-----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, UY+EmjzfqqDRGYiExlxTPdJHNMr+ZBpZvjEmufqMo/xJFEqX/DwXoAm3qnCPUX0A EXpPBkMRG0bibHTLV38Lxg== 0000892626-02-000180.txt : 20020508 0000892626-02-000180.hdr.sgml : 20020508 ACCESSION NUMBER: 0000892626-02-000180 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020508 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020508 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: 02638028 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_4104.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): May 8, 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 May 8, 2002, the Trust issued a Press Release a copy of which is attached hereto as exhibit (99.9) 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 (99.9) Press Release dated May 8, 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: May 8, 2002 BANYAN STRATEGIC REALTY TRUST (Registrant) By: /S/ JOEL L. TEGLIA ------------------------- Joel L. Teglia Executive Vice President, Chief Financial and Accounting Officer - 3 - EX-99.9 3 exh_999.txt EXHIBIT 99.9 - ------------ AT THE TRUST Robert G. Higgins Investor Relations First 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 WEDNESDAY, MAY 8, 2002 BANYAN STRATEGIC REALTY TRUST REPORTS FIRST QUARTER 2002 RESULTS CHICAGO - MAY 8, 2002 - BANYAN STRATEGIC REALTY TRUST (Nasdaq: BSRTS) announced today that for the quarter ended March 31, 2002 its Net Assets in Liquidation decreased by approximately $0.3 million, from approximately $12.4 million at December 31, 2001, to approximately $12.1 million at March 31, 2002. The decrease was due primarily to an operating loss of $0.3 million and minority interest of $0.1 million, offset by $0.1 million of interest income on cash and cash equivalents. For the three months ended March 31, 2001, the Trust reported that Net Assets in Liquidation increased by approximately $1.2 million, from approximately $64.2 million at December 31, 2000, to approximately $65.4 million at March 31, 2001. These results reflected the net operations of the Trust prior to the sale of 27 of its 30 properties on May 17, 2001, and are not comparable to the results for the quarter ended March 31, 2002, at which time the Trust owned only the three remaining properties. STATUS OF REAL ESTATE ASSET SALES - --------------------------------- As previously announced, the Trust sold University Square Business Center on April 1, 2002 and 6901 Riverport Drive on May 1, 2002. By reason of the receipt of proceeds from the sale of these properties, the Trust also announced that it will make an interim liquidating distribution of $0.30 per share on May 31, 2002, to shareholders of record as of May 16, 2002. Furthermore, on May 2, 2002, the Trust announced that it had signed a contract to sell its Tucker (Atlanta), Georgia property, known as Northlake Tower Festival Mall, for a gross purchase price of $20.5 million. If the transaction closes at the contract price, the Trust expects to realize net proceeds of approximately $3.35 million, or approximately $0.215 per share, after crediting the Purchaser the amount of the existing Northlake debt (approximately $16.8 million) and paying related closing costs and prorations (expected to be approximately $0.35 million). -MORE- BANYAN STRATEGIC REALTY TRUST ADD 1 NASDAQ DELISTING - ---------------- Banyan previously announced that on February 14, 2002, it was notified by Nasdaq that because the minimum bid price for Banyan's shares of beneficial interest closed below $1.00 per share for the preceding thirty consecutive trading days, Banyan's shares faced delisting. Nasdaq has advised that the bid price must close at $1.00 or more per share for ten or more consecutive trading days, between the notification date and May 15, 2002, for delisting to be avoided. If this criterion is not met, the shares would be delisted, subject to Banyan's right of appeal. Since February 14, 2002, the closing price of Banyan's shares has averaged $0.70 per share and it is not anticipated that the share price will exceed $1.00 before May 15, 2002. Banyan is currently looking into alternatives in order to provide a continued market for the exchange of its shares. Banyan Strategic Realty Trust is an equity Real Estate Investment Trust (REIT) that adopted a Plan of Termination and Liquidation on January 5, 2001. On May 17, 2001, the Trust sold approximately 85% of its portfolio in a single transaction. Additional properties were sold on April 1, 2002 and May 1, 2002. Banyan now owns a leasehold interest in one (1) real estate property located in Atlanta, Georgia, representing approximately 9% of its original portfolio. Since adopting the Plan of Termination and Liquidation, Banyan has made liquidating distributions totaling $4.95 per share. On May 1, 2002, Banyan announced that an additional distribution of $0.30 per share will be made on May 31, 2002 to shareholders of record on May 16, 2002, thus increasing the total liquidating distributions to $5.25 per share. 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 property, 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, 2001 which was filed with the Securities and Exchange Commission on March 21, 2002. The "Management's Discussion and Analysis of Financial Condition and Results of Operations" section was included in our Form 10-Q for the quarter ended March 31, 2002 which was filed with the Securities and Exchange Commission on May 6, 2002. 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-----