-----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, GkNuWSvR9Oq8Y+gCS4Ibcog2/HYCRheWw/tRuOD3enuOZszevUImpdWmi+4GxjUc VAczFFZaOcYWkJE5Uz0wig== 0000892626-02-000336.txt : 20021016 0000892626-02-000336.hdr.sgml : 20021016 20021016145734 ACCESSION NUMBER: 0000892626-02-000336 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021016 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021016 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: 02790354 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_4205.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): October 16, 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 October 16, 2002, the Trust issued a Press Release a copy of which is attached hereto as exhibit (99.25) 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 (99.25) Press Release dated October 16, 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: October 16, 2002 BANYAN STRATEGIC REALTY TRUST (Registrant) By: /S/ JOEL L. TEGLIA ------------------------- Joel L. Teglia Executive Vice President, Chief Financial and Accounting Officer - 3 - EX-99.25 3 exh_9925.txt EXHIBIT 99.25 - ------------- 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, OCTOBER 16, 2002 BANYAN STRATEGIC REALTY TRUST CLOSES SALE OF NORTHLAKE TOWER FESTIVAL SHOPPING CENTER OAK BROOK, ILLINOIS - OCTOBER 16, 2002 - BANYAN STRATEGIC REALTY TRUST (OTCBB: BSRTS) announced today the completion of the sale of its last remaining real estate asset - The Northlake Tower Festival Shopping Center in Atlanta, Georgia - to Northlake Festival, LLC for a gross purchase price of $20.4 million. Northlake Tower Festival Shopping Center is a 322,000 square foot power center on 38 acres located in suburban Atlanta. It is currently ninety-seven percent (97%) leased to forty-nine tenants including: Toys R-Us, Office Max, PetSmart, Haverty's, AMC Theaters and Bally Total Fitness. Upon closing, Banyan credited to the purchaser the outstanding balance on the first mortgage loan ($16.73 million), which the purchaser has assumed. Banyan also paid $0.43 million in real estate commissions, closing costs, prorations and transaction expenses, resulting in net proceeds of $3.24 million ($0.21 per share). L.G. Schafran, Interim President, Chairman and CEO of Banyan, commenting upon the Northlake transaction, said: "We are pleased to announce the closing of our final real estate asset, completing within a span of less than twenty-two months the disposition portion of our Plan of Termination and Liquidation, adopted in January of 2001. We can now direct all of our attention to a resolution of the Levine litigation, which we hope to accomplish not later than the end of the second quarter of 2003. Further, assuming we are successful in obtaining the no-action relief we have sought from the Securities and Exchange Commission, we are poised and ready to dissolve the Trust on December 31, 2002, and unless the Levine litigation is resolved by that time, to transfer all remaining liabilities and assets into a liquidating trust on that date. If the Levine litigation has been resolved by December 31, 2002, we expect to complete our dissolution and make a final distribution of all cash, without the necessity of a liquidating trust." Banyan emphasized that once it transfers all of its assets and liabilities into a liquidating trust, which is expected to occur on December 31, 2002, there will be no further trading in Banyan's shares of beneficial interest. In order to fund the litigation and other operations of the liquidating trust and to maintain adequate reserves, Banyan indicated that there would be no distribution to shareholders of any portion of the net proceeds of the Northlake disposition. Instead, all funds remaining on hand at the completion of the litigation and conclusion of the liquidating trust will be distributed to shareholders at that time. -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, May 1, 2002 and October 15, 2002. Banyan intends to dissolve on December 31, 2002 and, on that date, to transfer all of its remaining assets and liabilities into a liquidating trust. There will be no further trading of Banyan's shares of beneficial interest after the formation of and transfer to the liquidating trust. Since adopting the Plan of Termination and Liquidation, Banyan has made liquidating distributions totaling $5.45 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 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 June 30, 2002 which was filed with the Securities and Exchange Commission on August 9, 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-----