SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 15, 1995 BANYAN HOTEL INVESTMENT FUND (Exact name of Registrant as specified in its charter) Delaware 1-9043 36-3361229 (State of or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) One Penn Plaza, Suite 1531, New York, NY 10119 (Former Address: 150 S. Wacker Drive, Suite 150 Chicago IL) (60606) (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 983-4782 (1) ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS On February 15, 1995, Norman M. Gold, Gerald L. Nudo and Marvin A. Sotoloff (the "Directors") submitted their respective resignations as Independent Directors of Banyan Hotel Investment Fund (the "Registrant") which was effective immediately. The Directors' resignations were submitted as a result of a change in control of the Registrant pursuant to the closing of the sale of shares of stock in the Registrant on February 15, 1995 to Mr. Harvey Polly pursuant to a Purchase Agreement dated August 3, 1994 as amended, as previously reported. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Letters of Resignation Norman M. Gold Gerald L. Nudo Marvin A. Sotoloff (2) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 22, 1995 BANYAN HOTEL INVESTMENT FUND (Registrant) By: /s/ Harvey Polly Harvey Polly Its: Chief Executive Officer (3) NORMAN M. GOLD 150 South Wacker Drive Suite 2900 Chicago, IL 60606 RESIGNATION TO: Banyan Hotel Investment Fund BMC Santa Barbara Corp. BHF Merger Corp. I hereby resign as a Director of each of Banyan Hotel Investment Fund, a Delaware corporation; BMC Santa Barbara Corp., an Illinois corporation; and BHF Merger Corp., an Illinois corporation, effective February 15, 1995. Sincerely, /s/ Norman M. Gold Norman M. Gold Dated: February 15, 1995 (4) GERALD L. NUDO 150 South Wacker Drive Suite 2900 Chicago, IL 60606 RESIGNATION TO: Banyan Hotel Investment Fund BMC Santa Barbara Corp. BHF Merger Corp. I hereby resign as a Director of each of Banyan Hotel Investment Fund, a Delaware corporation; BMC Santa Barbara Corp., an Illinois corporation; and BHF Merger Corp., an Illinois corporation, effective February 15, 1995. Sincerely, /s/ Gerald L. Nudo Gerald L. Nudo Dated: February 15, 1995 (5) MARVIN A. SOTOLOFF 150 South Wacker Drive Suite 2900 Chicago, IL 60606 RESIGNATION TO: Banyan Hotel Investment Fund BMC Santa Barbara Corp. BHF Merger Corp. I hereby resign as a Director of each of Banyan Hotel Investment Fund, a Delaware corporation; BMC Santa Barbara Corp., an Illinois corporation; and BHF Merger Corp., an Illinois corporation, effective February 15, 1995. Sincerely, /s/ Marvin A. Sotoloff Marvin A. Sotoloff Dated: February 15, 1995 (6)