UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number 1-9043
Banyan Hotel Investment Fund
(Exact name of Registrant as specified in its charter)
Delaware 36-3361229
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Penn Plaza, Suite 1531, New York, New York 10119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 736-7880
Indicate by check mark whether the Registrant (1) has filed all reports re-
quired to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X . No .
Shares of Common Stock outstanding as of May 11, 1995: 12,370,808.
Transitional Small Business Disclosure Format Yes . No X .
PART I FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
BANYAN HOTEL INVESTMENT FUND
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
1995 1994
ASSETS
Cash and Cash Equivalents $ 499,646 $ 275,161
Investment Securities 1,588,597 1,907,531
Interest Receivable on
Cash and Cash
Equivalents and
Investment Securities 9,847 16,279
Mortgage Loans Receivable
(Net of Allowance for
Losses on Mortgage Loans
of $5,154,600) --- ---
Prepaid Insurance 328,374 40,091
Investment in Partnership --- ---
Other Assets 14,096 31,461
------------ ------------
Total Assets $ 2,440,560 $ 2,270,523
============ ============
LIABILITIES AND
STOCKHOLDERS' EQUITY
Liabilities
Accounts Payable and
Accrued Expenses $ 112,180 $ 111,197
------------ ------------
Stockholders' Equity
Shares of Common Stock
$0.01 Par Value,
20,000,000 Shares
Authorized, 12,403,565
and 10,355,799
Shares Issued,
respectively 87,477,847 87,027,338
Accumulated Deficit (85,113,174) (84,794,685)
Unrealized Losses on
Investment Securities (28,104) (65,138)
Treasury Stock, At Cost,
for 32,757 Shares of
Common Stock (8,189) (8,189)
------------ ------------
Total Stockholders'
Equity 2,328,380 2,159,326
------------ ------------
Total Liabilities and
Stockholders' Equity $ 2,440,560 $ 2,270,523
============ ============
Book Value Per Share of
Common Stock (12,370,808
and 10,323,042 Shares
Outstanding,
respectively) $ 0.19 $ 0.21
============ ============
The accompanying notes are an integral part of the consolidated
financial statements.
BANYAN HOTEL INVESTMENT FUND
CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
1995 1994
INCOME
Interest Income on Cash
and Cash Equivalents $ 3,858 $ 6,516
Interest Income on
Investment Securities 21,096 24,693
----------- -----------
Total Income 24,954 31,209
----------- -----------
EXPENSES
Stockholder Expenses 46,647 35,048
Directors' Fees, Expenses
and Insurance 59,976 72,921
Other Professional Fees 53,724 44,797
General and Administrative 212,678 38,759
Recovery of Losses on
Mortgage Loans, Notes,
Interest Receivable and
Class Action Settlement
Costs and Expenses (29,582) (90,693)
----------- -----------
TOTAL EXPENSES 343,443 100,832
----------- -----------
Net Loss $ (318,489) $ (69,623)
=========== ===========
Net Loss Per Share of
Common Stock (Based
on Weighted Average
Number of Shares Out-
standing of 11,346,925
and 10,323,042,
respectively) $ (0.03) $ (0.01)
=========== ===========
The accompanying notes are an integral part of
the consolidated financial statements.
BANYAN HOTEL INVESTMENT FUND
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(UNAUDITED)
Unrealized
Losses on
Investment
Shares of Common Stock Securities
Shares Amount
Stockholders'
Equity (Deficit)
December 31, 1994 10,355,799 $ 87,027,338 $ (65,138)
Proceeds from the
Issuance of Common
Stock 2,047,766 450,509 ---
Net Loss --- --- ---
Market Adjustment
March 31, 1995 --- --- 37,034
---------- ----------- ------------
Stockholders'
Equity (Deficit)
March 31, 1995 12,403,565 $ 87,477,847 $ (28,104)
========== ============ =============
Accumulated Treasury
Deficit Stock Total
Stockholders'
Equity (Deficit)
December 31, 1994 $(84,794,685) $ (8,189) $ 2,159,326
Proceeds from the
Issuance of
Common Stock --- --- 450,509
Net Loss (318,489) --- (318,489)
Market Adjustment
March 31, 1995 --- --- 37,034
------------ --------- -----------
Stockholders'
Equity (Deficit)
March 31, 1995 $(85,113,174) $ (8,189) $ 2,328,380
============= ========= ===========
The accompanying notes are an integral part of
the consolidated financial statements.
BANYAN HOTEL INVESTMENT FUND
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
1995 1994
CASH FLOWS FROM
OPERATING
ACTIVITIES:
NET LOSS $ (318,489) $ (69,623)
Adjustments to
Reconcile Net Loss
to Net Cash (Used In)
Provided by Operating
Activities:
Amortization of Pre-
mium on Investment
Securities 429 2,592
Net Change In:
Interest Receivable
on Cash and Cash
Equivalents and
Investment
Securities 6,432 14,508
Prepaid Insurance (288,283) 19,739
Other Assets 17,365 208,261
Accounts Payable and
Accrued Expenses 983 (45,606)
----------- -----------
Net Cash (Used In)
Provided by Operating
Activities (581,563) 129,871
----------- -----------
CASH FLOWS FROM
INVESTING
ACTIVITIES:
Purchase of Investment
Securities --- (1,976,765)
Proceeds from Sale
of Investment
Securities 355,539 ---
----------- -----------
Net Cash Provided By
(Used In) Investing
Activities 355,539 (1,976,765)
------------ ------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from the
Issuance of Common
Stock 450,509 ---
------------ ------------
Net Increase (Decrease)
in Cash and Cash
Equivalents 224,485 (1,846,894)
Cash and Cash Equi-
valents at Beginning
of Period 275,161 2,443,797
----------- -----------
Cash and Cash Equi-
valents at End of
Period $ 499,646 $ 596,903
=========== ===========
The accompanying notes are an integral part of the
consolidated financial statements.
BANYAN HOTEL INVESTMENT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
(UNAUDITED)
Readers of this quarterly report should refer to the Banyan Hotel
Investment Fund's (the "Fund's") audited financial statements for the year
ended December 31, 1994, which are included in the Fund's 1994 Annual Report,
as certain footnote disclosures which would substantially duplicate those
contained in such audited statements have been omitted from this report.
1. FINANCIAL STATEMENT PRESENTATION
The accompanying financial statements include the accounts of the Fund
and its wholly owned subsidiaries. All intercompany balances and transactions
have been eliminated in consolidation. In the opinion of management, all
adjustments necessary for a fair presentation have been made to the
accompanying financial statements as of March 31, 1995 and for the three
months ended March 31, 1995 and 1994. These adjustments made to the financial
statements, as presented, are all of a normal recurring nature to the Fund
unless otherwise indicated.
2. CHANGE IN CONTROL
On February 15, 1995, a change in control of the Fund occurred pursuant
to the closing of the sale of shares of common stock in the Fund to Mr. Harvey
Polly per the terms of a purchase agreement. A tender offer conducted by Mr.
Polly, which commenced on December 28, 1994, concluded on January 26, 1995,
and resulted in the tender to Mr. Polly of 1,288,217 shares of common stock,
or 12.5% of the Fund's then outstanding shares of common stock, for a cash
price of $0.35 per share. Subsequent to the closing of the tender offer, the
terms of the purchase agreement also required Mr. Polly to purchase from the
Fund a number of shares sufficient to allow Mr. Polly to own, by virtue of the
combination of the shares acquired through the tender offer and the shares
purchased directly from the Fund, not less than 3,335,000 and not more than
40% of the shares of common stock after giving effect to the shares issued in
connection with the purchase. On February 15, 1995, per the purchase
agreement, Mr. Polly purchased 2,047,766 newly issued shares of common stock
of the Fund for a cash price of $0.22 per share. Upon the acquisition of the
aforesaid shares from the Fund, when combined with the shares of common stock
previously owned and acquired pursuant to the tender offer, Mr. Polly is the
beneficial owner of 3,335,983 shares, or approximately 27% of the Fund's
outstanding voting shares of common stock.
3. TRANSACTIONS WITH AFFILIATES
Prior to the February 15, 1995 acquisition of the Fund by Mr. Polly,
administrative costs, primarily salaries and general and administrative
expenses, were reimbursed by the Fund to Banyan Management Corp. ("BMC").
These costs were charged to the Fund and certain other entities for which BMC
provides administrative services based upon the actual number of hours spent
by BMC personnel on matters related to those entities. The Fund's
reimbursement to BMC for the expenses during the three months ended March 31,
1995 totalled $83,674, representing the Fund's portion of BMC costs from
January 1, 1995 through February 15, 1995, which included a one-time
termination fee of $46,354 paid pursuant to the terms of an Administrative
Services Agreement between the Fund and BMC. During the first three months of
1994, the Fund's portion of BMC costs was $25,416.
4. MORTGAGE LOANS RECEIVABLE
OMNI PARK CENTRE
On June 17, 1987, the Fund issued a $5,154,600 third mortgage loan to
Park Centre Associates (the "Borrower") which was collateralized by the Omni
Park Hotel (the "Property") located in New York, New York. On July 19, 1991
the Fund was served with a summons in a mortgage foreclosure action filed by
Sheraton Holding Inc. ("Sheraton") in the Superior Court of New York, New
York. Sheraton sought to foreclose on its $54,000,000 first mortgage
collateralized by the Property. The Sheraton foreclosure action was based on
monetary defaults by the Borrower. On September 30, 1991 the Fund filed a
counterclaim to the Sheraton foreclosure action. In addition, the second
mortgage on the property in the amount of approximately $5,600,000 is also in
default and the holder of the mortgage has filed a counterclaim to the
foreclosure with the court. On June 12, 1992, the Borrower filed for
protection under the U.S. Bankruptcy Code. On June 30, 1992, an order was
entered in the Bankruptcy Court between the Fund, Sheraton, the second
mortgage holder and the Borrower authorizing and restricting the use of cash
collateral by the Borrower. During 1992, the Fund recorded a provision for
losses for the remaining carrying balance of the loan.
In May, 1993, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 114, Accounting by Creditors for
Impairment of a Loan ("FAS 114"). Effective January 1, 1995, in accordance
with FAS 114, the Fund has reclassified Mortgage Loans in Substantive
Foreclosure to Mortgage Loans Receivable with an appropriate allowance for
loan losses determined based on consideration of the fair value of the
collateral or discounted future cash flows to be received.
5. INVESTMENT IN PARTNERSHIP
In 1991, in connection with a release from liability related to a loan
made by the Fund, the Fund acquired a 50% limited partnership interest in the
partnership which owns the Santa Barbara Biltmore Resort. The Fund did not
record losses related to its interest in the Santa Barbara Biltmore during
1995 and 1994 since the carrying value of the partnership interest was reduced
to zero as of December, 1992, and the Fund has no obligation to make
additional capital contributions to, or to pay the liabilities of, the
partnership.
6. INVESTMENT SECURITIES
The Fund's investment securities portfolio at March 31, 1995 is as
follows:
Amortized Cost
Net of
Principal Estimated
Paydowns Market Value
Title of Each Issue Received at Mar. 31,
and Name of Issuer Mar. 31, 1995 1995, (2)
Federal National
Mortgage Assn. (1)
8.00%, 1/20/94-
2/25/2005 $ 710,931 $ 705,103
Federal National
Mortgage Assn. (1)
5.00%, 1/20/94-
9/25/2011 905,770 883,494
----------- -----------
$ 1,616,701 $ 1,588,597
=========== ===========
(1) The Guaranteed Remic Pass-Through Certificates are guaranteed as to
timely payment of principal and interest by the Federal National
Mortgage Association. The maturity of the principal of the above
investment securities is dependent upon the repayment of the underlying
U.S. Agency sponsored mortgages. The rate of repayment is dependent
upon the current market level of interest rates on mortgage loans as it
relates to the interest rates of the mortgages underlying each REMIC
security. The stated maturity of these investment securities, under the
market conditions as of the first quarter of 1995, is expected to be
from February 25, 2005 to February 25, 2011. These expectations may
change as interest rates on mortgage loans change.
(2) The Fund has recorded a market adjustment of $28,104 representing
unrealized losses on its investment securities based on current market
values at March 31, 1995.
7. RECOVERY OF LOSSES ON MORTGAGE LOANS, NOTES, INTEREST RECEIVABLE AND
CLASS ACTION COSTS AND EXPENSES
On February 9, 1995, the Fund received a cash distribution of $47,331
related to its interest in a liquidating trust established for the benefit of
the previously unsecured creditors of VMS Realty Partners and its affiliates
("VMS"). For the quarter ended March 31, 1995, the Fund has recorded a
$29,582 recovery of losses on mortgage loans, notes and interest receivable on
its consolidated statement of income and expenses related to the distribution
received from the liquidating trust. The $29,582 net recovery recorded in
1995 represents the $47,331 distribution received, net of an estimated $17,749
due to the Class Action Settlement Fund for the Fund's share of amounts due
per the terms of the previously settled VMS securities litigation. At March
31, 1995, the Fund has a total liability to the Class Action Settlement Fund
of $30,786.
On January 25, 1994, the Fund received net proceeds of $90,693 relating
to a recovery of payments previously made into an escrow established as part
of the 1992 class action settlement of the VMS securities litigation. The
escrow was established to provide the directors of the Fund with monies to
fund the cost of any litigation in which they may be named as defendants
following settlement of the class action. Subsequently, the directors
released the proceeds from the escrow, and the Fund purchased an insurance
policy to cover the directors.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
GENERAL
Banyan Hotel Investment Fund (the "Fund"), was formed to make mortgage
loans to affiliates of VMS Realty Partners, ("VMS"), secured by hotel and
resort properties. The Fund has been adversely affected as a result of the
non-payment of amounts due from these borrowers on mortgage loans and notes
receivable. As a result of these defaults, the Fund suspended the making of
new loans (except for advances of additional funds under circumstances which
it is deemed necessary to preserve the value of existing collateral) and
suspended distributions to shareholders.
In early 1990, the Fund implemented a business plan focused on
preservation of its assets and managing its properties acquired through
foreclosure until they could be disposed of in an orderly manner (the
"Principal Recovery Plan").
On January 28, 1992, the Board of Directors of the Fund authorized the
preparation of a formal plan of liquidation which was subsequently adopted on
April 7, 1992 (the "Plan"). The Plan contemplated the Fund liquidating its
assets and distributing the proceeds to its stockholders. The Fund estimated
that its liquidation value was between $.15 and $.20 per share. After the
adoption of the Plan, Management of the Fund completed the workout or
liquidation of certain assets and considered alternatives to the announced
plan of liquidation which could provide greater stockholder value, including a
number of unsolicited proposals from various third parties. Based upon
Management's review of these various proposals, the Board of Directors
resolved that one proposal was in the best interest of the Fund and its
stockholders because it allowed every stockholder an opportunity to sell his
shares at an amount in excess of the projected liquidation value. The Board
of Directors, by unanimous written consent dated June 15, 1994, authorized the
Fund to execute and deliver a non-binding letter of intent with Mr. Harvey
Polly.
On August 3, 1994 the Fund entered into a Purchase Agreement (the
"Purchase Agreement") with Mr. Polly providing, among other things, for an all
cash tender offer, under which Mr. Polly agreed to offer to purchase 100% of
the shares of common stock of the Fund for $0.35 per share. The Purchase
Agreement was subsequently amended on November 4, 1994, December 19, 1994 and
February 15, 1995. The Purchase Agreement provided, among other things, for
the following events to occur at or before closing: (i) the resignation of the
current officers and directors; (ii) the purchase by the Fund of "run-off"
directors' and officers' liability insurance coverage for the current officers
and directors; (iii) the termination of the employment contract of Leonard G.
Levine and payment of the severance compensation associated therewith; (iv)
the termination of the Administrative Services Agreement with Banyan
Management Corp. and payment of the termination fee associated therewith; and
(v) the assignment by the Fund of its ownership interest in Banyan Management
Corp.
On February 15, 1995, a change in control of the Fund occurred pursuant
to the closing of the sale of shares of common stock in the Fund to Mr. Polly
per the terms of the Purchase Agreement. Mr. Polly's tender offer, which
commenced on December 28, 1994, concluded on January 26, 1995, and resulted in
the tender to Mr. Polly of 1,288,217 shares of common stock, or 12.5% of the
Fund's then outstanding shares of common stock, for a cash price of $0.35 per
share. Subsequent to the closing of the tender offer, the terms of the
Purchase Agreement also required Mr. Polly to purchase from the Fund a number
of shares sufficient to allow Mr. Polly to own, by virtue of the combination
of the shares acquired pursuant to the tender offer and the shares purchased
directly from the Fund, not less than 3,335,000 and not more than 40% of the
shares of common stock of the Fund after giving effect to the shares issued in
connection with the purchase. On February 15, 1995, per the Purchase
Agreement, Mr. Polly purchased 2,047,766 newly issued shares of common stock
of the Fund for a cash price of $0.22 per share. Upon the acquisition of the
aforesaid shares from the Fund, when combined with the shares of common stock
previously owned and acquired pursuant to the tender offer, Mr. Polly is the
beneficial owner of 3,335,983 shares, or approximately 27% of the Fund's
outstanding voting shares of common stock.
Upon the closing of the sale of shares of common stock of the Fund on
February 15, 1995, the Purchase Agreement provided for the resignation of the
Fund's then current directors and officers. Accordingly, all of the then
current directors and officers resigned and were replaced with Mr. Polly's
designees. Subsequent to the resignation of the directors and officers of the
Fund, no further arrangements or understandings existed among the Fund and its
officers and directors. On February 15, 1995, Messrs. Leo Yarfitz, Morton I.
Kalb, Willis Ryckman and Harvey Polly were appointed as new Directors of the
Fund. In addition, the new Directors appointed Mr. Harvey Polly as President
and Chief Executive Officer, Mr. Morton I. Kalb as Vice President and Chief
Financial Officer, Ms. Celia Zisfein as Secretary and Mr. William L. Weiss as
Assistant Secretary. Effective February 15, 1995, the address of the Fund's
principal executive office is One Penn Plaza, Suite 1531, New York, NY 10119.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents consist of cash and short-term investments.
The Fund's cash and cash equivalents balance at March 31, 1995 and December
31, 1994 was $499,646 and $275,161, respectively. This increase in cash and
cash equivalents is due primarily to the receipt of approximately $450,000
from the February 15, 1995 purchase by Mr. Polly, as discussed above, of
2,047,766 shares of common stock from the Fund as well as the receipt of
$47,331 related to the Fund's interest in a VMS liquidating trust (see
discussion below). These receipts were partially offset by the payment of the
Fund's operating expenses and costs associated with the change in control
discussed above. At March 31, 1995 and December 31, 1994, the Fund also held
investment securities during the quarter with a carrying value of $1,588,597
and $1,907,531, respectively. The decrease in investment securities is due to
the sale of approximately $350,000 of securities held by the Fund. The
proceeds from this sale were used primarily for costs associated with the
change in control.
At this time, there are no material commitments for capital
expenditures. The Fund's cash and cash equivalents are sufficient to meet its
needs for anticipated operating expenses. The Fund deems its liquidity to be
adequate.
As of March 31, 1995 and December 31, 1994, the Fund's mortgage loan
portfolio consisted of one loan, for which the Fund has recorded a provision
for losses on the loan representing its full carrying balance.
On February 9, 1995, the Fund received a cash distribution of $47,331
related to its interest in a liquidating trust established for the benefit of
the previously unsecured creditors of VMS. For the quarter ended March 31,
1995, the Fund has recorded a $29,582 recovery of the provision for loan
losses on mortgage loans, notes and interest receivable on its consolidated
statement of income and expenses related to the distribution received from the
liquidating trust. The $29,582 net recovery recorded in 1995 represents the
$47,331 distribution received net of an estimated $17,749 due to the Class
Action Settlement Fund for the Fund's share of amounts due per the terms of
the previously settled VMS securities litigation.
On January 25, 1994, the Fund received net proceeds of $90,693 relating
to a recovery of payments previously made into an escrow established as part
of the 1992 class action settlement of the VMS securities litigation. The
escrow was established to provide the directors of the Fund with monies to
fund the cost of any litigation in which they may be named as defendants
following settlement of the class action. Subsequently, the directors
released the proceeds from the escrow, and the Fund purchased an insurance
policy to cover the directors.
The Fund's ultimate return of cash to its stockholders is dependent
upon, among other things: (i) the activities undertaken by the Fund under
Mr. Polly's direction; (ii) interest earned from the investment of cash and
cash equivalents and investment securities; (iii) the Fund's ability to
control its operating expenses; and (iv) possible recoveries from the Santa
Barbara Biltmore Hotel, the Omni Park Loan and the liquidating trust, if any.
RESULTS OF OPERATIONS
Total income for the three months ended March 31, 1995 and 1994 was
$24,954 and $31,209, respectively. The decrease in total income for the
quarter ended March 31, 1995 when compared to the same period in 1994 is due
primarily to an approximately $7,100 realized loss on the sale of a portion of
the Fund's investment securities which partially offset the interest income
earned on investment securities. In addition, interest income on cash and
cash equivalents and investment securities decreased due to the Fund having
approximately $500,000 less cash available for investment during the first
quarter of 1995 when compared to the same period in 1994.
Operating expenses for the three months ended March 31, 1995 increased
when compared to the same period in 1994 as a result of an increase in
stockholder expenses, other professional fees and general and administrative
expenses. These increases are primarily attributable to costs associated with
the tender offer which resulted in a change in control of the Fund as
discussed above, including stock listing fees, legal and other professional
expenses and required termination payments to the Fund's former president and
Banyan Management Corp. Partially offsetting the increases, directors' fees
expenses and insurance decreased for the quarter ended March 31, 1995 when
compared to the same period in 1994 due to the February 15, 1995 resignation
of the former directors as a result of the change in control.
As discussed above, during the first quarter of 1995, the Fund recorded
a net recovery of losses on loans, notes and interest receivable of $29,582 as
a result of cash received related to its interest in a liquidating trust
established for the benefit of unsecured creditors of VMS Realty Partners.
For 1994, the Fund recorded a $90,693 recovery of class action settlement
costs and expenses representing the recovery of payments previously made into
an escrow established as part of the 1992 class action settlement of the VMS
Securities Litigation.
The above changes for the three months ended March 31, 1995, when
compared to the same period in 1994, resulted in an increase in the net loss
to $318,489 ($0.03 per share) from $69,623 ($0.01 per share).
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are included with this Report.
(b) On January 17, 1995, a current report on Form 8-K was filed under Item
5. Other Information reporting the terms of a Tender Offer of the
Registrant's shares of common stock by Mr. Harvey Polly.
On February 22, 1995, a current report on Form 8-K was filed under Item
6. Registration of the Registrant's Directors reporting the Resignation
of the Registrant's Directors on February 15, 1995 pursuant to a change
in control of the Registrant.
On February 28, 1995, a current report on Form 8-K was filed under Item
1. Change in Control of the Registrant reporting a change in control of
the Registrant on February 15, 1995 pursuant to the closing of the sale
of shares of stock in the Registrant to Mr. Harvey Polly.
SIGNATURES
PURSUANT to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
BANYAN HOTEL INVESTMENT FUND
By: /s/Harvey Polly Date: May 11, 1995
Harvey Polly, Director, President
and Chief Executive Officer
/s/Morton I. Kalb Date: May 11, 1995
Morton I. Kalb, Director, Vice President
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
"This schedule contains summary financial information extracted
from Banyan Hotel Investment Fund's Form 10QSB for the quarter
ended March 31, 1995 and is qualified in its entirety by reference
to such Form 10QSB."
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 499,646
<SECURITIES> 1,588,597
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,440,560
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,440,560
<CURRENT-LIABILITIES> 112,180
<BONDS> 0
<COMMON> 2,364,673
0
0
<OTHER-SE> (36,293)
<TOTAL-LIABILITY-AND-EQUITY> 2,440,560
<SALES> 0
<TOTAL-REVENUES> 24,954
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 385,323
<LOSS-PROVISION> (29,582)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (318,489)
<INCOME-TAX> 0
<INCOME-CONTINUING> (318,489)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (318,489)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
