Banyan Rail Services, Inc. became a holding company upon the acquisition of The Wood Energy Group, Inc. on September 4, 2009. The stock of Wood Energy is its principal asset. Currently, BARA is focusing primarily on railroad track construction, repair and maintenance businesses, but may explore potential acquisitions in other industries as well.
The company was originally organized under the laws of the State of Massachusetts in 1985, under the name VMS Hotel Investment Trust, for the purpose of investing in mortgage loans, principally to entities affiliated with VMS Realty Partners. These loans were collateralized by hotel and resort properties. The company was subsequently reorganized as a Delaware corporation in 1987 and changed its name from Banyan Hotel Investment Fund to B.H.I.T. Inc. in 1998.
As the result of a public offering in 1986, the company received gross proceeds of $98,482,751. From 1989 to 1992 it experienced severe losses due primarily to a decline in real estate property values and the resulting default on mortgage loans held by the REIT. The company has recorded losses every year since 1989 resulting in the accumulated deficit totaling $87,833,681 on December 31, 2008.
On February 15, 1995, a change in control occurred pursuant to the closing of the sale of shares of common stock to Harvey Polly pursuant to an amended Purchase Agreement dated August 3, 1994. On January 26, 1995, a tender offer concluded which resulted in the tender to Polly of 128,821.7 shares of common stock or 12.5 percent of BHIT's then outstanding shares common stock for a cash price of $3.50 per share. Subsequent to the closing of the tender offer, the terms of the agreement also required Polly to purchase from the company a number of shares sufficient to allow Polly to own, by virtue of the combination of the tender offer and the share purchase, not less than 333,500 and not more than 40 percent of the shares of common stock after giving effect to the shares issued in connection with the purchase. On February 15, 1995, Polly purchased 204,776.6 newly issued shares of common stock for a cash price of $2.20 per share. Upon acquisition, when combined with the shares of common stock purchased pursuant to the tender offer, Polly was the beneficial owner of 3,335,983 shares or approximately 27 percent of the outstanding voting shares of common stock.
In September 2000, Summa Holdings, Inc., formerly known as Arrowhead Holdings Corporation, purchased 587,056.3 shares of stock for $1,683,000 (which represented an average cost of $2.87 per share), or 39.2 percent of the outstanding shares from Polly and related entities. Prior to the sale Polly excercised a to purchase 265,000 shares at $2.20. Subsequent purchases of shares resulted in Summa owning a total of 624,356.3 shares at total historical cost of $1,737,464 (representing an average cost of $2.783 per share), or 41.7 percent of the outstanding shares on December 31, 2006.
On January 24, 2007, a group of private investors including Polly purchased all of the BHIT shares held by Summa at $2.50 per share. As a result of the transaction, James Benenson, Jr. and John V. Curci each resigned as directors and officers of the company and Paul S. Dennis, Gary O. Marino, Polly and Andrew H. Scott were appointed to fill vacancies in the board.
Effective November 14, 2008, Gary O. Marino was appointed president and CEO of BHIT. Marino will continue to serve as chairman of the board. The board expects BHIT to benefit from Marino's railroad experience as the company focuses on making acquisitions in that industry.
The company changed its name from B.H.I.T, Inc. to Banyan Rail Services, Inc. on January 06, 2010. The information above was updated on April 16, 2010 to reflect the impact of 1-for-10 reverse stock split.
Corporate Website: http://www.banyanrail.com/