-----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, VA6n7O++rnzGQ56Y7y4X12URhFi//Vepy/Vfiyn0YMctS+mq+RjBDep5Wm1kRo0F jLLL60nAGD2LD1F6CXg8JQ== 0000892626-02-000089.txt : 20020414 0000892626-02-000089.hdr.sgml : 20020414 ACCESSION NUMBER: 0000892626-02-000089 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020221 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020222 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: 02555934 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 21, 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 21, 2002, the Trust issued a Press Release announcing that it has signed a contract to sell its 6901 Riverport Drive for a gross purchase price of $6.05 million. The Trust also announced that it has been notified by Nasdaq that because the Trust's shares of beneficial interest have traded below the minimum of $1.00 per share for the last thirty consecutive trading days, the Trust now faces delisting if the bid price of the Trust's shares of beneficial interest does not close at $1.00 per share for ten or more consecutive trading days between now and May 15, 2002. A copy of press release 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 February 21, 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 22, 2002 BANYAN STRATEGIC REALTY TRUST (Registrant) By: /S/ JOEL L. TEGLIA ------------------------- Joel L. Teglia Executive Vice President, Chief Financial and Accounting Officer - 3 - EX-99.2 3 ex_992.txt EXHIBIT 99.2 - ------------- 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 21, 2001 BANYAN STRATEGIC REALTY TRUST SIGNS CONTRACT TO SELL 6901 RIVERPORT DRIVE OAK BROOK, ILLINOIS - FEBRUARY 21, 2002 - Banyan Strategic Realty Trust (Nasdaq: BSRTS) today announced that it has signed a contract to sell its Louisville, Kentucky property, known as 6901 Riverport Drive, for a gross purchase price of $6.05 million. The purchaser is an entity to be formed by Daniel Smith of Charlotte, North Carolina. Entities owned and/or controlled by Mr. Smith previously managed properties owned by the Trust in Florida, and jointly owned with the Trust the Woodcrest property in Tallahassee, Florida. The Riverport property is a 322,000 square foot bulk warehouse facility located in the Riverport Industrial area of suburban Louisville. It is currently 55% leased by The Apparel Group, Ltd., whose lease expires in July of 2004. The remaining 146,000 square feet are unoccupied. The purchase contract contains a 60-day inspection period during which the purchaser can conduct various tests and investigations of the property and the surrounding market. During the inspection period the purchaser may terminate the contract without penalty. The contract is also subject to the ability of the purchaser to obtain, within sixty days, suitable financing (as determined in the purchaser's sole discretion) for the contemplated purchase. The purchaser has the right to attempt to assume the existing industrial revenue bond financing or to seek new financing. If the purchaser cannot obtain suitable financing within sixty days, the purchaser can terminate the contract without penalty. Closing must take place within sixty days of the end of the inspection period (i.e. on or prior to June 21, 2002). If the sale to Mr. Smith is consummated, the Trust expects to utilize the proceeds to retire (or, in the event of an assumption, credit to the purchaser) the existing Riverport debt, ($3.4 million) and to pay real estate commissions, closing costs and prorations (approximately $0.5 million), thus realizing net proceeds of approximately $2.15 million, or approximately thirteen cents per share. The Trust added that it intends to continue its policy of making liquidating distributions to its shareholders when, and as often as, conditions warrant, including as soon as practical after a closing. In other news, the Trust announced that it has been notified by Nasdaq that because the Trust's shares of beneficial interest have traded below the minimum of $1.00 per share for the last thirty consecutive trading days, the Trust now faces delisting if the bid price of the Trust's shares of beneficial interest does not close at $1.00 or more per share for ten or more consecutive trading days between now and May 15, 2002. The Trust's shares would be delisted, subject to the Trust's right of appeal. The Trust is currently looking into alternatives in order to provide a market for the exchange of its shares. -more- BANYAN STRATEGIC REALTY TRUST Add 1 Banyan Strategic Realty Trust is an equity Real Estate Investment Trust (REIT) that, 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. 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-----