-----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, PKLC1xwVvMGnan5ajtiG2eSYZcDBR+TSTueOnnMkGj922q/m32C5bnOTYPkkWu7K SLxZPaBGkgPuAAmNYDwzWw== 0000892626-01-500196.txt : 20020412 0000892626-01-500196.hdr.sgml : 20020412 ACCESSION NUMBER: 0000892626-01-500196 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011130 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011205 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: 1934 Act SEC FILE NUMBER: 000-15465 FILM NUMBER: 1806718 BUSINESS ADDRESS: STREET 1: 2625 BUTTERFIELD RD STREET 2: STE 101 NORTH CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 6302187250 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 ban_8k.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): November 30, 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) 2625 Butterfield Road, Suite 101 N Oak Brook, Illinois 60523 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (630)218-7250 This document consists of 3 pages. Exhibit index is located on page 2. - 1 - ITEM 5. OTHER INFORMATION On November 30, 2001, the Trust issued a Press Release a copy of which is attached hereto as Exhibit (99.18) and is incorporated herein by reference. On December 4, 2001, the Trust issued a Press Release a copy of which is attached hereto as Exhibit (99.19) 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 (99.18) Press Release dated November 30, 2001 Exhibit (99.19) Press Release dated December 4, 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: December 5, 2001 BANYAN STRATEGIC REALTY TRUST (Registrant) By: /S/ JOEL L. TEGLIA ------------------------- Joel L. Teglia Executive Vice President, Chief Financial and Accounting Officer - 3 - EX-99.18 3 ex_9918.txt EXHIBIT 99.18 - ------------- AT THE TRUST Robert G. Higgins Investor Relations Vice President, General Counsel L.G. Schafran - Chairman and 630-218-7255 Interim CEO/President bhiggins@banyanreit.com 630-218-7250 ir@banyanreit.com FOR IMMEDIATE RELEASE FRIDAY, NOVEMBER 30, 2001 BANYAN STRATEGIC REALTY TRUST PEGS COMPLETION OF LITIGATION AS PRIMARY FOCUS OF LIQUIDATION STRATEGY OAK BROOK, ILLINOIS -- NOVEMBER 30, 2001 -- BANYAN STRATEGIC REALTY TRUST (Nasdaq: BSRTS) announced today that its Board of Trustees has determined that completion of the pending litigation between the Trust and its suspended president Leonard G. Levine will be the primary focus of its liquidation strategy going forward. The Trust, which adopted a Plan of Termination and Liquidation in January of 2001 and subsequently sold 85% of its portfolio in a single transaction in May of 2001, suspended Mr. Levine on August 14, 2000. Following the suspension, the Trust sought a judicial determination, pursuant to the terms of Mr. Levine's employment contract, that the Trust had and has just cause to terminate the contract. The lawsuit, filed in October of 2000 against Mr. Levine, is still pending. Significant discovery has been accomplished by the Trust and additional discovery is contemplated. The court has previously ordered that all written fact discovery be completed by January 31, 2002, and that all non- expert depositions be completed by April 30, 2002. A trial is anticipated in the fourth quarter of 2002 or the first quarter of 2003. Including costs, fees and potential damages, the suit and Levine's counterclaim involve more than $2 million. L.G. Schafran, Interim President, CEO and Chairman of the Board of Trustees of the Trust, commenting on the Trust's announcement, stated: "In view of the amounts at stake in the Levine litigation, and based upon the Trust's assessment of the likelihood of success, we have determined to postpone dissolution of the Trust until after the litigation has run its course. Our remaining properties will continue to be marketed for sale and/or lease, and will be disposed of as conditions warrant. However, we believe the adoption of this strategy allows our shareholders to obtain the full benefit of the anticipated result of this litigation and may have the added value of allowing the real estate markets to recover as we await the outcome. We intend to continue our policy of making liquidating distributions when, and as often as, circumstances permit." Since the adoption of the Plan of Termination and Liquidation, the Trust has distributed a total of $4.95 per share to its shareholders. In light of today's announcement, the Trust currently believes that it is unlikely that the Trust's liquidation will be completed by the end of 2002, as previously anticipated. --more-- BANYAN STRATEGIC REALTY TRUST ADD 1 Banyan Strategic Realty Trust is an equity Real Estate Investment Trust (REIT) which, on January 5, 2001, adopted a Plan of Termination and Liquidation. On May 17, 2001, the Trust sold approximately 85% of its portfolio in a single transaction and now owns interests in three real estate properties located in Atlanta, Georgia; Huntsville, Alabama; and Louisville, Kentucky. As of this date the Trust has 15,496,806 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 sale of the Trust's remaining properties, the amount of the remaining liquidating distributions, the outcome of pending litigation and other risks and uncertainties that are detailed from time to time in the Trust's reports filed with the Securities and Exchange Commission, including the report on Form 10-K for the year ended December 31, 2000, and in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section which was included in the Trust's Form 10-Q for the quarter ended September 30, 2001, which was filed with the Securities and Exchange Commission on November 14, 2001. Without limitation, the foregoing words such as "anticipates", "expects", "intends", "plans", and similar expressions are intended to identify forward-looking statements. For more information please go to Banyan's website at http://www.banyanreit.com. -30- EX-99.19 4 ex_9919.txt EXHIBIT 99.19 - ------------- AT THE TRUST Robert G. Higgins Investor Relations Vice President, General Counsel L.G. Schafran - Chairman and 630-218-7255 Interim CEO/President bhiggins@banyanreit.com 630-218-7250 ir@banyanreit.com FOR IMMEDIATE RELEASE TUESDAY, DECEMBER 4, 2001 BANYAN STRATEGIC REALTY TRUST OBTAINS $1 MILLION EARNEST MONEY FORFEITURE FOR FAILED UNIVERSITY SQUARE TRANSACTION OAK BROOK, ILLINOIS - DECEMBER 4, 2001 - BANYAN STRATEGIC REALTY TRUST (Nasdaq: BSRTS) announced today that it has received the $1 million earnest money deposit previously held in escrow to secure the performance by Denholtz Management Corp. of its obligations to purchase Banyan's University Square Business Center property in Huntsville, Alabama. The closing of the University Square property, originally scheduled for May 2001, was deferred by agreement of the parties to December 19, 2001, because of a prepayment prohibition relating to the mortgage on the property. On December 3, 2001, Denholtz notified Banyan in writing that Denholtz no longer intended to acquire University Square as required under the contract. The parties then mutually directed the earnest money to be paid to Banyan. Banyan will immediately make a required principal payment of $500,000 on the industrial revenue bonds that finance Banyan's Riverport project in Louisville, Kentucky. This payment is contractually required as a condition of the extension of Banyan's letter of credit last October. The remaining $500,000 will be used for general corporate purposes. In addition to University Square, Banyan owns interests in two other properties: Northlake Tower Festival Mall in Atlanta, Georgia and 6901 Riverport Drive in Louisville, Kentucky. Neither the Northlake property nor the Riverport property were subject to the same contractual obligation as University Square, but either could have been "put" to Denholtz prior to January 9, 2002. The forfeiture of the University Square earnest money extinguishes Banyan's right to "put" these other properties to Denholtz. L.G. Schafran, Chairman, Interim President and CEO of Banyan, stated: "We are, of course, disappointed that Denholtz failed to complete the purchase of University Square. We will immediately commence a marketing program in an effort to sell this asset at a favorable price. Our other properties are already being marketed for sale and lease. We will continue to make periodic liquidating distributions to our shareholders as conditions permit." --more-- BANYAN STRATEGIC REALTY TRUST ADD 1 Banyan also cautioned that in light of the forfeiture by Denholtz, there can be no assurance that Banyan will be able to achieve sales prices for its properties sufficient to allow it to make the aggregate liquidating distributions in amounts previously anticipated. Banyan expects that the amounts and timing of subsequent liquidating distributions will primarily depend upon the sale prices achieved for the Trust's remaining three properties and the outcome of the pending litigation between Banyan and its suspended president, Leonard G. Levine. Since adopting its Plan of Termination and Liquidation on January 5, 2001, Banyan has distributed $4.95 in liquidating distributions to its shareholders. Banyan Strategic Realty Trust is an equity Real Estate Investment Trust (REIT) which, on January 5, 2001, adopted a Plan of Termination and Liquidation. On May 17, 2001, the Trust sold approximately 85% of its portfolio in a single transaction and now owns interests in three real estate properties located in Atlanta, Georgia; Huntsville, Alabama; and Louisville, Kentucky. As of this date the Trust has 15,496,806 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 sale of the Trust's remaining properties, the amount of remaining liquidating distributions, the outcome of pending litigation and other risks and uncertainties that are detailed from time to time in the Trust's reports filed with the Securities and Exchange Commission, including the report on Form 10-K for the year ended December 31, 2000 and in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section which was included in the Trust's Form 10-Q for the quarter ended September 30, 2001 which was filed with the Securities and Exchange Commission on November 14, 2001. Without limitation of the foregoing, words such as "anticipates", "expects", "intends", "plans", and similar expressions are intended to identify forward-looking statements. For more information please go to Banyan's website at http://www.banyanreit.com. -30- -----END PRIVACY-ENHANCED MESSAGE-----