 which was filed with the Securities and Exchange Commission on August 14, 2000. Without limitation the foregoing words such as "anticipates", "expects", "intends", "plans", and similar expressions are intended to identify forward-looking statements. See Banyan's Website at http://www.banyanreit.com. For further information regarding Banyan free of charge via fax, dial 1-800-PRO-INFO and enter "BSRTS". - END - -----END PRIVACY-ENHANCED MESSAGE-----