EXHIBIT 99.19
- -------------
AT THE TRUST
Robert G. Higgins Investor Relations
First Vice President, General Counsel L.G. Schafran - Chairman and
630-218-7255 Interim CEO/President
bhiggins@banyanreit.com 630-218-7250
ir@banyanreit.com
FOR IMMEDIATE RELEASE
WEDNESDAY, AUGUST 28, 2002
BANYAN STRATEGIC REALTY TRUST SEEKS "NO-ACTION" RELIEF
IN CONNECTION WITH PLANNED YEAR-END DISSOLUTION;
FORMATION OF LIQUIDATING TRUST
OAK BROOK, ILLINOIS - AUGUST 28, 2002 - BANYAN STRATEGIC REALTY TRUST
(OTCBB: BSRTS) announced today that it expects to dissolve the Trust on
December 31, 2002 and to transfer all of its then remaining assets and
liabilities into a liquidating trust, in an effort to reduce the costs and
expenses associated with running the company. Banyan's Plan of Termination
and Liquidation authorizes its Board of Trustees to create a liquidating
trust to facilitate dissolution if, in the Trustees' judgment, it appears
that Banyan will not be able to satisfy all of its legal obligations within
two years of the adoption of the Plan. At a Board meeting held on
August 26, 2002, the Board determined that it is unlikely that all such
obligations will be discharged on or before January 5, 2003.
To help ensure the expected cost savings associated with operating as a
liquidating trust, Banyan has submitted a written request for "no-action"
relief to the Securities and Exchange Commission (the "Commission").
Banyan requested relief from, among other things, the following: (i)
registration of the issuance of the beneficial interests of the liquidating
trust under the Securities Act of 1933, as amended; and (ii) the
requirement of the liquidating trust to file current reports and audited
financial statements under the Securities Exchange Act of 1934, as amended.
There can be no assurance that the Commission will grant all, or any
portion of, the relief requested, nor can Banyan estimate when such relief
will be granted by the Commission, if at all. Failure of Banyan to obtain
all of the relief requested in the "no-action" request in a timely manner,
may result in the Board re-assessing its initial decision to transfer
Banyan's assets and liabilities into a liquidating trust.
If the requested "no action" relief is granted, all of Banyan's remaining
assets and liabilities will be transferred to a liquidating trust on
December 31, 2002 and trading in Banyan's common shares of beneficial
interest will cease. Current shareholders of Banyan will, without any
required action on their part, receive an equivalent interest in the
liquidating trust upon its formation, and Banyan will simultaneously cease
its existence. Beneficial interests in the liquidating trust will not be
represented by certificates and will be non-transferable, except by death
or operation of law.
-more-
BANYAN STRATEGIC REALTY TRUST
ADD 1
Banyan expects that the liquidating trust will be administered by one or
two liquidating trustees who are currently affiliated with the company.
Banyan expects that the liquidating trust will have a three-year term,
subject to extension, if necessary, depending upon the status of the assets
of the trust at the end of the three years. If all of the assets are
liquidated prior to the end of the three-year period, the liquidating trust
will immediately terminate and make a final distribution to its
beneficiaries.
Banyan is currently a party to a lawsuit pending in the Circuit Court of
Cook County, Illinois against Banyan's suspended president, Leonard G.
Levine. In the lawsuit, Banyan seeks recovery of certain payments to or
for the account of Mr. Levine as expense reimbursements, as well as damages
for breach of fiduciary duties, disgorgement of salary and other benefits
paid to Mr. Levine, punitive damages and attorney's fees. In the same
lawsuit, Mr. Levine seeks recovery of amounts allegedly due to him pursuant
to one or more of his employment contracts. This case will be transferred
into the liquidating trust if it is not resolved prior to year end.
Alternatively, if this litigation is resolved before year end, the
liquidating trust may not be necessary.
Banyan does not currently anticipate making any further distributions to
shareholders prior to the formation of the liquidating trust. Banyan noted
that in view of the uncertainty of the length of the Levine litigation (no
trial date has yet been established), the more prudent strategy is to
retain all of the Trust's assets and to transfer them to the liquidating
trust, in order to provide the best opportunity to resolve the pending
litigation. Upon termination of the liquidating trust, all remaining
assets (including all cash) will be distributed to the beneficiaries.
Banyan anticipates realizing significant operational savings following year
end in conjunction with the adoption of this strategy. For example, in
addition to savings associated with reduced reporting obligations and
savings of directors and officers' insurance premiums, Banyan's staff,
currently consisting of four full time and four part-time employees, will
be reduced to one or two trustees. Banyan's current office space will
likely be vacated and other expenses will also be curtailed.
In a related matter, Banyan's board ratified the Fourth Amendment to the
Northlake sale contract executed on August 19, 2002. While not altering
the anticipated closing date, the Fourth Amendment extends to September 17,
2002, the time period within which the purchaser may obtain approval from
the underlying first mortgage lender to assume the Trust's first mortgage
loan. A conditional approval has been granted, subject to the fulfillment
of certain requirements at or before the closing. In the absence of a
final approval, the purchaser may terminate the contract without penalty.
Banyan Strategic Realty Trust is an equity Real Estate Investment Trust
(REIT) that adopted a Plan of Termination and Liquidation on January 5,
2001. On May 17, 2001, the Trust sold approximately 85% of its portfolio
in a single transaction. Other properties were sold on April 1, 2002 and
May 1, 2002. Banyan now owns a leasehold interest in one (1) real estate
property located in Atlanta, Georgia, representing approximately 9% of its
original portfolio. This property is subject to a contract of sale,
currently scheduled to close on September 17, 2002. Since adopting the
Plan of Termination and Liquidation, Banyan has made liquidating
distributions totaling $5.45 per share. As of this date, the Trust has
15,496,806 shares of beneficial interest outstanding.
-more-
BANYAN STRATEGIC REALTY TRUST
ADD 2
Except for the historical information contained herein, certain matters
discussed in this release are forward-looking statements, the achievement
of which involve risks and uncertainties such as the sale of the Trust's
remaining property, the amount of the remaining liquidating distributions,
the outcome of pending litigation and other risks and uncertainties that
are detailed from time to time in the Trust's reports filed with the
Securities and Exchange Commission, including the report on Form 10-K for
the year ended December 31, 2001 which was filed with the Securities and
Exchange Commission on March 21, 2002. Please see also the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section which was included in our Form 10-Q for the quarter ended June 30,
2002 which was filed with the Securities and Exchange Commission on
August 9, 2002. Without limitation, the foregoing words such as
"anticipates", "expects", "intends", "plans", and similar expressions are
intended to identify forward-looking statements.
See Banyan's Website at http://www.banyanreit.com.
# # #