-----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, AX0eE2xVgd7Dcn0PIs5nX20b9I1E/i4mq9v8tb0+ukjTQfz8mQDaObSzIIRfV4vE iUVTgzYHpULKXCWKLoTUnQ== 0000892626-01-000121.txt : 20010320 0000892626-01-000121.hdr.sgml : 20010320 ACCESSION NUMBER: 0000892626-01-000121 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010316 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010319 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: 1571261 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): March 16, 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 March 16, 2001, the Trust issued a Press Release a copy of which is attached hereto as Exhibit (99.6) 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 (99.6) Press Release dated March 16, 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: March 19, 2001 BANYAN STRATEGIC REALTY TRUST (Registrant) By: /s/ Joel L. Teglia --------------------- Joel L. Teglia Executive Vice President, Chief Financial and Accounting Officer - 3 - EX-99.6 2 0002.txt EXHIBIT 99.6 - ------------ AT THE TRUST Investor Relations Robert G. Higgins L.G. Schafran Vice President, General Counsel Chairman and Interim CEO/President 312-683-5539 312 683-5525 bhiggins@banyanreit.com ir@banyanreit.com FOR IMMEDIATE RELEASE FRIDAY, MARCH 16, 2001 BANYAN WINS SHAREHOLDER CONSENT LAWSUIT BY SUMMARY JUDGMENT CHICAGO - MARCH 16, 2001 -- Banyan Strategic Realty Trust (Nasdaq: BSRTS) announced today that summary judgment has been entered in Banyan's favor against Banyan's suspended president Leonard G. Levine in a shareholder derivative action filed by Levine on January 19, 2001. In the lawsuit, Levine sought an injunction to prevent Banyan's trustees from concluding the sale of substantially all of Banyan's assets to Denholtz Management Corporation for $226 million, until such time as Banyan's shareholders could approve the transaction. The sale is scheduled to close on April 30, 2001, subject to the right of the purchaser to terminate on or before March 30, 2001 for due diligence reasons. Banyan contended that the trustees were specifically authorized by its Declaration of Trust to sell the assets in accordance with a Plan of Liquidation adopted by Banyan on January 5, 2001 and that such authority was absolute and did not require shareholder consent or approval. Noting in its Memorandum Opinion and Order that: "Levine himself has represented to the trustees on three occasions . . . that a sale of all of the Trust's assets pursuant to a plan of liquidation does not require shareholder approval," the Court ruled in favor of Banyan, stating: "To read the two clauses [relied upon by Levine] in Section 7.7 [of the declaration] as requiring shareholder approval in liquidation situations makes no sense because liquidation involves termination and winding up of the business' affairs." Upon learning of the January 19, 2001 filing of the lawsuit, the trustees' attorneys, on January 29, 2001, removed the case from the jurisdiction of the Circuit Court of Cook County, Illinois, and transferred the case to the United States District Court for the Northern District of Illinois. On February 1, 2001, Banyan intervened in the case as an additional defendant. Banyan and the trustees then filed a motion for summary judgment on February 9, 2001 and asked the Court to impose an expedited briefing and ruling schedule in view of the scheduled closing of the Denholtz transaction. Levine's attorneys filed a cross-motion for summary judgment on February 20, 2001 and the entire matter was fully briefed and submitted to Judge Ronald Guzman on March 2, 2001. His ruling was issued on March 14, 2001, and Banyan learned of his decision today. Commenting upon the result, Robert G. Higgins, Banyan's General Counsel, said: "We are extremely pleased and gratified by the entry of summary judgment in our favor. The speed and efficiency with which this critical case was handled is a tribute to a responsive judicial system and the tireless work and legal expertise of our attorneys Schiff, Hardin & Waite and the trustees' attorneys Goldberg, Kohn, Bell, Black, Rosenbloom & Moritz, Ltd. We are especially thankful to Judge Ronald Guzman who realized from the outset the importance of both the timing and the issues in this case and altered his customary schedule in order to act decisively and quickly." 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 14,291,940 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, 2000, filed with the Securities and Exchange Commission on March 9, 2001. 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-----