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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Banyan Strategic Realty Trust
Title of Class of Securities: Shares of Beneficial Ownership
CUSIP Number: 06683M102
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Felix Kozodoy
Magten Asset Management Corp.
35 East 21st Street
New York, New York 10010
(Date of Event which Requires Filing of this Statement)
April 28, 1999
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.: 06683M102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Magten Asset Management Corp.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
328,600
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,112,400
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,112,400
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [X]
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13. Percent of Class Represented by Amount in Row (11)
8.3%
14. Type of Reporting Person
IA, CO
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CUSIP No.: 06683M102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Talton R. Embry
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
328,600
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,112,400
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,112,400
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [X]
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13. Percent of Class Represented by Amount in Row (11)
8.3%
14. Type of Reporting Person
IN
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The purpose of this Schedule 13D is to report the ownership of
Magten Asset Management Corp. ("Magten") and Talton R. Embry
(collectively, the "Reporting Persons") in the Shares of
Beneficial Ownership (the "Shares") of Banyan Strategic Realty
Trust (the "Issuer") of 8.3% of the Shares outstanding.
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Shares of Beneficial
Ownership.
The name and address of the principal executive and
business office of the Issuer is:
Banyan Strategic Realty Trust
150 S. Wacker Drive
Suite 2900
Chicago, Illinois 60606
Item 2. Identity and Background
This statement is being filed on behalf of Magten Asset
Management Corp. ("Magten"), a Delaware corporation, and
Talton R. Embry. Magten, a registered investment
adviser, has investment discretion over certain managed
accounts of its investment advisory clients. Mr. Embry
is a managing director and the sole shareholder of
Magten. The principal office of the Reporting Persons
is at 35 East 21st Street, New York, New York 10010.
On February 26, 1996, Magten and the Maryland Securities
Commissioner entered into a consent order whereby Magten
paid a fine of $1,500. The Maryland Securities
Commissioner alleged that Magten effected investment
advisory transactions in Maryland prior to its
registration as a Maryland investment adviser. Magten
is currently registered as an investment adviser in
Maryland, and its activities are not restricted.
Mr. Embry has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Mr. Embry has not,
during the last five years, been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws.
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Talton R. Embry is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Magten and Mr. Embry are deemed
to beneficially own 1,112,400 Shares. All 1,112,400
Shares are held by the managed accounts. All of the
Shares were purchased in open market transactions. The
Shares were purchased for an aggregate purchase price of
$4,686,486. The funds for the purchase of the Shares
came from each managed account's own funds. No leverage
was used to purchase the Shares.
Item 4. Purpose of Transactions
The Shares deemed to be beneficially owned by the
Reporting Persons were acquired for investment purposes.
The Reporting Persons have been dissatisfied with the
Shares' market performance and believe that the Issuer's
Board of Trustees and Management should pursue
alternative strategies to maximize Share value.
The Reporting Persons have discussed the above with
Morgens, Waterfall, Vintiadis & Company Inc.
("Morgens"), a New York corporation. The Reporting
Persons and Morgens have decided to engage in joint
discussions to solicit the support of the Issuer's Board
of Trustees and Management to identify and pursue
certain alternative strategies, including merging the
Issuer with another entity, selling the stock or assets
of the Issuer or liquidating the Issuer. Depending on
the outcome of discussions with the Board of Trustees
and Management, the Reporting Persons and Morgens may
nominate a slate of candidates who support the
objectives of the Reporting Persons and Morgens, and
solicit proxies to elect these candidates to the
Issuer's Board of Trustees. The Reporting Persons and
Morgens may also, individually or jointly, have
discussions with other shareholders of the Issuer.
Except as described above, the Reporting Persons and
Morgens will act independently with respect to the
Shares, including the purchase or sale of the Shares.
The Reporting Persons and Morgens have not entered into
any other agreements or arrangements relating to the
Shares.
Except as described above, the Reporting Persons do not
have any plan or proposal which relates to, or would
result in, any of the actions enumerated in Item 4 of
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the instructions to the Schedule 13D. The Reporting
Persons reserves the right to acquire additional Shares,
dispose of all or some of the Shares from time to time,
or continue to hold the Shares.
Item 5. Interest in Securities of Issuer
As of the date hereof, Magten and Mr. Embry are deemed
to beneficially own 1,112,400 Shares. Based on
information supplied by the Issuer, as of February 18,
1999 there were 13,390,688 Shares outstanding.
Therefore, Magten and Mr. Embry are deemed to
beneficially own 8.3% of the outstanding Shares. The
Reporting Persons have the shared power to vote or
direct the vote of 328,600 Shares. The Reporting
Persons do not have the power to vote or direct the vote
of 783,800 Shares. The Reporting Persons have the power
to dispose of or direct the disposition of all 1,112,400
Shares. All transactions in the Shares effected by the
Reporting Persons during the sixty days prior to
April 28, 1999 through the date of this filing were
effected in open-market transactions and are set forth
in Exhibit B hereto.
The Reporting Persons may be deemed to be beneficially
owners of the Shares. Pursuant to Rule 13d-4
promulgated under the Securities Exchange Act of 1934,
the Reporting Persons hereby declare that the filing of
this Schedule 13D shall not be construed as an admission
that the Reporting Persons are the beneficial owners of
the Shares.
Investment advisory clients, on whose behalf the Shares
are held in managed accounts, have the right to receive
and the power to direct the receipt of dividends from,
or the proceeds from the sale of the Shares.
The Reporting Persons and Morgens may be deemed to be
members of a group within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as
amended. Morgens has previously filed, for itself and
on behalf of certain investment funds it manages, a
Schedule 13D which is amended on the date hereof to
report a combined beneficial ownership of 2,192,501
Shares, which is approximately 16.4% of the Shares
outstanding. The Reporting Persons disclaim any
beneficial ownership of such Shares.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
See Item 4.
Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
2. A description of the transactions in the
Shares that were effected by the Reporting
Persons during the 60 days prior to April 28,
1999 through the date of this filing is filed
herewith as Exhibit B.
Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
MAGTEN ASSET MANAGEMENT CORP.
By: /s/ Talton R. Embry
_____________________________
Talton R. Embry
Managing Director
/s/ Talton R. Embry
_____________________________
Talton R. Embry
April 28, 1999
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
April 28, 1999 relating to the Shares of Beneficial
Ownership of Banyan Strategic Realty Trust shall be filed on
behalf of the undersigned.
MAGTEN ASSET MANAGEMENT CORP.
By: /s/ Talton R. Embry
_____________________________
Talton R. Embry
Managing Director
/s/ Talton R. Embry
_____________________________
Talton R. Embry
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Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ __________________________ _____________________
3/23/99 (1,200) $4.7500
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01651001.AP3
