As filed with the Securities and Exchange Commission
on April 23, 1997
Registration No. 333-00047
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
AMENDMENT NO. 1 to
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 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. [ ]
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED BE REGISTERED PER SHARE 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
<FN>
(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.
------------------------------
</TABLE>
<PAGE>
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")
subject to restrictions contained in the Trust's Amended and Restated
Declaration of Trust; 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 April 23, 1997.
<PAGE>
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 Commission
maintains a web site on the Internet at http://www:sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission.
The Trust's Shares are included for quotation on the NASDAQ National
Market (symbol - VLANS). Reports, proxy statements and other information
concerning the Trust may be viewed at the offices of NASDAQ located at 1735
K Street, N.W., Washington, D.C. 20006-1500.
The Trust has filed with the Commission a Registration Statement on
Form S-3 (herein together with all exhibits and schedules, referred to as
the "Registration Statement") 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,
1996;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996;
(c) Current Reports on Form 8-K dated January 3, 1996, January 4,
1996, May 1, 1996, December 4, 1996 and January 31, 1997; and
<PAGE>
(d) Description of the Trust's Shares of Beneficial Interest from
the Registration Statement on Form 8-A dated September 22, 1987, for
registration of Shares of Beneficial Interest pursuant to Section 12(g) of
the Exchange Act.
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 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. Currently, the Trust owns, through various subsidiaries
or partnerships which it controls, interests in industrial, residential,
commercial and retail real estate assets located throughout the Midwestern
and Southeastern portion of the United States and Washington, D.C. In
particular, the Trust's real estate interests include seven industrial
complexes aggregating 1,368,500 square feet of gross leasable area, one
apartment complex comprised of 350 units, five commercial office sites
consisting of 561,100 square feet of gross leasable area and one retail
center which contains 321,800 square feet of gross leasable area. The
Trust's executive offices are located at 150 South Wacker Drive, Suite
2900, Chicago, Illinois, 60606, and its telephone number is (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 following is a question and answer statement of the provisions of
the Trust's Amended and Restated Distribution Reinvestment and Share
Purchase Plan (the "Plan"). Questions 1 through 32 both explain and
constitute the Plan.
<PAGE>
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 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
the Bank with another entity.
[REST OF PAGE LEFT BLANK INTENTIONALLY]
<PAGE>
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, INCLUDING SALE OF SHARES: (201) 324-0498
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:
8:30 a.m. - 7:00 p.m., Eastern time,
each business day
INTERNET: Messages forwarded on the Internet will be responded to
within one business day.
The First Chicago Internet address is "http://www.fctc.com"
E-mail: First Chicago's E-mail address is "[email protected]"
TDD: (201) 222-4955 Telecommunications Device
for the hearing impaired.
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.
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, "How and when may a Participant terminate
participation in the Plan?" 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.
<PAGE>
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.
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.
<PAGE>
13. WHEN WILL SHARES BE PURCHASED UNDER THE PLAN?
Shares will be purchased on the "Investment Date" which is defined in
the Plan as: (i) the distribution payment date for those months in which
there is a distribution payment date; and (ii) the twentieth 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 nor 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, "How may a Participant make automatic monthly
investments?"
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.
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.
<PAGE>
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 nor 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 Authorization Form for Automatic
Deductions and return it to the Bank together with a voided blank check or
a savings account deposit slip for the account from which the funds are to
be withdrawn. Forms will be processed and will become effective as
promptly as practicable; however, a Participant should allow four to six
weeks for his/her first investment to be initiated. Once automatic monthly
deductions are initiated, funds will be withdrawn 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 Authorization Form for Automatic Deductions
to the Bank. An Authorization Form for Automatic Deductions must be
completed each time a Participant transfers Shares or opens a new account.
If a Participant closes or changes a bank account number, a new
Authorization Form for Automatic Deductions must be completed. To become
effective on a particular Investment Date, the new Authorization Form for
Automatic Deductions 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 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. Each
statement of account will reflect any cash distributions and voluntary cash
investments received by the Participant, 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.
DISTRIBUTIONS
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. On all Shares
held under the Plan, the Bank 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.
<PAGE>
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 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 but instead will be held of record 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 or telephone request
of a Participant. The remaining whole and fractional Shares, if any, will
continue to be credited to the Participant's account in book-entry 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. IF CERTIFICATES ARE REQUESTED, 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, if
requested, 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 in this manner
will be insured for current market value not to exceed $25,000.00. The
Bank will promptly send a statement confirming each deposit of Share
certificates. The Bank must be notified of any lost certificate 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.
If a Participant chooses not to use the brown pre-addressed envelope
provided by the Bank, certificates should be mailed to the address set
forth in Question 4 and insured for possible mail loss for 2% of the market
value, with a minimum of $20.00; this amount represents the replacement
cost that will be charged to the Participant if certificates are lost.
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.
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 or by telephone 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 calculated 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.
<PAGE>
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, once such adjusted basis is reduced to zero, any
excess is treated as gain from the sale of Shares. For further information
as to tax consequences of distributions from the Trust, each Participant
should consult with his own tax advisors.
REINVESTED DISTRIBUTIONS. In the case of reinvested distributions, when
the Bank acquires Shares for a Participant's account directly from the
Trust, the Participant must include in gross income a distribution equal to
the number of Shares purchased with the Participant's reinvested
distribution multiplied by the purchase price of the Shares on the relevant
distribution payment date. The Participant's basis in those Shares will
also equal the purchase price 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
although the full amount is included in gross income.
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 initial tax 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 adjusted tax basis in the Shares or fractional Shares.
The gain or loss will be capital in character if the 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 considered "effectively
connected income," but any such Participant whose distributions are subject
to United States income tax withholding will have the withheld amounts
deducted before the distributions 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. All Shareholders who are
not United States citizens or residents (for tax purposes) are urged to
consult their tax advisors before electing to participate in the Plan.
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.
<PAGE>
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.
If the Trust makes rights to purchase additional Shares or other
securities available to Shareholders, it will do so based on the number of
whole Shares held in each Participant's Plan accounts and Shares registered
in each Participant's name, if any, on the record date established for
determining Shareholders who are entitled to these rights.
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, when voting on
discretionary items, 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 a Participant's death or adjudicated
incompetency prior to the receipt of notice in writing of 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.
<PAGE>
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 including property acquisitions. 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.
EXPERTS
The consolidated financial statements of Banyan Strategic Realty Trust
appearing in its Annual Report (Form 10-K) for the year ended December 31,
1996, 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 Ltd., Chicago, Illinois.
<PAGE>
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Article VIII, Section 8.4 of the Trust's Declaration of Trust requires
the Trust to indemnify and hold harmless 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 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) the 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) the liability or loss was not the result of the
person's negligence or misconduct; and (iii) the 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 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 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 Commission such indemnification
is against public policy as expressed in the Securities Act and is
therefore unenforceable.
------------------------------
BANYAN STRATEGIC
REALTY TRUST
DISTRIBUTION REINVESTMENT AND
SHARE PURCHASE PLAN
2,000,000 SHARES
OF BENEFICIAL INTEREST
_________________
PROSPECTUS
_________________
April 23, 1997
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.
<PAGE>
TABLE OF CONTENTS
------------------
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. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES . . . . . . . . . . . 14
<PAGE>
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:
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 . . . . . . . . . . . . . . . 2,500*
Blue Sky fees and expenses . . . . . . . . . . . . . . . . 600
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . -0-
-------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . $17,110*
=======
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VIII, Section 8.4 of the Trust's Declaration of Trust requires
the Trust to indemnify and hold harmless 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 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) the 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) the liability or loss was not the result of the
person's negligence or misconduct; and (iii) the 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.
<PAGE>
ITEM 16. EXHIBITS
(a) The following documents are filed as part of this Registration
Statement:
EXHIBIT
NO. DESCRIPTION
- ------- -----------
5.1 Opinion of Shefsky & Froelich Ltd. regarding the legality of
the securities being registered
20.1 Letter to Shareholders
23.1 Consent of Shefsky & Froelich 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
(b) The following exhibits are incorporated by reference from the
Trust's Registration Statement on Form S-11 (file number 33-4169)
referencing the exhibit number used in that Registration Statement:
Exhibit
No. Description
- -------- -----------
(3)(b) Bylaws
(3)(c) Amended and Restated Declaration of Trust
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, as amended, 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, as amended,
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Post-effective Amendment No. 1 to 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 Post-effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Chicago,
Illinois, on April 23, 1997.
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 Post-effective Amendment No. 1 to 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 Post-effective Amendment No. 1
to the 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 Post-effective Amendment No. 1 to the Registration Statement
has been signed by the following persons in the capacities indicated as of
the 23rd day of April, 1997.
SIGNATURE TITLE
--------- -----
/s/ LEONARD G. LEVINE President
Leonard G. Levine (Principal Executive Officer)
/s/ JOEL L. TEGLIA Chief Financial Officer
Joel L. Teglia (Principal Financial Officer and
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
<PAGE>
INDEX TO EXHIBITS
-----------------
SEQUENTIALLY
NUMBERED
EXHIBIT NO. EXHIBIT PAGE NUMBER
- ---------- ------- ------------
5.1 Opinion of Shefsky & Froelich Ltd. regarding
the legality of the securities being registered
20.1 Letter to Shareholders
23.1 Consent of Shefsky & Froelich 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
EXHIBIT 5.1
- -----------
April 22, 1997
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 Post-effective Amendment
No. 1 to the Form S-3 filed with the Securities and Exchange Commission
(the "Commission") on April 23, 1997, (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 dated as of March 14, 1986, as
amended and restated as of August 8, 1986, as further amended on March 6,
1991 and May 1, 1993; (ii) the Trust's By-Laws, dated March 13, 1986; (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.
<PAGE>
Banyan Strategic Realty Trust
April 22, 1997
Page 2
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."
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 LTD.
SF&D/jfr
EXHIBIT 20.1
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BANYAN STRATEGIC REALTY TRUST
Dear Shareholder:
We are pleased to announce a newly improved Amended and Restated
Distribution Reinvestment and Share Purchase Plan (the "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.
The enclosed Prospectus describing the Plan should be carefully reviewed.
Also enclosed are an Enrollment Authorization Form to complete should you
decide to participate, together with an Authorization Form for Automatic
Deductions and a Voluntary Cash Investment Form.
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:
. Banyan will pay all brokerage commissions and service charges
associated with Share purchases pursuant to the Plan.
. Shareholders of record may elect to reinvest all or part of their
cash. Distributions will be used to purchase additional shares (AT A
DISCOUNT FROM PREVAILING MARKET PRICES).
. 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.
. Shareholders of record may also elect to participate in the Plan by
making voluntary cash investments, while continuing to receive cash
distributions on shares held in certificate form.
. A safekeeping service which allows you to deposit, with First Chicago
Trust Company of New York, Share certificates, relieving you of
responsibility for loss or theft of the certificates. There is no charge
to you for this custodial service.
. Participation in the Plan is voluntary and you may join or withdraw
at any time.
IF YOU ARE NOT NOW A PARTICIPANT IN THE PLAN:
To join the Plan, you need only complete and 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
April ___, 1997
EXHIBIT 23.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to 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 March 20, 1997 (except for notes 12
and 13, as to which the date is April 9, 1997), 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, 1996,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
Chicago, Illinois
April 21, 1997
EXHIBIT 24.1
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INCLUDED ON PAGE II-3
EXHIBIT 99.1
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BANYAN STRATEGIC REALTY TRUST
DISTRIBUTION REINVESTMENT AND SHARE PURCHASE PLAN
ENROLLMENT AUTHORIZATION FORM
PLEASE ENROLL MY ACCOUNT AS FOLLOWS:
Place an "X" in ONE box only, using a dark ink pen or a #2
pencil (X).
IF YOU DO NOT CHECK ANY BOX, THEN FULL DISTRIBUTION
REINVESTMENT WILL BE ASSUMED.
[ ] FULL DISTRIBUTION REINVESTMENT
Reinvest all distributions for this account
[ ] PARTIAL DISTRIBUTION REINVESTMENT
Reinvest any distributions that may become payable to me on
_________*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.
*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.
AUTOMATIC DEDUCTIONS
To authorize deductions, complete both sides of the next form
below.
Signature(s) of
Registered Owner(s):__________________________
[ FOR ELECTRONIC FILING PURPOSES --
"AUTHORIZATION FORM FOR AUTOMATIC DEDUCTIONS" IS DISPLAYED
AND ALLOWS FOR INDICATING THE NUMBER AMOUNT FOR:
(1) BANK ROUTING NUMBER; (2) BANK ACCOUNT NUMBER; (3) ACCOUNT TYPE;
AND (4) WITHDRAWAL AMOUNT. ]
BANYAN STRATEGIC REALTY TRUST
DISTRIBUTION REINVESTMENT AND SHARE PURCHASE PLAN
VOLUNTARY CASH INVESTMENT FORM
To purchase additional Shares, please make your 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 your payment.)
DO NOT SEND CASH.
Amount enclosed $___________________________
(minimum $5 per investment, maximum $120,000 per year)
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MAIL YOUR PAYMENT TOGETHER WITH THIS FORM IN THE POSTAGE PRE-PAID ENVELOPE
PROVIDED OR TO THE ADDRESS SHOWN ON THE REVERSE SIDE OF THIS FORM.
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Daytime Telephone Number.
(____)__________________________
area code
<PAGE>
Participation in the Plan is subject to the terms as outlined in the Plan
Prospectus. For further information, Participants may write to First
Chicago Trust Company of New York, Investment Plans, P.O. Box 2598, Jersey
City, NJ 07303-2598.
If you prefer, you may call First Chicago at (201) 324-0498 between 8:30
a.m. and 7:00 p.m. Eastern time each business day.
Voluntary cash investments should be mailed to First Chicago Trust Company
of New York, Investment Plans, P.O. Box 13531, Newark, NJ 07188-001.
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 not 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.
USE THIS ILLUSTRATION AS A GUIDE TO HELP YOU COMPLETE THE
AUTHORIZATION FORM FOR AUTOMATIC DEDUCTIONS BELOW
[ FOR ELECTRONIC FILING PURPOSES -- AN ILLUSTRATION OF THE
"AUTHORIZATION FORM FOR AUTOMATIC DEDUCTIONS"
IS DISPLAYED AND INDICATES THE LOCATION FOR ALL 6 STEPS AS LISTED BELOW. ]
AUTHORIZATION FORM FOR AUTOMATIC DEDUCTIONS
INSTRUCTIONS - PLEASE COMPLETE ALL 6 STEPS.
Complete and return this form ONLY if you wish to authorize automatic
deductions to purchase additional Shares. There are 6 steps to complete on
both sides of this authorization form. Each one is important in setting
this up for you. Please be sure to complete all 6 steps, using a dark ink
pen or a #2 pencil. Let's start with the 5 items on the reverse side.
1. - Bank Routing Number: Locate your bank's 9 digit routing number
in the lower left portion of your check or deposit slip as illustrated
above. Write that number in the 9 boxes across the top of the grid and
then shade in the corresponding box beneath each number.
2. - Bank Account Number: Locate your bank account number and shade
in the grid as you did in Step 1. Note that there may be more spaces than
you need so be sure to start from the left side as the machine that reads
this form will start reading the grid from the left side. Please do not
put dashes or leave blank spaces between your numbers.
3. - Account Type: Are we debiting your checking or savings account?
Check one.
4. - Withdrawal Amount: Enter the amount to debit from your bank
account in the boxes across the top of the grid. Now, shade in the grid as
you did before. Express the withdrawal amount in whole dollars only, no
cents. (Minimum $5.00 per month, maximum $120,000.00 per year).
5. - Signature(s): Also, be sure to read the Automatic Deduction
Authorization (below, at left) that authorizes us to perform this service
for you.
6. - Bank/Financial Institution Information: Now, fill in the bank
name and address (below, at right) and you're all done.
<PAGE>
NOTE: Once automatic deductions are initiated, funds will
be debited from your bank account three business
days before each Investment Date, which is usually on or about the
twentieth day of each month.
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AUTOMATIC DEDUCTION AUTHORIZATION
---------------------------------
I (We) hereby authorize First Chicago Trust Company of New York
to make deductions 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 to be held for my (our) account.
6. Bank/Financial Institution Information
NAME______________________________________________________
ADDRESS___________________________________________________
____________________________________________________________
CITY__________________STATE_________ZIP CODE_______________
VOLUNTARY CASH INVESTMENT INFORMATION
A voluntary cash investment must be for not less than $5.00 or more than
$120,000.00 per calendar year and received by First Chicago prior to each
Investment Date. The Plan's Investment Dates are usually on or about the
twentieth day of each month.
Voluntary cash investments should be mailed in the envelope provided or to
First Chicago Trust Company of New York, Investment Plans, P.O. Box 13531,
Newark, NJ 07188-0001.
For further information, Participants may write to First Chicago Trust
Company of New York, Investment Plans, P.O. Box 2598, Jersey City, NJ
07303-2598.
If you prefer, you may call First Chicago at (201) 324-0498 between 8:30
a.m. and 7:00 p.m. Eastern time each business day.
