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) December 19, 1995
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)
150 South Wacker Drive, Suite 2900, Chicago, IL 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 553-9800
This document consists of 5 pages.
Exhibit index is located on page 4.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 19, 1995, Banyan Strategic Realty Trust (the "Trust") acquired an
ownership interest in the Woodcrest Office Park located in Tallahassee,
Florida. The terms regarding the acquisition, the property's description, and
other information are contained below.
Woodcrest Office Park
The Trust, through an 85% owned joint venture, acquired the Woodcrest Office
Park (the "Property") located in north Tallahassee, Florida. The Property was
acquired by BSRT Woodcrest Office Park Limited Partnership (the "Partnership")
of which the Trust is a general partner with an 85% interest and Mr. Daniel
Smith is a limited partner with a 15% interest. Mr. Smith is a principal of
Smith, Moses, Morris and Associates Real Estate, Inc. The Property was
acquired pursuant to a Sales Contract with Alandco/Cascade, Inc., a subsidiary
of Florida Power and Light Utilities Company, an unaffiliated third party.
The Property consists of eighteen buildings containing approximately 266,000
net rentable square feet covering 25.1 acres, of which 20.6 acres are
developed. The remaining 4.5 acres are suitable for development of up to an
additional 96,000 square feet of commercial office space. The Property was
developed over a twenty-two year period between 1967 and 1989. The largest
and newest building is the three-story Atrium building, containing
approximately 62,000 net rentable square feet, which is situated at the
entrance to the Property. Additionally, there are five large two-story
buildings ranging in size from approximately 11,000 to approximately 48,000
net rentable square feet. There are also twelve one- and two-story buildings
containing less than 11,000 net rentable square feet each. Upon acquisition,
the aggregate occupancy of the Property was 95%.
The Property was acquired by the Partnership for approximately $11,250,000.
The Partnership based its purchase price on the consideration of a number of
factors including recent appraisals, market studies and other internal
valuations. The Trust contributed approximately $3,750,000 in equity to the
Partnership for its interest, while Mr. Smith contributed $250,000 for its
interest. Pursuant to the terms of the Partnership, the Trust also provided
the Partnership and Mr. Smith with an acquisition loan and an equity loan in
the amounts of $7,250,000 and $100,000, respectively. The Trust's acquisition
loan into the Partnership has a term of one year, bears interest at 8.5% per
annum and requires monthly payments of interest only. The Trust anticipates
obtaining permanent long-term, third-party financing within the next twelve
months. In the event that permanent third party financing is not obtained
before the maturity of the acquisition loan, the Trust has the right to
convert the outstanding principal balance of the acquisition loan into an
additional equity contribution to the Partnership. Mr. Smith's equity loan
has a term of five years and accrues interest at a rate of 12% per annum.
Principal payments in the amount of $20,000 are to be made each year for five
years. Principal and interest payments on Mr. Smith's equity loan are to be
deducted from operating cash distributions of the Partnership due to Mr. Smith
as discussed below. Mr. Smith's equity loan may be prepaid at any time during
the term of the loan and is secured by Mr. Smith's interest in the
Partnership.
Acccording to the terms of the Partnership's agreement, cash proceeds
generated from the Property's operations are to be first distributed to the
Trust in an amount equal to a cumulative preferred return of 12% compounded
annually on its total equity contribution to the Partnership, (including the
Trusts acquisition loan to the Partnership should it be converted to equity).
After the Trust receives its preferred return, Mr. Smith is entitled to a
cumulative compounded 12% preferred return on his capital contribution, offset
by any amounts due to the Trust pursuant to its equity loan to Mr. Smith as
discussed above. Any excess cash proceeds from the Property's operation after
payment of the required preferred returns is then distributed 85% to the Trust
and 15% to Mr. Smith in accordance with the partners' ownership interest in
the Partnership. Upon the sale or refinancing of the Property, cash proceeds
shall be distributed as follows: i) repayment of debt and any expenses
associated with the sale or refinancing of the Property; ii) to the Trust for
any unpaid cumulative preferred return; iii) repayment of the Trust total
equity contribution to the Partnership (including the Trust's acquisition loan
to the Partnership should it be converted to equity); iv) to the Trust in the
amount that cumulative distributions of cash flow from operations of the
Property are less than the equivalent of a 15% per annum return on its
contributed equity on a non-compounded basis; v) to Mr. Smith for any unpaid
cumulative preferred return (offset by any amounts due under the $100,000
equity loan to Mr. Smith from the Trust); and vii) any remaining proceeds are
to be distributed pro-rata, 85% to the Trust and 15% to Mr. Smith; vi)
repayment of Mr. Smith's total net equity contribution (offset by any amounts
due under the $100,000 equity loan to Mr. Smith from the Trust); and vii) any
remaining proceeds are to be distributed pro-rata, 85% to the Trust and 15% to
Mr. Smith. The Trust's equity contribution and loans to the Partnership and
Mr. Smith in the amount of $11,100,000 were provided for pursuant to a draw
under the Trust's line of credit established with American National Bank in
late 1994, which was subsequently modified on December 15, 1995.
The Property's day-to-day operations are managed by Smith, Moses, Morris and
Associates Real Estate, Inc. which will receive a management fee each month
equal to 4% of rent collected at the Property for these management services.
The term of the management agreement is for one year, cancelable upon cause
and renewable for additional terms of one year at the Trust's option.
The Trust is currently unable to provide the financial statements and pro
forma financial information as part of this report as required under Item 7
Financial Statements, Pro Forma Financial Information and Exhibits (a)(b) of
Form 8-K as of the date hereof. As of the date of this filing, the Trust's
independent accountants had not completed the audit of the 1995 operating
results of the Property on which the Trust bases its pro forma operating
estimates. The Trust currently anticipates completion of the audit and filing
of all required financial statements and pro forma financial information for
the Property within sixty days.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Financial Statements and Pro Forma Financial Information:
(i) Woodcrest Office Park (To be filed by amendment).
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: January 3, 1996 BANYAN STRATEGIC REALTY TRUST
(Registrant)
By: /s/ Joel L. Teglia
Vice President, Chief Financial and
Accounting Officer
