-----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, Fg4lfg8USTi39FwQlK305EX7ZX0CNkdUPbfD2JPtLs94H169VnWf4AT5VJt5UuLp ScsCyOzLOXq6NXxkOArx9Q== 0000892626-01-000007.txt : 20010123 0000892626-01-000007.hdr.sgml : 20010123 ACCESSION NUMBER: 0000892626-01-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010119 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010119 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: 8-K SEC ACT: SEC FILE NUMBER: 000-15465 FILM NUMBER: 1511763 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): January 19, 2001 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 January 19, 2001, the Trust issued a Press Release a copy of which is attached hereto as Exhibit (99.2) 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 (99.2) Press Release dated January 19, 2001 - 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: January 19, 2001 BANYAN STRATEGIC REALTY TRUST (Registrant) By: JOEL L. TEGLIA --------------------- Joel L. Teglia Executive Vice President, Chief Financial and Accounting Officer - 3 - EX-99.2 2 0002.txt EXHIBIT 99.2 - ------------ AT THE TRUST Robert G. Higgins Investor Relations Vice President, General Counsel L.G. Schafran - Chairman and Interim CEO/President 312-683-5539 312 683-5525 bhiggins@banyanreit.com ir@banyanreit.com FOR IMMEDIATE RELEASE JANUARY 19, 2001 BANYAN STRATEGIC REALTY TRUST ANNOUNCES QUARTERLY DISTRIBUTION OF $.03 PER SHARE CHICAGO - JANUARY 19, 2001 - Banyan Strategic Realty Trust (Nasdaq: BSRTS) today declared a quarterly cash distribution of $.03 cents per share for the fourth quarter ended December 31, 2000. The distribution is payable February 28, 2001 to shareholders of record as of January 29, 2001. The $.03 per share distribution reflects a $.09 decrease from the $.12 distribution in each of the prior eleven quarters. The Trust had distributed $.10 per share in each quarter from September, 1990, to December, 1997. The decrease, according to the Trust, is directly attributable to a $1.4 million cash outlay during the quarter for tenant improvements necessitated primarily by the execution of major leases at the Trust's Colonial Penn Building in Tampa, Florida and the Lexington Business Center in Kentucky. Upon commencement of the lease terms, the occupancy at the Colonial Penn Building will increase from 72 percent to 100 percent and the occupancy of the Lexington Business Center will increase from 69 percent to 84 percent. The $1.4 million tenant improvement expense in the fourth quarter equaled the Trust's tenant improvement costs for the prior three quarters combined. Banyan adopted a Plan of Liquidation on January 8, 2001 and announced, on the same date, that it had entered into a definitive agreement to sell all of its real estate assets to Denholtz Management Corporation at a price of $226 million. The contract is subject to the completion of due diligence scheduled for March 30, 2001. Because the announced distribution follows the formal adoption of a Plan of Liquidation, the distribution will be treated as a return of capital to shareholders. Commenting on the fourth quarter distribution and the Denholtz transaction, the Trust's Interim President and CEO L.G. Schafran stated, "The buyer's due diligence is well underway and we continue to anticipate a late-April closing and a significant liquidating distribution soon thereafter. Our ability to make the liquidating distribution depends, however, upon the closing of the Denholtz transaction. In the meantime, although less than in prior quarters, we are making this fourth quarter distribution in recognition of our prior commitment to distribute to the shareholders as much as is prudent at the end of each quarter. We will continue to review our distributions on a quarterly basis." Banyan Strategic Realty Trust is an equity Real Estate Investment Trust (REIT) that owns primarily office and flex/industrial properties. The 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 14,282,640 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 such as the closing of the Denholtz transaction and other 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 and in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section which was included in our Form 10-Q for the quarter ended September 30, 2000 which was filed with the Securities and Exchange Commission on November 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. -30- -----END PRIVACY-ENHANCED MESSAGE-----