EXHIBIT A
XXXXXXX CAPITAL GROUP
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450 Park Avenue
New York, New York 10022
TELEPHONE 000 000-0000
FACSIMILE 000 000-0000
May 17, 1996
Xxxxxxx X. Xxxxxx, President and Director
Banyan Mortgage Investment Fund
000 X. Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxx:
I was disturbed to learn in our phone conversation yesterday evening
that the Board of Directors of Banyan Mortgage Investment Fund ("Banyan") is
apparently bent on pursuing the consummation of the Private Placement and Merger
notwithstanding our May 15th letter and the Board's inexcusable failure to
explore alternatives.1/
My attorneys have already made clear to your attorneys that we are
willing to enter into a reasonable confidentiality agreement, thereby obviating
any concern that our conversations may constitute "free discovery" or otherwise
prejudice Banyan in a future litigation. Indeed, litigation can be avoided only
by an honest and forthright dialogue. We stand ready to better understand and
resolve whatever legitimate concerns Banyan may have.
We continue to believe that the transactions contemplated by the Merger
Agreement severely compromise the interests of Xxxxxx and its shareholders and
are inconsistent with the fiduciary duties of Xxxxxx's directors and officers
(the "D&Os"). We have already indicated in our letter of May 15 that Xxxxxxx
Capital, L.P. and/or its designee(s) is willing to invest $3.5 million so as to
permit Banyan to meet its immediate cash needs. We are highly confident, as your
largest shareholder, that terms can be fashioned that are more favorable to
Banyan than those set forth in the Merger Agreement. Should the Board fail to
explore this possibility, shareholders will hold the directors personally
accountable.
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1/ Each capitalized term in this letter that is not otherwise defined
has the meaning ascribed to such term in the Agreement and Plan of Merger, dated
as of April 12, 1996, by and among RGI U.S. Holdings, Inc., RGI Holdings, Inc.
and Banyan (the "Merger Agreement").
Page 9 of 11 Pages
We are ready, willing and able to devote substantial resources to
Banyan in an expeditious manner. For whatever reason, the consummation of the
Private Placement has been delayed. I suggest that we use the time productively
for the benefit of Banyan and its shareholders. The D&Os have a duty to do no
less.
I look forward to hearing from you.
Very truly yours,
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Page 10 of 11 Pages
