-----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, PWD7m7IS0aN5QCH0z1JDqepfISjypmb8EdjoEc/v/5DQZrw7mTmc4/F4M/fxjJ2i ktCH4dh4IiOt+xRTFNlMKw== 0000892626-02-000242.txt : 20020621 0000892626-02-000242.hdr.sgml : 20020621 20020621115406 ACCESSION NUMBER: 0000892626-02-000242 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020618 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020621 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: 02684019 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): June 18, 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 June 18, 2002, the Trust issued a Press Release a copy of which is attached hereto as exhibit (99.13) and is incorporated herein by reference. On June 20, 2002, the Trust issued a Press Release a copy of which is attached hereto as exhibit (99.14) 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 (99.13) Press Release dated June 18, 2002 Exhibit (99.14) Press Release dated June 20, 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: June 21, 2002 BANYAN STRATEGIC REALTY TRUST (Registrant) By: /S/ JOEL L. TEGLIA ------------------------- Joel L. Teglia Executive Vice President, Chief Financial and Accounting Officer - 3 - EX-99.13 3 exh_9913.txt EXHIBIT 99.13 - ------------- 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 TUESDAY, JUNE 18, 2002 BANYAN STRATEGIC REALTY TRUST AND NORTHLAKE PURCHASER EXTEND DUE DILIGENCE PERIOD; NEGOTIATING LATER CLOSING DATE; ADDITIONAL $0.20 LIQUIDATING DISTRIBUTION ANNOUNCED OAK BROOK, ILLINOIS - JUNE 18, 2002 - BANYAN STRATEGIC REALTY TRUST (Nasdaq: BSRTS) announced today that it has executed an amendment of the real estate sale contract pertaining to the Trust's single remaining property, Northlake Tower Festival Mall, which had been scheduled to close on July 17, 2002. The amendment extends the due diligence period from June 17, 2002 to June 19, 2002. The brief two-day extension of the due diligence period was granted at the purchaser's request, in order to allow the purchaser to reschedule a board of directors meeting, from June 14 to June 19. Pursuant to the contract, as amended, the purchaser may terminate the contract without any penalty prior to the end of the due diligence period (June 19). On June 19, 2002, if the purchaser elects not to terminate, the purchaser must increase its earnest money deposit, from $200,000 to $400,000, and thereafter is entitled to termination without penalty, only if the Trust's first mortgage lender fails to approve the purchaser's application for loan assumption. A decision on that application is now anticipated in early to mid-August. The Trust also announced that it is negotiating with the purchaser a proposed second amendment, that, if executed, would extend the period within which the purchaser must obtain approval of the assumption of the Trust's first mortgage loan, from June 10, 2002 to August 25, 2002, and would extend the closing date from July 17, 2002 to September 17, 2002. The Trust noted that the amendment was necessitated by a longer than anticipated approval procedure for the assumption of the Trust's first mortgage loan, a key element of the transaction. LIQUIDATING DISTRIBUTION - ------------------------ The Trust announced that it will make a fourth interim liquidating distribution, in the amount of $0.20 per share, on July 15, 2002, to shareholders of record as of July 1, 2002. Giving effect to the fourth distribution, the Trust will have made liquidating distributions totaling $5.45 per share since adopting its Plan of Termination and Liquidation in January of 2001. -more- BANYAN STRATEGIC REALTY TRUST ADD 1 L. G. Schafran, Chairman, CEO and Interim President of Banyan, commented on the distribution, stating: "We are pleased to announce this additional distribution to our shareholders, which arises from the settlement of post- closing items in the Denholtz transaction (announced on May 15, 2002), and the receipt of almost $2 million in notes receivable (announced on June 4, 2002). With the delay in the anticipated receipt of the Northlake sale proceeds, and in keeping with our stated policy of making distributions as conditions warrant, we have determined to distribute this money sooner, and not to await the Northlake closing before making this distribution." NASDAQ DELISTING - ---------------- In other news, the Trust stated that the previously-announced hearing before The Nasdaq Listing Qualifications Panel, to review a staff determination that the Trust's shares of beneficial interest ought to be immediately delisted, is proceeding on June 20, 2002 as scheduled. The Trust reiterated that there can be no assurance that the Panel will grant the Trust's request for continued listing on the Nasdaq National Market System. The Trust also noted that if delisting does occur, the Trust will not receive any advance notice of the Nasdaq determination. If the Trust is not successful in obtaining continued listing on Nasdaq, the Trust intends to list its shares of beneficial interest on the Over the Counter Bulletin Board. LEVINE LITIGATION - ----------------- The Trust added that the ongoing litigation between the Trust and its suspended president, Leonard G. Levine, continues. Written discovery is now scheduled to close on September 30, 2002 and oral fact discovery is scheduled to close on October 31, 2002. All expert witness disclosure and depositions are to be concluded by December 13, 2002. The Trust currently anticipates a trial date in the first or second quarter of 2003. 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. Other 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. This property is subject to a contract of sale, currently scheduled to close on July 17, 2002, but is expected to be extended to a September 17, 2002 closing date. Since adopting the Plan of Termination and Liquidation, Banyan has made liquidating distributions totaling $5.25 per share. An additional distribution of $0.20 per share is scheduled for July 15, 2002. As of this date, the Trust has 15,496,806 shares of beneficial interest outstanding. -more- BANYAN STRATEGIC REALTY TRUST ADD 2 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. Please see also the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section which 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- EX-99.14 4 exh_9914.txt EXHIBIT 99.14 - ------------- 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 THURSDAY, JUNE 20, 2002 BANYAN STRATEGIC REALTY TRUST AMENDS NORTHLAKE CONTRACT OAK BROOK, ILLINOIS - JUNE 20, 2002 - BANYAN STRATEGIC REALTY TRUST (Nasdaq: BSRTS) announced today that it has entered into a series of amendments to the sale contract relating to its Northlake Tower Festival Mall in Atlanta, Georgia. Among other provisions, the amendments extend the closing date from July 17, 2002 to September 17, 2002. These amendments, which mark the completion of the due diligence period, also extend the time period within which the Northlake purchaser must obtain approval of its application to assume Banyan's first mortgage loan, to August 25, 2002. If the purchaser's application for assumption is rejected, the contract will be terminated without penalty to the purchaser. In accordance with the terms of the contract, upon the expiration of the due diligence period on June 19, 2002, the purchaser has increased its earnest money from $200,000 to $400,000. The earnest money is now nonrefundable, except in the event of a default by Banyan, or the failure of a condition precedent. L.G. Schafran, Banyan's Chairman, CEO and Interim President, commenting on the amendments, stated: "We are pleased to announce the successful completion of the purchaser's due diligence period and their decision to deposit additional earnest money. Although the closing has been unavoidably delayed due to a lengthy approval process, we are confident that the purchaser is committed to acquiring our property in September, or sooner if possible." NASDAQ DELISTING - ---------------- Banyan appeared today before the Nasdaq Listing Qualifications Panel in Washington, D.C., to appeal a Nasdaq determination that the shares of beneficial interest of the Trust should be delisted from the Nasdaq National Market System, due to the failure of the shares to trade above $1.00 during the 90-day period from February 14, 2002 to May 15, 2002. The Trust expects to be advised of the Panel's decision within twenty-one (21) days. In accordance with the Nasdaq rules, the Trust will be advised of the decision on appeal only after it becomes effective. The Trust intends to announce the decision as soon as practical after the Trust becomes aware of the result. -more- BANYAN STRATEGIC REALTY TRUST ADD 1 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. Other 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. This property is subject to a contract of sale, currently scheduled to close on July 17, 2002, but expected to be extended to September 17, 2002. Since adopting the Plan of Termination and Liquidation, Banyan has made liquidating distributions totaling $5.25 per share. An additional distribution of $0.20 per share is scheduled for July 15, 2002. 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. Please see also the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section which 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-----