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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 1996
REGISTRATION NO. 33-_____
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANYAN STRATEGIC REALTY TRUST
(Exact name of registrant as specified in its charter)
Massachusetts 36-3375345
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
150 SOUTH WACKER DRIVE, SUITE 2900
CHICAGO, ILLINOIS 60606
(312) 553-9800
(Address, including zip code, and telephone number, including area code, of
Principal Executive Offices)
LEONARD G. LEVINE, PRESIDENT
150 SOUTH WACKER DRIVE, SUITE 2900
CHICAGO, ILLINOIS 60606
(312) 553-9800
(Name, address, including zip code, and telephone number, including area code,
of Agent for Service)
COPIES TO:
Michael J. Choate
Shefsky Froelich & Devine Ltd.
444 North Michigan Avenue, Suite 2500
Chicago, Illinois 60611
(312) 527-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after effectiveness of this Registration Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. /X/
If any securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Shares Amount Maximum Maximum Amount of
to be to be Aggregate Price Aggregate Registration
Registered Registered per Share Offering Price Fee
<S> <C> <C> <C> <C>
Shares of
Beneficial Interest
no par value 2,000,000 shares $4.125 (1) $8,250,000 (1) $2,845
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) based on the average of the high and low
reported sales prices per share of beneficial interest of Banyan
Strategic Realty Trust on the NASDAQ National Market on January 2, 1996.
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PROSPECTUS
BANYAN STRATEGIC REALTY TRUST
DISTRIBUTION REINVESTMENT AND SHARE PURCHASE PLAN
SHARES OF BENEFICIAL INTEREST
Banyan Strategic Realty Trust (the "Trust") hereby offers to the holders
of shares of beneficial interest, no par value (the "Shares"), the opportunity
to participate in the Trust's Amended and Restated Distribution Reinvestment
and Share Purchase Plan (the "Plan"). The Plan provides a simple and
convenient method for shareholders to invest cash distributions and make
voluntary cash investments in Shares of the Trust without paying brokerage
commissions or service charges. Participants in the Plan are able to reinvest
distributions in additional Shares at a discount from prevailing market prices.
All holders of record of Shares ("Shareholders") are eligible to participate
in the Plan ("Participants").
Shareholders may participate by: (i) automatically reinvesting the cash
distributions on all, or part, of their Shares registered in their names; (ii)
making cash investments of not less than $5.00 per investment or more than
$120,000 per calendar year ("voluntary cash investments"); or (iii) reinvesting
their cash distributions and by making voluntary cash investments.
A Shareholder may begin participating in the Plan by completing an
Enrollment Authorization Form and returning it to First Chicago Trust Company
of New York, the Plan administrator. Participants may terminate their
participation at any time. Shareholders who do not wish to participate in the
Plan need take no action and will continue to receive their cash distributions,
if, as and when declared, in the normal course.
A total of 2,000,000 Shares are being registered for sale under the Plan.
Participants in the Plan should retain this prospectus (the "Prospectus") for
future reference. Shares acquired through the Plan will be purchased directly
from the Trust.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
The date of this Prospectus is January 4, 1996.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
The Trust is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"), pursuant to the Exchange
Act. These reports, proxy statements and other information may be examined
without charge at, or copies obtained by paying the prescribed fees from, the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies are also available for
inspection and copying at the regional offices of the Commission located at 7
World Trade Center, New York, New York 10048 and at 500 West Madison Street,
Chicago, Illinois 60661.
The Trust has filed with the Commission, a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations promulgated thereunder, with respect to the Shares
offered pursuant to this Prospectus. This Prospectus, which is part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement and the exhibits and financial schedules thereto.
For further information concerning the Trust and the Shares offered hereby,
reference is made to the Registration Statement and the exhibits and schedules
filed therewith, which may be examined without charge at, or copies obtained by
paying the prescribed fees from, the Commission at the locations listed above.
Any statements contained herein concerning the provisions of any document are
not necessarily complete, and, in each instance, reference is made to the copy
of the document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Trust with the Commission
(File No. 0-15465) are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1994;
and
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, June 30, 1995 and September 30, 1995.
All documents filed by the Trust pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Shares pursuant to this Prospectus
shall be deemed to be incorporated by reference in this Prospectus and made a
part hereof from the date of the filing of the relevant documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
document subsequently filed with the Commission which also is deemed to be
incorporated by reference herein modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Trust will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference herein (not
including
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the exhibits to those documents, unless the exhibits are specifically
incorporated by reference in those documents). Request for copies should be
directed to: Banyan Strategic Realty Trust, 150 South Wacker Drive, Suite
2900, Chicago, Illinois 60606, Attention: Investor Relations Department,
telephone (312) 683-3671.
THE TRUST
The Trust is a Massachusetts business trust which was organized on March
14, 1986. The Trust has elected to be taxed as a real estate investment trust.
The current business plan of the Trust is to invest in real estate assets and
to manage these real estate assets in a manner which will increase the Trust's
cash flow over time. The Trust's executive offices are located at 150 South
Wacker Drive, Suite 2900, Chicago, Illinois, 60606, and its telephone number if
(312) 683-3671.
DESCRIPTION OF THE SHARES
The Shares are of one class and are without par value. The Trust's
issued and outstanding Shares are included for quotation on the NASDAQ National
Market and the Shares issued pursuant to the Plan will be included for
quotation on the NASDAQ National Market. There is no limit on the number of
Shares that may be issued, and additional Shares may be issued without the
consent of the Shareholders at prices and on terms as the Board of Trustees may
determine. All Shares participate equally in distributions when and as
declared by the Board of Trustees and in the Trust's net assets upon
liquidation after paying the Trust's liabilities. All Shares which are
purchased under the Plan, when issued in accordance with the Plan, will be
fully-paid and nonassessable and will not have any preference, preemptive,
conversion or exchange rights.
DESCRIPTION OF THE PLAN
The text of the Plan consists of the following question and answer
statement:
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide Shareholders with a simple and
convenient method of purchasing additional Shares by: (i) reinvesting cash
distributions; (ii) making voluntary cash investments; or (iii) a combination
of the foregoing. All purchases of Shares pursuant to the Plan will be
executed without Participants paying any brokerage commissions, fees or service
charges. The Trust will utilize the proceeds received from sale of the Shares
to enhance its working capital and for general trust purposes. See "Use of
Proceeds." The Plan is not intended to provide Shareholders with a mechanism
for generating profits through rapid turnover of Shares acquired at a discount.
The Trust may modify, suspend or terminate participation by certain otherwise
eligible Shareholders in order to eliminate such practices.
ADVANTAGES
2. What are the options available to Participants?
Participants may purchase additional Shares by: (i) having the cash
distributions on all of the Shares registered in their names automatically
reinvested and, at the Participant's option, by making voluntary cash
investments; (ii) having the cash distributions on part of the Shares
registered in their names automatically reinvested and, at the Participant's
option, by making voluntary cash investments; or (iii) receiving directly, as
usual, their cash
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distributions, if, as and when declared, on the Shares registered in their
names and investing in the Plan by making voluntary cash investments.
Distributions with respect to Shares held in a Participant's Plan account will
be automatically reinvested in additional Shares.
3. What are the advantages of the Plan?
Participants are not required to pay any brokerage commissions, fees or
service charges in connection with purchases under the Plan. Full investment
of distributions is possible under the Plan because the Plan permits fractions
of Shares, as well as whole Shares, to be purchased and credited to
Participants' accounts. Further, distributions in respect of such fractions,
as well as whole Shares, will be reinvested in additional Shares and credited
to Participants' accounts. Regular statements of account also provide
simplified record keeping and the free custodial services provided in
connection with the Plan serve to protect against loss, theft or destruction of
certificates. In addition, Shares purchased under the Plan with reinvested
cash distributions will be purchased at a discount from prevailing market
prices. See Question 14, "What will be the price of Shares purchased under the
Plan?" for a further discussion regarding the price of Shares purchased under
the Plan.
ADMINISTRATION
4. Who administers the Plan for Participants?
First Chicago Trust Company of New York (the "Bank") has been designated
by the Trust as its agent to administer the Plan for Participants, maintain
records, send regular statements of account to Participants and perform other
duties relating to the Plan. Shares purchased under the Plan will be held by
the Bank as agent for Participants and registered in the name of the Bank or
its nominee. The Trust may, in its discretion, terminate or otherwise remove
the Bank as agent and replace it with another entity.
[REST OF PAGE LEFT BLANK INTENTIONALLY]
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All communications regarding the Plan should be sent to the Bank
addressed as follows:
CORRESPONDENCE
First Chicago Trust Company of New York
P.O. Box 2598
Jersey City, NJ 07303-2598
TELEPHONE
SHAREHOLDER CUSTOMER SERVICE: (201) 342-0498
Normal hours: 8:00 a.m. - 10:00 p.m., Eastern time,
each business day
8:00 a.m. - 3:30 p.m., Eastern time,
Saturdays
Customer Service Representatives are available:
9:00 a.m. - 6:00 p.m., Eastern time,
each business day
SALE OF SHARES: (201) 342-0498
Normal hours: 8:00 a.m. - 10:00 p.m., Eastern time,
each business day
8:00 a.m. - 3:30 p.m., Eastern time,
Saturdays
INTERNET: Messages forwarded on the Internet will be responded to
within one business day.
The First Chicago Internet address is "http://www.fctc.com"
TDD: (201) 222-4955 Telecommunications Device
for the Deaf service.
Please mention Banyan Strategic Realty Trust in all communications.
PARTICIPATION
5. Who is eligible to participate?
All Shareholders are eligible to participate in the Plan. Beneficial
holders whose Shares are registered in names other than their own (for example,
Shares registered in the name of a broker, bank nominee or trustee) must have
the Shares they wish to enroll in the Plan transferred to their own names.
6. How does an eligible Shareholder participate?
A Shareholder may participate by checking the box of his or her choice on
an Enrollment Authorization Form and returning it in the postage-paid envelope
provided or to the Bank at the address set forth in Question 4. Additional
Enrollment Authorization Forms may be obtained at any time by calling the Bank
at (201) 324-0498 or the Trust's Investor Relations Department at (312)
683-3671 or by written request to the Trust or the Bank at their respective
addresses.
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7. When may a Shareholder join the Plan?
A Shareholder may begin participating in the Plan at any time and will
remain a Participant until terminating participation in the manner set forth
herein. See Question 26. If an Enrollment Authorization Form specifying the
Participant's desire to reinvest distributions under the Plan is received by
the Bank on or prior to the record date established for a particular
distribution, reinvestment of cash distributions will commence with that
distribution. If the Enrollment Authorization Form is received after the
record date established for a particular distribution, then participation in
the Plan will not begin until the distribution following the next record date,
as applicable. Voluntary cash investments are invested as specified in
Question 16.
8. What does the Enrollment Authorization Form provide?
The Enrollment Authorization Form provides for the purchase of additional
Shares through the following options:
(a) Full Distribution Reinvestment. If the "Full Distribution
Reinvestment" box is checked, the Bank will apply cash distributions on all
Shares registered in the Participant's name as well as on all Shares credited
to the Participant's Plan account, and any voluntary cash investments to the
purchase of additional Shares.
(b) Partial Distribution Reinvestment. If the "Partial Distribution
Reinvestment" box is checked, the Bank will apply cash distributions on only
that number of Shares registered in the Participant's name as specified by the
Participant on the Enrollment Authorization Form, as well as on all Shares
credited to the Participant's Plan account, and any voluntary cash investments
to the purchase of additional Shares.
(c) Voluntary Cash Investments Only. If the "Voluntary Cash
Investments Only" box is checked, the Bank will apply any voluntary cash
investments and any distributions on Shares credited to the Participant's Plan
account to the purchase of additional Shares. Cash distributions on Shares
registered in the Participant's name other than in his or her Plan account will
be paid to the Participant in the usual manner.
9. Is partial participation possible under the Plan.?
Yes. Except with respect to distributions on Shares in a Participant's
Plan account, which are reinvested automatically, a Participant may elect to
reinvest the distributions on all or part of the Shares registered in his or
her name by designating his or her intentions on the Enrollment Authorization
Form.
10. How may Participants change investment options?
A Participant may change his or her investment option at any time by
completing and signing a new Enrollment Authorization Form and returning it to
the Bank. A change in investment option will be effective on the distribution
payment date if the Enrollment Authorization Form is received by the Bank on or
prior to the related distribution record date. If the Enrollment Authorization
Form is received by the Bank after the related distribution record date, the
change will be effective on the distribution payment date of the following
quarter.
COSTS
11. Are there any expenses of participation in connection with purchases
under the Plan?
Participants will not incur any brokerage commission or service charges
when purchasing Shares under the Plan. The Trust will pay all costs of
administering the Plan. See Question 25, "Can a Participant sell Shares held
under the Plan?" and Question 26, "How and when may a Participant terminate
participation in the Plan?" for a discussion of payment by Participants of a
service fee, any brokerage commissions and any other costs of sale associated
with the sale of Shares and termination of participation under the Plan.
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PURCHASES
12. How many Shares will be purchased for each Participant?
The number of Shares to be purchased for a Participant's account under
the Plan will depend on the amount of the distributions being reinvested, the
amount of any voluntary cash investments being invested and the purchase price
of the Shares. Each Participant's account will be credited with that number of
Shares, including fractions computed to three decimal places, equal to the
total amount to be invested, divided by the purchase price per Share determined
in accordance with Question 14 below.
13. When will Shares be purchased under the Plan?
Shares will be purchased on the "Investment Date" which under the Plan
means: (i) the distribution payment date for those months in which there is a
distribution payment date; and (ii) the fifteenth day of a month in which there
is no distribution payment date except for those months preceding distribution
payment months in which case the Investment Date is the first day following the
distribution payment record date on which the NASDAQ National Market is open.
If, however, the Investment Date falls on a date when the NASDAQ National
Market is closed, the first day immediately succeeding such date on which the
NASDAQ National Market is open will be the Investment Date. All Purchases
pursuant to the Plan will be made on the relevant Investment Date.
14. What will be the price of Shares purchased under the Plan?
The price of Shares purchased under the Plan with reinvested cash
distributions will be equal to 97% of the "Average Price." The price to
Participants of Shares purchased under the Plan with voluntary cash investments
will be equal to 100% of the "Average Price." The Average Price of Shares will
be determined by averaging the closing sales prices of Shares as reported on
the NASDAQ National Market on the last five business days preceding the
relevant Investment Date on which the Shares traded (the "Average Price").
Since the purchase price and the date of investment is established by the
Plan, a Participant will not be able to select the timing of investment.
Neither the Trust nor the Bank can assure a profit or protect against a loss on
Shares purchased under the Plan.
15. What is the source of Shares purchased under the Plan?
Shares acquired pursuant to the Plan will be purchased directly from the
Trust and will be authorized but unissued Shares or Shares held in the treasury
of the Trust.
16. How are voluntary cash investments made?
Voluntary cash investments may be made at any time and in varying amounts
of not less than $5.00 per investment or more than $120,000 per calendar year.
A Participant may make a voluntary cash investment when enrolling in the Plan
by enclosing a check (made payable to First Chicago-Banyan Strategic Realty
Trust) with the Enrollment Authorization Form. Thereafter, voluntary cash
investments may be made through the use of a Voluntary Cash Investment Form
which will be attached to each Participant's statement of account. A
Participant may also choose to make automatic monthly investments of a
specified amount through an Automatic Clearing House (see Question 17 below).
The Bank will apply any voluntary cash investment received from a
Participant before an Investment Date to the purchase of Shares for the account
of the Participant on the applicable Investment Date. NO INTEREST WILL BE PAID
ON VOLUNTARY CASH INVESTMENTS HELD PENDING INVESTMENT. THEREFORE, PARTICIPANTS
SHOULD MAKE VOLUNTARY CASH INVESTMENTS SHORTLY BEFORE THE INVESTMENT DATE. The
same amount of money need not be sent each month, and there is no obligation to
make a voluntary cash investment each month.
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A Shareholder may participate in the Plan exclusively by making voluntary
cash investments by checking the "Voluntary Cash Investments Only" box on the
Enrollment Authorization Form. However, even if the "Voluntary Cash
Investments Only" box is checked, all distributions payable on Shares purchased
with voluntary cash investments and retained in the Participant's Plan account
will be automatically reinvested in additional Shares.
17. How may a Participant make automatic monthly investments?
A Participant may make automatic monthly investments of a specified
amount (not less than $5.00 per transaction or more than $120,000 per calendar
year) through an Automatic Clearing House withdrawal from a predesignated
account. To initiate automatic monthly deductions, a Participant must complete
and sign an Automatic Monthly Deduction Form and return it to the Bank together
with a voided blank check or a savings account deposit slip for the account
from which funds are to be drawn. Forms will be processed and will become
effective as promptly as practicable. Once automatic monthly deductions are
initiated, funds will be drawn from the Participant's account three business
days preceding each monthly Investment Date.
A Participant may change or terminate automatic monthly deductions by
completing and submitting a new Automatic Monthly Deduction Form to the Bank.
An Automatic Monthly Deduction Form must be completed any time a Participant
transfers Shares or opens a new account. If a Participant closes or changes a
bank account number, a new Automatic Monthly Deduction Form must be completed.
To be effective with respect to a particular Investment Date, however, the new
Automatic Monthly Deduction Form must be received by the Bank at least six
business days preceding the Investment Date.
18. Under what circumstances will voluntary cash investments be returned?
Voluntary cash investments received by the Bank will be returned to the
Participant upon written request received by the Bank at least 48 hours prior
to an Investment Date. The Bank may, however, delay issuance of any refund
check for at least five business days after receipt of the request to allow for
clearance of the original payment. Any voluntary cash investments in excess of
the $120,000 per calendar year limit, as well as third-party checks and checks
not in United States dollars, will be returned.
REPORTS TO PARTICIPANTS
19. What kind of reports will be sent to Participants in the Plan?
As soon as practical after each purchase of Shares on behalf of a
Participant, each Participant will receive a statement of account. These
statements of account will reflect any cash distributions and voluntary cash
investments received, the number of Shares purchased, the purchase price for
the Shares and the number of Shares held under the Plan for the Participant by
the Bank. These statements will be a Participant's continuing record of the
cost of his or her purchases and should be retained for income tax purposes.
In addition, each Participant will receive the most recent Prospectus and
copies of communications sent to holders of the Shares, including the Trust's
Annual Report, Notice of Annual Meeting and Proxy Statement and income tax
information for reporting distributions (including dividends) paid by the
Trust.
DIVIDENDS
20. Are distributions credited to Participants' accounts under the Plan?
Yes, the Bank will receive distributions on Shares for which a
Participant has directed that distributions be reinvested and on all Shares
held under the Plan and will credit distributions to Participants' accounts on
the basis of whole and fractional Shares held in the accounts and will
automatically reinvest these distributions in additional Shares. No
distributions, however, will be earned on Shares purchased under the Plan until
the distribution payment date for the first distribution record date which
follows the date of purchase of such Shares.
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21. Will Participants be credited with distributions on fractions of Shares?
Yes. Account balances will be computed to three decimal places and
distributions will be paid on the fractional Shares.
CERTIFICATES FOR SHARES
22. Will certificates be issued for Shares purchased under the Plan?
Unless requested by a Participant, certificates for Shares purchased
under the Plan will not be issued. Shares will be held in the name of the Bank
or its nominees. The number of Shares credited to a Participant's account
under the Plan will be shown on his or her statement of account. Certificates
for any number of whole Shares credited to an account under the Plan will be
issued upon the written request of a Participant. The remaining whole and
fractional Shares, if any, will continue to be credited to the Participant's
account in uncertificated form.
A request for issuance of a certificate will not constitute a termination
of participation in the Plan by the Participant. Termination may be effected
only by delivering a notice of termination to the Bank. See Question 26, "How
and when may a Participant terminate participation in the Plan?"
Shares held by the Bank for the account of a Participant may not be
pledged. A Participant who wishes to pledge these Shares must request a
certificate for the relevant Shares. Certificates for fractions of Shares will
not be issued under any circumstances.
23. In whose name will certificates be issued?
A Participant's account under the Plan will be maintained in the name in
which his or her Shares were registered at the time he or she enrolled in the
Plan. Consequently, certificates for Shares held under the Plan will be issued
only in the Participant's name. If a Participant wants these Shares registered
in any name other than the holder of record participating in the Plan or wants
to transfer Shares to another Plan account, the Participant should contact the
Bank at the address or telephone number set forth in Question 4 to request the
appropriate forms. In the event of a "re-registration" or transfer, a
Participant would be responsible for any possible transfer taxes and for
compliance with any applicable transfer requirements.
24. How may certificates be deposited with Plan Shares?
For safekeeping purposes, a Participant may deposit any Share
certificates now or hereafter registered in the Participant's name for credit
under the Plan with the Bank. Thereafter, these Shares will be treated in the
same manner as Shares purchased through the Plan. There is no charge for this
custodial service and, by making the deposit, Participants will be relieved of
the responsibility for loss, theft or destruction of the certificates.
Participants wishing to deposit Share certificates must mail them along
with a request to the Bank. The certificates should not be endorsed. To
insure against loss resulting from mailing certificates, the Bank will provide
mail insurance free of charge. To be eligible for certificate mailing
insurance, certificates must be mailed in brown, pre-addressed return envelopes
supplied by the Bank. These envelopes can be obtained by contacting the Bank.
Certificates sent by first class mail will be insured for up to $25,000 current
market value. The Bank will promptly send a statement confirming each deposit
of Share certificates. The Bank must be notified of any claim within thirty
(30) calendar days of the date the certificates were mailed. To submit a
claim, the individual must be registered in the Plan or be a Shareholder. In
the latter case, the Shareholder must enroll in the Plan at the time the
insurance claim is processed. The maximum insurance protection provided is
$25,000 and is available only when the certificate(s) are sent by first class
mail in accordance with the guidelines described above.
Insurance covers the replacement of Shares, but in no way protects
against any loss resulting from fluctuations in the value of such Shares from
the time the certificates are mailed until such time as a replacement can be
effected.
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If you do not use the brown pre-addressed envelope provided by the Bank,
certificates mailed should be insured for possible mail loss for 2% of the
market value (minimum of $20.00); this represents the replacement cost of the
certificates.
SALES OF PLAN SHARES
25. Can a participant sell Shares held under the Plan?
Participants may sell whole Shares held under the Plan by making a
request either in writing to the Bank or by calling the Bank at (201) 324-0498.
The Bank will make every effort to process all sale orders (written and
telephone) on the day received by the Bank, provided that instructions are
received before 1:00 p.m. Eastern Standard Time on a business day during which
the Bank and the NASDAQ National Market are open. The proceeds from such sale
less any brokerage commissions, required withholding for income taxes, service
fees and other costs of sale, will be remitted to Participants. Each sale
request will be processed and a check for the net proceeds will be mailed as
promptly as possible after the Bank receives a sale request. Alternatively, a
Participant may request certificates for whole Shares and arrange for the sale
of those Shares through a securities broker of the Participant's choice.
TERMINATION OF PARTICIPATION
26. How and when may a Participant terminate participation in the Plan?
A Participant may terminate participation in the Plan any time prior to a
distribution record date by notice in writing to the Bank. As soon as
practical following termination, the Bank will send the Participant a
certificate for the whole Shares in the Participant's Plan account. If the
Participant so requests, the Bank will sell all or a portion of these Shares
and remit the proceeds, less any related brokerage commission, a service fee
and any other costs of sale to the Participant. If the request to terminate is
received by the Bank on or after the record date for a distribution payment,
the request to terminate may not become effective until any distribution paid
on the distribution payment date has been reinvested and the Shares purchased
are credited to the Participant's account under the Plan. The Bank, in its
sole discretion, may either pay any such distribution in cash or reinvest it in
Shares on behalf of the terminating Participant. If the distribution is
reinvested, the Bank may sell the Shares purchased and remit the proceeds to
the Participant, less any brokerage commission, any service fee and any other
costs of sale. Any voluntary cash investments which had been sent to the Bank
prior to the request to terminate will also be invested unless return of the
voluntary cash investment is expressly requested and received at least two
business days prior to the distribution payment date. In every case of
termination, the Participant's interest in a fractional Share will be paid in
cash, the value for which will be based on the actual market price of a Share
less any related brokerage commission, any service fee and any other costs of
sale.
After termination, distributions will be paid to the terminating
Participant in cash unless and until the terminating Participant rejoins the
Plan, which he or she may do at any time by requesting an Enrollment
Authorization Form from the Bank.
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
27. What are the federal income tax consequences of participation in the
Plan?
Distributions by a real estate investment trust are treated as dividends
to the extent that the Trust has earnings and profits for federal income tax
purposes. Any amount distributed in excess of the Trust's earnings and profits
is applied as a reduction in the adjusted basis of the recipient's Shares and
any excess is treated as gain from the sale of Shares. For further information
as to tax consequences of distributions from the Trust, Participants should
consult with their own tax advisors.
Reinvested Dividends. In the case of reinvested dividends, when the Bank
acquires Shares for a Participant's account directly from the Trust, the
Participant must include in gross income a dividend equal to the number of
Shares purchased with the Participant's reinvested dividends multiplied by the
fair market value of the Shares on the relevant
10
<PAGE> 12
distribution payment date. The Participant's basis in those Shares will also
equal the fair market value of the Shares on the relevant distribution payment
date.
If a Participant is subject to backup withholding, only the amount of any
distribution, reduced by any backup withholding, will be reinvested.
Voluntary Cash Investments. A Participant should not recognize taxable income
upon purchase of Shares with voluntary cash investments because the Participant
will be paying full fair market value for the Shares and there are no related
brokerage expenses. The Participant's basis in the Shares acquired with
voluntary cash investments will be the cost of the Shares.
Receipt or Disposition of Shares. A Participant will not recognize taxable
income when he or she receives certificates for whole Shares credited to his or
her account under the Plan. A Participant who receives a cash payment for the
sale of Shares held for such Participant's account or for a fractional Share
then held in his or her account will recognize gain or loss measured by the
difference between the amount of the cash received and the Participant's basis
in such Shares or fractional Shares. Such gain or loss will be capital in
character if such Shares or fractional Shares are a capital asset in the hands
of the Participant.
Gain realized upon the sale of Shares by Participants that are neither
United States citizens nor tax residents of the United States will not be
subject to United States federal income tax unless included as effectively
connected income, but any such Participant whose dividends are subject to
United States income tax withholding will have the withheld amounts deducted
before the dividends are used to purchase Shares under the Plan. Certain
individuals who are not otherwise residents of the United States may be
considered tax residents depending on their individual circumstances and
applicable treaty provisions. Participants in doubt as to their status for
this purpose are urged to consult their tax advisors.
The discussion above regarding the tax consequences of participating in
the Plan is intended only as a general discussion of the current federal income
tax consequences of participation in the Plan. Participants should consult
their own tax advisers regarding the federal and state income tax consequences
(including the effects of any changes in law) of their individual participation
in the Plan.
OTHER INFORMATION
28. What happens when a Participant sells or transfers all of the Shares
registered in the Participant's name?
If a Participant disposes of all Shares registered in the Participant's
name, the Bank will continue to reinvest the distributions on Shares credited
to the Participant's account under the Plan, subject to the Participant's right
to terminate participation in the Plan at any time. If, however, a Participant
who disposes of all Shares registered in the Participant's name has less than
one whole Share credited to the Participant's account under the Plan, the
account may be terminated and a cash payment will be made for the fractional
Share.
29. What happens if the Trust issues a Share dividend, declares a Share split
or has a rights offering?
In the event the Trust issues a dividend in the form of Shares or splits
its outstanding Shares, the additional Shares will be credited to the
Participant's Plan account both for Shares held by the Bank for the Participant
under the Plan and Shares registered in a Participant's name. In the event the
Trust declares a reverse Share split, the number of Shares held by the Bank for
the Participant under the Plan and Shares registered in a Participant's name
will be reduced accordingly.
In the event the Trust makes available to Shareholders rights to purchase
additional Shares or other securities, such rights will be made available to
Participants based on the number of whole Shares held in their Plan accounts
and Shares registered in Participants' names, if any, on the record date
established for determining Shareholders who are entitled to such rights.
11
<PAGE> 13
30. How will a Participant's Shares be voted at meetings of Shareholders?
Shares held by the Bank for a Participant under the Plan will be voted as
the Participant directs. A proxy card will be sent to each Participant in
connection with any annual or special meeting of Shareholders, as in the case
of Shareholders not participating in the Plan. This proxy will apply to all
Shares registered in the Participant's name, if any, as well as to all Shares
credited to the Participant's account under the Plan.
As in the case of non-participating Shareholders, if no instructions are
indicated on a properly signed and returned proxy card, all of the
Participant's Shares -- those registered in the Participant's name, if any, and
those credited to the Participant's account under the Plan -- will be voted in
accordance with the recommendations of the Trustees. If the proxy card is not
returned or is returned unsigned, the Participant's Shares may be voted only if
the Participant or a duly appointed representative of the Participant votes in
person at the meeting.
31. What is the responsibility of the Trust under the Plan?
Neither the Trust nor the Bank will be liable for any act done in good
faith and which does not constitute gross negligence or for any good faith
omission to act which does not constitute gross negligence, including, without
limitation, any claims of liability arising out of failure to terminate a
Participant's account upon such Participant's death or adjudicated incompetency
prior to the receipt of notice in writing of such death or adjudicated
incompetency, the prices at which Shares are purchased or sold for the
Participant's account, the times when purchases or sales are made or
fluctuations in the market value of the Shares. Neither the Trust nor the Bank
has any duties, responsibilities or liabilities except those expressly set
forth in the Plan.
THE PARTICIPANT SHOULD RECOGNIZE THAT NEITHER THE TRUST NOR THE BANK CAN
ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON THE SHARES PURCHASED BY A
PARTICIPANT UNDER THE PLAN.
32. May the Plan be changed or discontinued?
Notwithstanding any other provisions of the Plan, the Board of Trustees
of the Trust or any designee thereof (which designee need not be a Trustee of
the Trust) may amend, suspend, modify or terminate the Plan at any time,
including the period between a record date and a distribution payment date. To
the extent and in the manner the Board or its designee deems appropriate,
notice of any amendment, suspension, modification or termination will be sent
to all Participants. Upon a termination of the Plan, any uninvested voluntary
cash investments will be returned, certificates for whole Shares credited to a
Participant's account under the Plan will be issued, and a cash payment will be
made for any fraction of a Share credited to a Participant's account under the
Plan. The cash payment will be based on the actual market price of the Shares,
less any brokerage commissions and any other costs of sale.
The Trust intends to use its best efforts to maintain the effectiveness
of the Registration Statement filed with the Commission covering the offer and
sale of Shares under the Plan. However, the Trust has no obligation to offer,
issue or sell Shares to Participants under the Plan if, at the time of the
offer, issuance or sale, the Registration Statement is for any reason not
effective. Furthermore, the Trust may elect not to offer or sell Shares under
the Plan to Participants residing in any jurisdiction or foreign country where,
in the judgment of the Trust, the burden or expense of compliance with
applicable blue sky or securities laws makes the offer or sale impracticable or
inadvisable. In any of these circumstances, distributions, if, as and when
declared, will be paid in the usual manner to the Shareholders and any
voluntary cash investments received from the effected Participants will be
returned.
USE OF PROCEEDS
The net proceeds received by the Trust from the sale of Shares issued
under the Plan will be used to increase working capital and for other general
Trust purposes. The Trust has no basis for estimating either the number of
Shares that ultimately will be sold pursuant to the Plan or the prices at which
these Shares will be sold.
12
<PAGE> 14
EXPERTS
The consolidated financial statements of Banyan Strategic Realty Trust
appearing in its Annual Report (Form 10-K) for the year ended December 31,
1995, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered by this Prospectus will be passed upon
for the Trust by Shefsky Froelich & Devine Ltd., Chicago, Illinois.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Article VIII, Section 8.4 of the Trust's Declaration of Trust provides
that any person made a party to any action, suit or proceeding or against whom
a claim or liability is asserted by reason of the fact that he, his testator or
intestate was or is a Trustee, advisor, officer, employee or other agent action
on behalf of the Trust shall be indemnified and held harmless by the Trust
against any losses, judgments, liabilities, expenses and amounts paid in
settlement of any claims sustained by them in connection with the Trust,
provided that: (i) such person has determined, in good faith, that the course
of conduct which caused the loss or liability was in the best interest of the
Trust; (ii) such liability or loss was not the result of negligence or
misconduct by such person; and (iii) such indemnification or agreement to hold
harmless is recoverable only out of the assets of the Trust and not from the
shareholders. Indemnification of the Trust's Trustees, officers and employees
will not be allowed for any liability imposed by judgment, and costs associated
therewith, including attorneys' fees, arising from or out of a violation of
state or federal securities laws; provided, however, that indemnification for
losses, liabilities, settlements and related expenses of lawsuits alleging
securities law violations may be provided if: (a) a court approves the
settlement and finds that indemnification of the settlement and related costs
should be made; or (b) there has been a dismissal with prejudice or a
successful adjudication on the merits of each count involving alleged
securities law violations as to the particular indemnitee. Any person seeking
indemnification must apprise the court of the position of the Securities and
Exchange Commission and the Massachusetts Securities Division with respect to
indemnification for securities law violations, before seeking court approval
for indemnification. In addition, the Trust has purchased insurance policies
which provide coverage for its Trustees, officers and employees in certain
situations.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Trustees, officers or persons controlling the
Trust pursuant to the foregoing provisions, the Trust has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
13
<PAGE> 15
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offering covered by this Prospectus. If given or made, such
information or representations must not be relied upon as having been
authorized by the Trust. This Prospectus does not constitute an offer to sell,
or a solicitation of an offer to buy, the Shares, in any jurisdiction where, or
to any person to whom, it is unlawful to make any such offer or solicitation.
Neither the delivery of this Prospectus nor any offer or sale made hereunder
shall, under any circumstances, create an implication that there has not been
any change in the facts set forth in this Prospectus or in the affairs of the
Trust since the date hereof.
TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . 2
THE TRUST . . . . . . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF THE SHARES . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF THE PLAN . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . 12
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . 13
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . 13
INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
BANYAN STRATEGIC
REALTY TRUST
DISTRIBUTION REINVESTMENT AND
SHARE PURCHASE PLAN
2,000,000 SHARES
OF BENEFICIAL INTEREST
PROSPECTUS
January 4, 1996
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated fees and expenses payable by
the Trust in connection with the issuance and distribution of the Shares
registered hereby:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration fee . . . . . . $ 2,845
NASDAQ Fee . . . . . . . . . . . . . . . . . . . . . . . . . . -0-
Printing and duplicating expenses . . . . . . . . . . . . . . . 3,665
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . 7,500*
Accounting fees and expenses. . . . . . . . . . . . . . . . . . -0-
Blue Sky fees and expenses. . . . . . . . . . . . . . . . . . . 600
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . -0-
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,610*
=======
</TABLE>
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VIII, Section 8.4 of the Trust's Declaration of Trust provides
that any person made a party to any action, suit or proceeding or against whom
a claim or liability is asserted by reason of the fact that he, his testator or
intestate was or is a Trustee, Advisor, officer, employee or other agent acting
on behalf of the Trust shall be indemnified and held harmless by the Trust
against any losses, judgments, liabilities, expenses and amounts paid in
settlement of any claims sustained by them in connection with the Trust,
provided that: (i) such person has determined, in good faith, that the course
of conduct which caused the loss or liability was in the best interest of the
Trust; (ii) such liability or loss was not the result of negligence or
misconduct by such person; and (iii) such indemnification or agreement to hold
harmless is recoverable only out of the assets of the Trust and not from the
shareholders. Indemnification will not be allowed for any liability imposed by
judgment, and costs associated therewith, including attorneys' fees, arising
from or out of a violation of state or federal securities laws; provided,
however, that indemnification for losses, liabilities, settlements and related
expenses of lawsuits alleging securities law violations may be permitted if:
(a) a court approves the settlement and finds that indemnification of the
settlement and related costs should be made; or (b) there has been a dismissal
with prejudice or a successful adjudication on the merits of each count
involving alleged securities law violations as to the particular indemnitee.
Any person seeking indemnification must apprise the court of the position of
the Securities and Exchange Commission and the Massachusetts Securities
Division with respect to indemnification for securities law violations, before
seeking court approval for indemnification. The Trust may not advance funds to
any person for legal expenses and other costs incurred as a result of any legal
action initiated against such person by a shareholder of the Trust. The Trust
may advance funds to a person for legal expenses and other costs incurred as
the result of a legal action if the following three conditions are satisfied:
(i) the legal action relates to the performance of duties or services by such
person on behalf of the Trust; (ii) the legal action is initiated by a third
party who is not a shareholder of the Trust; and (iii) such person agrees in
writing to repay the advanced funds to the Trust if it is ultimately determined
that he is not entitled to indemnification by the Trust as authorized herein.
The rights accruing to any person under these provisions shall not exclude any
other right to which he may be lawfully entitled, nor shall anything contained
herein restrict such right of a Trustee to contribution as may be available
under applicable law. The Trust has the power to purchase and maintain
liability insurance on behalf of any person entitled to indemnity hereunder,
including the Trustees, but the Trust may not incur the cost of that portion of
liability insurance which insures any party against any liability for which he
could not be indemnified under the Trust's Declaration of Trust.
II-1
<PAGE> 17
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO.
---
DESCRIPTION
-----------
<S> <C>
5.1 Opinion of Shefsky Froelich & Devine Ltd. regarding the legality of the securities being registered
20.1 Letter to Shareholders
23.1 Consent of Shefsky Froelich & Devine Ltd. (included as part of Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on page II-3)
99.1 Form of Enrollment Authorization Form
99.2 Form of Authorization Form for Automatic Monthly Deductions
99.3 Form of Voluntary Cash Investment Form
</TABLE>
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, Illinois, on December 28, 1995.
By: /s/ Leonard G. Levine
----------------------------
Leonard G. Levine
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Leonard G. Levine and Robert G. Higgins, and
each of them, his true and lawful attorneys-in-fact and agents, each acting
alone, with full power of substitution and resubstitution, to do any and all
acts and things and execute, in the name of the undersigned, any and all
instruments which said attorneys-in- fact and agents may deem necessary or
advisable in order to enable Banyan Strategic Realty Trust to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the filing with the
Securities and Exchange Commission of the Registration Statement on Form S-3
under the Securities Act of 1933, as amended, including specifically but
without limitation, power and authority to sign the name of the undersigned to
such Registration Statement, and to file the same with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and to perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of the 28th day of December, 1995.
Signature Title
--------- -----
/s/ Leonard G. Levine President
- -------------------------------------- (Principal Executive Officer)
Leonard G. Levine
/s/ Joel L. Teglia Chief Financial Officer
- -------------------------------------- (Principal Financial Officer and
Joel L. Teglia Principal Accounting Officer)
/s/ Walter E. Auch, Sr. Trustee
- --------------------------------------
Walter E. Auch, Sr.
/s/ Norman M. Gold Trustee
- --------------------------------------
Norman M. Gold
/s/ Marvin A. Sotoloff Trustee
- --------------------------------------
Marvin A. Sotoloff
II-3
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Exhibit Page Number
- ---------------------------------------------------------------------------------------------------------
<S> <C>
5.1 Opinion of Shefsky Froelich & Devine Ltd. regarding the legality
of the securities being registered
20.1 Letter to Shareholders
23.1 Consent of Shefsky Froelich & Devine Ltd. (included as part of Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on page II-3)
99.1 Form of Enrollment Authorization Form
99.2 Form of Authorization Form for Automatic Monthly Deductions
99.3 Form of Voluntary Cash Investment Form
</TABLE>
II-4
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
EXHIBIT 5.1
4879-40-A
January 3, 1996
Banyan Strategic Realty Trust
150 South Wacker Drive
Suite 2900
Chicago, Illinois 60606
Re: Banyan Strategic Realty Trust:
Registration of 2,000,000 shares of beneficial interest
Gentlemen:
In connection with the registration of 2,000,000 shares of beneficial
interest, no par value (the "Shares") by Banyan Strategic Realty Trust, a
Massachusetts business trust (the "Trust") that may be issued by the Trust
pursuant to the Banyan Strategic Realty Trust Amended and Restated Distribution
Reinvestment and Stock Purchase Plan (the "Plan") under the Securities Act of
1933, as amended (the "Act"), on Form S-3 filed with the Securities and
Exchange Commission (the "Commission") on January 4, 1996, (the "Registration
Statement") you have requested our opinion with respect to the matters set
forth below.
For purposes of this opinion, we have examined the originals or copies
certified or otherwise identified to our satisfaction of: (i) the Trust's
Amended and Restated Declaration of Trust; (ii) the Trustee's Regulations of
the Trust, as amended to date; (iii) records of Trust proceedings as we deemed
material; (iv) such other certificates, records and documents as we considered
necessary or appropriate as a basis for the opinions set forth herein; and (v)
those matters of law as we have deemed necessary or appropriate as a basis for
the opinions set forth herein. We have not made any independent review or
investigation of the organization, existence, good standing, assets, business
or affairs of the Trust, or of any other matters. In rendering our opinions,
we have assumed without inquiry the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of these documents submitted to us as copies.
We have not undertaken any independent investigation to determine facts
bearing on this opinion, and no inference as to the best of our knowledge of
facts based on an independent investigation should be drawn from this
representation. Further, our opinions, as hereinafter expressed, are subject
to the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors; and (ii) the effect of general
principles of equity whether enforcement is considered in a proceeding in
equity or at law and the discretion of the court before which any proceeding
therefore may be brought.
We are admitted to the bar of the State of Illinois and express no opinion
as to the laws of any other jurisdiction in effect on the date hereof with
respect to the opinions expressed below. We have assumed for purposes of
rendering this opinion that the law of the Commonwealth of Massachusetts would
be substantially identical to the law of the State of Illinois.
On the basis of, and in reliance upon, the foregoing, and subject to the
qualifications contained herein, we are of the opinion that the Shares are
validly authorized and reserved for issuance and, when issued and delivered in
accordance with the terms of the Plan, will be fully- paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
<PAGE> 3
Banyan Strategic Realty Trust
January 3, 1996
Page 2
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose or furnished, or quoted to, or relied
upon by any other person, firm or corporation for any purpose without our prior
express written consent.
Respectfully submitted,
SHEFSKY FROELICH & DEVINE LTD.
SF&D/jfr
<PAGE> 1
EXHIBIT 20.1
<PAGE> 2
EXHIBIT 20.1
BANYAN STRATEGIC REALTY TRUST
Dear Shareholder:
We are pleased to announce a newly improved amended and restated Distribution
Reinvestment and Share Purchase Plan for Banyan Strategic Realty Trust
("Banyan") shareholders. Approximately thirty-three percent of our shareholders
participate in the existing Plan, which enables shareholders to increase their
ownership by reinvesting cash distributions, without any brokerage commissions
or service fees.
Enclosed is a Prospectus which outlines the Plan, which should be carefully
reviewed. Also enclosed are an Enrollment Authorization Form, an Authorization
Form for Automatic Monthly Deductions and a Voluntary Cash Investment Form to
complete should you decide to participate.
The Plan has been improved to make it even more attractive to shareholders.
Although the enclosed Prospectus fully explains the new Plan, the key features
are:
* Shareholders of record may elect one of three options for investing in
additional Shares - full distribution reinvestment, partial
distribution reinvestment or voluntary cash investments.
* Banyan will pay all brokerage commissions and service charges
associated with Share purchases pursuant to the Plan.
* Upon enrollment in the Plan, participants may make voluntary cash
investments ranging from $5.00 per payment to $120,000 per calendar
year. Under the new Plan, these voluntary cash investments may also
be made through automatic monthly deductions from a checking or savings
account at a U.S. bank or financial institution.
* Participation in the Plan is voluntary and you may join or withdraw at
any time.
* A safekeeping service which allows you to deposit, with First Chicago
Trust Company of New York, Share certificates, relieving you of
responsibility for loss, theft or destruction of the certificates.
There is no charge to you for this custodial service.
If you are not now a participant in the Plan:
To join the Plan, you need only sign the enclosed Enrollment
Authorization Form and mail it to First Chicago Trust Company of New
York in the postage prepaid envelope provided, with or without
any voluntary cash investment.
If you wish to continue to receive your distributions in cash, do not
return the Enrollment Authorization Form.
If you are already a participant in the Plan:
No action is required on your part to continue to participate as you
have in the past. You may simply take advantage of the improved Plan at
your discretion.
We hope you will find the improved Plan to be more flexible and
convenient.
Sincerely,
Leonard G. Levine
President
January, 1996
176198
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Banyan Strategic
Realty Trust for the registration of 2,000,000 shares of Beneficial Interests
and to the incorporation by reference therein of our report dated February 15,
1995 with respect to the consolidated financial statements of Banyan Strategic
Realty Trust included in its Annual Report (Form 10-K) for the year ended
December 31, 1994 filed with the Securities and Exchange Commission.
Ernst & Young LLP
Chicago, Illinois
January 3, 1996
<PAGE> 1
EXHIBIT 99.1
<PAGE> 2
EXHIBIT 99.1
BANYAN STRATEGIC REALTY TRUST
DISTRIBUTION REINVESTMENT AND SHARE PURCHASE PLAN
ENROLLMENT AUTHORIZATION FORM
PLEASE ENROLL THIS ACCOUNT AS FOLLOWS:
Place an "X" in the box with black or blue ink ([x])
to select option(s).
/ / FULL DISTRIBUTION REINVESTMENT
Reinvest all distributions for this account.
/ / PARTIAL DISTRIBUTION
REINVESTMENT
Reinvest any distributions
that may become payable to me on / * Shs. /
the following Shares and invest
any voluntary cash investments I
may choose to send.
/ / VOLUNTARY CASH INVESTMENTS ONLY
Invest the attached cash investment and any
future voluntary cash investments I may choose to send.
/ / AUTOMATIC MONTHLY DEDUCTIONS
Also complete the next form below.
*CANNOT BE GREATER THAN THE TOTAL NUMBER OF SHARES
CURRENTLY REGISTERED IN YOUR NAME.
Under each of the options above, participants may make
voluntary cash investments at any time.
Signature(s) of
Registered Owner(s) ________________________________________
____________________________________________________________
(Front)
Voluntary cash investments should be mailed to First Chicago Trust Company of
New York, Dividend Reinvestment Plans, P.O. Box 13531, Newark, NJ 07188-0001.
Participation in the Plan is subject to the terms as outlined in the Plan
Prospectus. Participation in the Plan may be terminated at any time by sending
written instructions signed by all registered owners to First Chicago Trust
Company of New York, Dividend Reinvestment Plans, P.O. Box 2598, Jersey City,
NJ 07303-2598.
If you do not check any box, you will be enrolled in FULL DISTRIBUTION
REINVESTMENT.
If you elected PARTIAL DISTRIBUTION REINVESTMENT, and:
- If you wish to reinvest cash distributions on ALL of the Shares now
registered in your name BUT NOT on any additional Shares that may be
registered in your name in the future, write the total number of
Shares now registered in your name in the space provided.
- If you wish to reinvest cash distributions on LESS THAN ALL of the
Shares now registered in your name and continue to receive a check
for cash distributions on the remaining Shares, write the number of
Shares on which you do wish distributions reinvested in the space
provided.
Under each option, regardless of the one you select, distributions received on
Shares accumulated and held under the Plan will be reinvested.
(Back)
<PAGE> 1
EXHIBIT 99.2
<PAGE> 2
EXHIBIT 99.2
BANYAN STRATEGIC REALTY TRUST
DISTRIBUTION REINVESTMENT AND SHARE PURCHASE PLAN
AUTHORIZATION FORM FOR
AUTOMATIC MONTHLY DEDUCTIONS
INSTRUCTIONS FOR REVERSE SIDE OF FORM
1. Indicate the Type of Account: Checking or Savings.
2. Print the complete Bank Account Number.
3. Print the Name on Bank Account as it appears on
your bank account.
4. Print the complete name of your financial
institution, including the branch name and address.
5. Print the ABA Number (Bank Number) from your
check or savings deposit slip.
6. Amount of automatic monthly deduction: Indicate
the monthly amount authorized to transfer from your
checking or savings account to purchase additional
Shares.
Please enclose a copy of a VOID check or a savings
deposit slip to verify banking information.
PLEASE COMPLETE THE INFORMATION ON THE REVERSE SIDE OF
THIS FORM.
I (WE) HEREBY AUTHORIZED FIRST CHICAGO TRUST COMPANY OF NEW
YORK TO MAKE MONTHLY AUTOMATIC TRANSFERS OF FUNDS FROM THE
CHECKING OR SAVINGS ACCOUNT IN THE AMOUNT STATED ON THE
REVERSE OF THIS FORM. THESE FUNDS WILL BE USED TO PURCHASE
SHARES FOR DEPOSIT INTO MY (OUR) ACCOUNT.
SIGNATURE(S)
----------------------------------------------
DAYTIME
DATE PHONE NUMBER
------------ -----------------------------
(Front)
AUTOMATIC MONTHLY DEDUCTION
PLEASE PRINT ALL ITEMS
1. Type of Account: [ ] Checking [ ] Savings
2.
---------------------------------------------
Bank Account Number
3.
----------------------------------------------------------
Name on Bank Account
4.
----------------------------------------------------------
Financial Institution
----------------------------------------------------------
Branch Name
----------------------------------------------------------
Branch Street Address
----------------------------------------------------------
Branch City, State and Zip Code
5.
----------------------------------------------------------
ABA Number
6. $_____________________Amount of automatic monthly deduction.
(Back)
<PAGE> 1
EXHIBIT 99.3
<PAGE> 2
EXHIBIT 99.3
BANYAN STRATEGIC REALTY TRUST
DISTRIBUTION REINVESTMENT AND SHARE PURCHASE PLAN
VOLUNTARY CASH INVESTMENT FORM
To purchase additional Shares, please make check
or money order payable in United States dollars
to "First Chicago-Banyan Strategic Realty Trust."
(PLEASE NOTE YOUR ACCOUNT NUMBER AND COMPANY CODE
ON THE PAYMENT.) DO NOT SEND CASH.
Amount enclosed $____________
--------------------------------------------------
MAIL PAYMENT TOGETHER WITH THIS FORM IN THE
POSTAGE PRE-PAID ENVELOPE PROVIDED OR TO THE
ADDRESS SHOWN ON THE REVERSE SIDE OF THIS FORM.
--------------------------------------------------
Daytime telephone number.
( )
--------------------------------------
Area Code
(Front)
VOLUNTARY CASH INVESTMENT INFORMATION
Voluntary cash investments should be mailed to First Chicago Trust Company of
New York, Dividend Reinvestment Plans, P.O. Box 13531, Newark, NJ 07188-0001.
For information, participants may write to First Chicago Trust Company of New
York, Dividend Reinvestment Plans, P.O. Box 2598, Jersey City, NJ 07303-2598.
If you prefer, you may call First Chicago Trust Company of New York (201)
324-0498.
(Back)
