-----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, ExGjU4yLoNv4bOzdFKUSoE+Vzi1efFJoTS+eEoW56zZroSa1WZKJDgXANLp496lv tuU1LU+QbON+uYUF+X8TBg== 0000892626-02-000081.txt : 20020414 0000892626-02-000081.hdr.sgml : 20020414 ACCESSION NUMBER: 0000892626-02-000081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020213 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020215 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: 02551991 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: VMS STRATEGIC LAND TRUST DATE OF NAME CHANGE: 19910325 FORMER COMPANY: FORMER CONFORMED NAME: BANYAN STRATEGIC LAND TRUST DATE OF NAME CHANGE: 19920703 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): February 13, 2002 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 February 14, 2002, the Trust issued a Press Release announcing that it has executed an amendment to the employment agreement between the Trust and L.G. Schafran, the Trust's Chairman, Interim President and Chief Executive Officer. The term of the amendment is from February 13, 2002 until the final liquidation and dissolution of the Trust in accordance with the Plan of Termination and Liquidation. A copy of the amendment is attached hereto as Exhibit (10.2) and a copy of press release is attached hereto as exhibit (99.1).These exhibits 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 (10.2) First Amendment to Employment Agreement of L.G. Schafran dated February 13, 2002 Exhibit (99.1) Press Release dated February 14, 2002 - 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: February 15, 2002 BANYAN STRATEGIC REALTY TRUST (Registrant) By: /S/ JOEL L. TEGLIA ------------------------- Joel L. Teglia Executive Vice President, Chief Financial and Accounting Officer - 3 - EX-10.2 3 ex_102.txt EXHIBIT 10.2 - ------------ FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this "Amendment") is entered into effective as of February 13, 2002, by and between L.G. Schafran (the "Executive") and Banyan Strategic Realty Trust (the "Trust"). WHEREAS, the Executive and the Trust, entered into that certain Employment Agreement, dated as of October 26, 2000 (the "Employment Agreement"), pursuant to which the Executive continued to serve as the Trust's interim president and chief executive officer. Any capitalized term used but not defined herein, shall have the meaning ascribed to it in the Employment Agreement; WHEREAS, the term of the Employment Agreement expires as of the date hereof, and the Executive and the Trust desire to extend the term and amend certain provisions of the Employment Agreement, in accordance with the terms and conditions set forth herein; NOW THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trust and the Executive do hereby agree as follows: 1. TERM. The term of the Employment Agreement shall remain in effect, unless sooner terminated in accordance with the provisions therein, until the final liquidation and dissolution of the Trust (the "Remaining Term"). During the Remaining Term, Executive shall continue to serve as the Trust's Chairman, Interim President and Chief Executive Officer. 2. BASE COMPENSATION. (A) During the Remaining Term, for the services rendered by the Executive under the Employment Agreement, the Trust shall pay to the Executive an amount equal to Three Hundred Dollars ($300.00) for each hour the Executive provides services to the Trust pursuant to the Employment Agreement. During the Remaining Term, within thirty (30) days following the end of each month, the Executive shall submit to the Company a written statement (the "Statement"). The Statement shall set forth, in reasonable detail, and with specific references to the dates and services rendered, the amount of time spent, in quarter-hour increments, by the Executive during the immediately preceding month performing his services under the Employment Agreement. Within fifteen (15) days of receipt of the Statement, the Trust shall pay to the Executive an amount equal to the product of: (i) the number of hours set forth in the Statement, and (ii) $300; all compensation paid to the Executive hereunder shall be reduced by all federal, state, local and other withholding and similar taxes and payments required by applicable law. (B) The Trust may, in addition to Executive's base compensation as set forth above, pay Executive a bonus as determined by the Trust. The bonus will be determined by the independent trustees of the Trust in their discretion and may be based upon, among other things, Executive's achievement of performance objectives to be established by the Trust. 1 3. ADDITIONAL BENEFITS. During the Remaining Term, the Trust shall maintain in full force and effect Executive's medical and dental benefits (the "Continued Benefits"). If Executive's continued participation in the Continued Benefits is not permitted under the general terms and provisions of the applicable plans, programs, and arrangements, the Trust will reimburse Executive for the cost of extending the Continued Benefits through COBRA, such that on an after-tax basis, Executive is made whole. During the Remaining Term, the Executive shall no longer be entitled to participate in any deferred compensation plan sponsored by the Trust. Additionally, the Executive shall no longer be entitled to paid vacation with respect to the Trust. However, the Executive shall continue to be reimbursed by the Trust for all reasonable out-of-pocket business expenses incurred by the Executive in connection with performing his duties under the Employment Agreement, provided that the Executive provides the Trust with an accounting conforming to Internal Revenue Service or other requirements substantiating the nature of all reimbursable expenses. All reimbursements shall continue to be paid to the Executive within a reasonable time after receipt by the Trust of the appropriate documentation. 4. DIRECTORSHIP. Nothing contained herein shall affect the Executive's service on the Trust's board of trustees. The Executive shall continue to serve on the Trust's board of trustees for the remainder of his current term and for any successive term to which he is properly elected and qualified. 5. NOTICE. Any notice required or permitted hereunder or under the Employment Agreement shall be made in writing: (i) either by actual or delivery of the notice into the hands of the party entitled; or (ii) by depositing the notice in the United States mail certified or registered, return receipt requested, all postage prepaid and addressed to the party to whom notice is to be given at the party's respective address set forth below, or such other address as the party may from time to time designate by written notice to the other party. If to the Trust: Banyan Strategic Realty Trust 2625 Butterfield Road Oak Brook, Illinois 60523 Attn: General Counsel with copies to: Shefsky & Froelich Ltd. 444 North Michigan Avenue Suite 2500 Chicago, Illinois 60611 Attn: Michael J. Choate, Esq. If to the Executive: Mr. L.G. Schafran 54 Riverside Drive New York, New York 10024 with a copy to: Jay I. Gordon, Esq. Greenberg Traurig 200 Park Avenue New York, New York 10166 The notice shall be deemed to be received on the earlier of (i) the date of its actual receipt by the party entitled thereto and (ii) the third business day following the date of mailing. 2 6. ENTIRE AGREEMENT. Except as expressly set forth herein, this Amendment and the Employment Agreement, as amended hereby, constitute the entire agreement of the parties hereto with respect to the Executive's duties, compensation and severance as an employee of the Trust, and supersede all prior or contemporaneous contracts, representations, statements and warranties, whether oral or written, with respect to such matters. The Employment Agreement, and any and all modifications thereof, as amended hereby, shall have the same validity and effect as they had immediately prior to the execution and delivery of this Amendment. 7. GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois. 8. COUNTERPARTS. This Amendment may be executed in two or more counterparts, each of which will be deemed an original. 9. PAYMENT OF THE EXECUTIVE'S FEES. The Trust agrees to pay to the Executive the reasonable cost of the attorney's fees incurred by the Executive in the negotiation and preparation of this Amendment, within thirty (30) days of receipt by the Trust of a detailed accounting of such fees. [Remainder of page intentionally left blank] 3 IN WITNESS WHEREOF, this Agreement is entered into on the day and year first written above. BANYAN STRATEGIC REALTY TRUST By: /s/ Robert G. Higgins ---------------------------- Name: Robert G. Higgins Title: Vice President and General Counsel EXECUTIVE /s/ L.G. Schafran ---------------------------- L.G. Schafran 4 EX-99 4 ex_991.txt EXHIBIT 99.1 - ------------ 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 THURSDAY, FEBRUARY 14, 2002 BANYAN STRATEGIC REALTY TRUST EXTENDS CONTRACT WITH INTERIM PRESIDENT L.G. SCHAFRAN OAK BROOK, ILLINOIS - FEBRUARY 14, 2002 - BANYAN STRATEGIC REALTY TRUST (Nasdaq: BSRTS) announced today that it has executed an amendment to the employment contract between the Trust and L.G. Schafran, the Trust's Chairman, Interim President and Chief Executive Officer. The original contract expired on February 13, 2002. The Term of the amendment is from February 13, 2002 until the final liquidation and dissolution of the Trust in accordance with the Plan of Termination and Liquidation, adopted January 5, 2001. Under the terms of the amendment, Schafran will no longer be paid an annual salary, but will instead bill the Trust on an hourly basis for services rendered at the rate of $300.00 per hour. His reasonable business expenses (including health insurance premiums) will also be reimbursed. Mr. Schafran will continue to serve as Chairman of the Board of Trustees in addition to Interim President and CEO. Under the terms of the Trust's declaration, Mr. Schafran, as an officer, is deemed not to be an independent trustee and is not entitled to any compensation for serving as a trustee. The Trust's board remains comprised of three independent trustees and Mr. Schafran. In other news, the Trust announced that at the annual meeting of shareholders held on January 30, 2002, current trustees Walter E. Auch, Sr., Daniel Levinson, Steven Peck and L.G. Schafran were re-elected to an additional term. Following the annual meeting, the Trust's board of trustees approved terminating the Trust's Stock Option Program. Under the Program, each independent trustee is granted options to purchase 2,000 shares of the Trust's shares of beneficial interest ten days following his or her re- election as a trustee. In connection with terminating the Program, each trustee surrendered any unexercised vested options, which were granted under the Program in consideration for a cash payment equal to the surrender value of the options. As a result, Mr. Auch received $5,375.00 in exchange for his vested options; Mr. Levinson received $2,125.00, Mr. Peck received $2,125.00 and Mr. Schafran (who had received options under the Program prior to his appointment as Chief Executive Officer and Interim President) received $1,125.00. 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 (3) 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. -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 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. See Banyan's Website at http://www.banyanreit.com. -30- -----END PRIVACY-ENHANCED MESSAGE-----