-----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, H46H908GqxvbtV53EguBlu1RYycw+Ki2akdFslTMjMMqD+CRwmd9iciZ19Hif0uV C/vCqa/ymQCmUdquK81vsQ== 0000892626-01-000140.txt : 20010330 0000892626-01-000140.hdr.sgml : 20010330 ACCESSION NUMBER: 0000892626-01-000140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010328 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010329 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: 1583827 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 28, 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 29, 2001, the Trust issued a Press Release announcing that on March 28, 2001 it amended its purchase contract with Denholtz Management Corporation dated January 8, 2001. A copy of the first amendment dated March 28, 2001 is attached hereto as Exhibit (10.18) and a copy of press release is attached hereto as Exhibit (99.7) and they are 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 (10.18) First Amendment to Purchase and Sale Agreement and Escrow Agreement dated March 28, 2001. Exhibit (99.7) Press Release dated March 29, 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 29, 2001 BANYAN STRATEGIC REALTY TRUST (Registrant) By: /s/ Joel L. Teglia --------------------- Joel L. Teglia Executive Vice President, Chief Financial and Accounting Officer - 3 - EX-10.18 2 0002.txt EXHIBIT 10.18 - ------------- ============================================================ FIRST AMENDMENT to PURCHASE AND SALE AGREEMENT and ESCROW AGREEMENT by and among The Sellers Defined Herein, Banyan Strategic Realty Trust and Denholtz Management Corporation Dated March 28, 2001 ============================================================ FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW AGREEMENT This First Amendment to Purchase and Sale Agreement and Escrow Agreement made this 28th day of March, 2001 by and among BSRT University Square L.L.C., an Illinois limited liability company, BSRT Woodcrest Office Park Limited Partnership, an Illinois limited partnership, BSRT Commerce Center L.L.C., an Illinois limited liability company, BSRT Avalon Ridge L.L.C., an Illinois limited liability company, BSRT Technology Park (GA) L.L.C., an Illinois limited liability company, BSRT Johns Creek L.L.C., an Illinois limited liability company, BSRT/M&J Northlake Limited Partnership, an Illinois limited partnership, BSRT Technology Center L.L.C., an Illinois limited liability company, BSRT Fountain Square L.L.C., an Illinois limited liability company, BSRT University Corporation Center L.L.C., an Illinois limited liability company, BSRT Metric Plaza L.L.C., an Illinois limited liability company, BSRT Park Center L.L.C., an Illinois limited liability company, BSRT Sand Lake Tech Center L.L.C., an Illinois limited liability company, BSRT Peachtree Pointe L.L.C., an Illinois limited liability company, BSRT Phoenix Business Park L.L.C., an Illinois limited liability company, BSRT Southlake L.L.C., an Illinois limited liability company, BSRT Avalon Center L.L.C., an Illinois limited liability company, BSRT Airways Plaza L.L.C., an Illinois limited liability company, BSRT Newtown Trust, a Massachusetts business trust, BSRT Lexington Trust, a Massachusetts business trust, BSRT Lexington B Corp., an Illinois corporation, Banyan/Morgan MOC Limited Partnership, an Illinois limited partnership, Banyan/Morgan Willowbrook Limited Partnership, an Illinois limited partnership, Banyan/Morgan Elmhurst L.L.C., an Illinois limited liability company, Banyan/Morgan Wisconsin L.L.C., an Illinois limited liability company, BSRT Riverport Trust, a Massachusetts business trust, BSRT Butterfield Office Plaza L.L.C., an Illinois limited liability company, and Tower Lane Limited Partnership, an Illinois limited partnership, each having an address of c/o Banyan Strategic Realty Trust, 150 South Wacker Drive, Suite 2900, Chicago, Illinois 60606 (hereinafter individually referred to as a "Seller" and collectively referred to as the "Sellers"), Banyan Strategic Realty Trust, a Massachusetts business trust having an address at 150 South Wacker Drive, Suite 2900, Chicago, Illinois 60606 (hereinafter referred to as "BSRT") and Denholtz Management Corporation, a New Jersey corporation, having an address of c/o Denholtz Associates, 1600 St. Georges Avenue, Rahway, New Jersey 07065, its assignees or nominees (hereinafter referred to as "Buyer"). Sellers, BSRT and Buyer executed and delivered (i) a Purchase and Sale Agreement dated January 8, 2001 (the "Contract") for the purchase and sale of thirty (30) Properties as defined in the Contract; and (ii) an Escrow Agreement (to which Commonwealth Land Title Insurance Company ("Escrowee") is also a party) dated January 8, 2001 (the "Escrow Agreement"); and Sellers, BSRT, Buyer and Escrowee desire to amend the Contract and the Escrow Agreement on the terms and conditions hereof; and Capitalized terms used but not defined herein shall have the same meanings as ascribed to such terms in the Contract and the Escrow Agreement. 1 Now, therefore, the parties hereto, in consideration of the mutual covenants herein contained, and respectively expressing the intention to be legally bound hereby, covenant and agree as follows: 1. AMENDMENT. a. SECTION 3.3 - Section 3.3 of the Contract is deleted in its entirety, and the following is inserted in its place: "If, on or before April 9, 2001, Buyer shall give written notice to Sellers that Buyer is dissatisfied with the result of Buyer's investigation with respect to the Properties or the operation thereof, for any reason, then this Agreement shall thereupon terminate, and except as otherwise provided herein, neither Sellers nor Buyer shall have any further liability or obligation to the other hereunder, but Buyer shall be entitled to a return of a portion of the Downpayment equal to $1,250,000 (plus all interest on the Downpayment) and BSRT shall be entitled to a portion of the Downpayment equal to $250,000. The earlier to occur of (a) the date Buyer waives in writing its right pursuant to this Section 3.3, or (b) April 9, 2001 (assuming Buyer does not exercise its option pursuant to this Section 3.3) shall be hereinafter referred to as the "Due Diligence Date." Buyer shall be responsible for all expenses incurred by Buyer in connection with its investigation of the Properties except as set forth in Sections 5.5, 18.5 and 19.2 hereof. Prior to the Due Diligence Date, if Buyer has not terminated this Agreement, Buyer shall notify Sellers which Properties Buyer intends to acquire subject to the applicable Existing Indebtedness." b. ESCROW AGREEMENT - The first sentence in paragraph 4 of the Escrow Agreement is hereby deleted and the following is inserted in its place: "If the Purchase Agreement is terminated in accordance with Section 3.3 thereof, $250,000 of the Downpayment shall be paid to BSRT and the remainder (and all interest earned thereon) shall be paid to Buyer." 2. BOARD OF TRUSTEES APPROVAL. BSRT hereby represents and warrants that its Board of Trustees has approved this First Amendment on March 28, 2001. 3. REAFFIRMATION. In all other respects, Sellers, BSRT, Buyer and Escrowee reaffirm, readopt and ratify the Contract and the Escrow Agreement. 2 IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first above written. BUYER: Denholtz Management Corporation By: ------------------------------ Name: ------------------------------ Title: ------------------------------ BSRT: BANYAN STRATEGIC REALTY TRUST By: ------------------------------ Name: ------------------------------ Title: ------------------------------ SELLERS: ALL SELLERS AS DEFINED ABOVE By: ------------------------------ Name: ------------------------------ Title: ------------------------------ Of each of the Sellers and on behalf of each of the Sellers ESCROWEE: COMMONWEALTH LAND TITLE INSURANCE COMPANY By: ------------------------------ Name: ------------------------------ Title: ------------------------------ 3 EX-99.7 3 0003.txt EXHIBIT 99.7 - ------------ 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 THURSDAY, MARCH 29, 2001 BANYAN AND DENHOLTZ EXTEND DUE DILIGENCE PERIOD; $250,000 OF EARNEST MONEY BECOMES NON-REFUNDABLE CHICAGO -- MARCH 29, 2001 Banyan Strategic Realty Trust (Nasdaq: BSRTS) announced today that it has amended its purchase contract with Denholtz Management Corporation dated January 8, 2001. Under the terms of the amendment, the due diligence period granted to Denholtz, which was set to expire on March 30, 2001, has been extended to April 9, 2001. In return, Denholtz agreed to pay Banyan $250,000 if Denholtz terminates the purchase contract prior to April 9th. Denholtz previously deposited $1.5 million in escrow. Denholtz retains the absolute right to terminate the contract in its sole discretion through April 9, 2001, subject to the $250,000 payment. Banyan added that the parties contemplate a more substantive amendment of the contract that would be completed by April 9, 2001. In particular, Banyan explained that this second amendment would, among other things, likely: (i) reduce the purchase price for the entire portfolio from $226 million to $224 million; (ii) reduce the amount of additional earnest money that Denholtz must deposit from $1.5 million to $750,000; (iii) extend the due date for depositing this additional earnest money from the expiration of the due diligence period to the earlier of April 30, 2001, or receipt of a firm financing commitment from Denholtz; and (iv) extend the closing date, on twenty-seven properties (contract price $185.25 million), from April 30, 2001 to June 1, 2001. Banyan explained that the parties will likely extend the closing for University Square to December 19, 2001 and that it would have the right to close the sale of Riverport and Northlake within 90 days of providing written notice to Denholtz, but not later than April 9, 2002. The contract price of the three assets excluded from the initial closing is $38.75 million. Banyan added that it would likely retain the right to sell either or both of Northlake or Riverport to a third party at any time, notwithstanding the existing contract. Banyan stated that the terms of the second amendment remain subject to further negotiation and stressed that there is no assurance that the amendment will be completed, or that the transaction will close. 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. Banyan's current portfolio consists of properties totaling 3.5 million rentable square feet. As of this date Banyan has 14,291,940 shares of beneficial interest outstanding. --more-- Banyan Strategic Realty Trust Add 1 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-----