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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 9 (Final Amendment)
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Banyan Strategic Land Fund II
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
06682 R 10
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 6, 1995
(Date of Event which Requires Filing
of this Statement)
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(b)(3) or (4), check the
following box: /_/
Check the following box if a fee is being paid with this
statement: /_/
Page 1 of 9 pages
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SCHEDULE 13D
CUSIP No. 06682 R 10 Page 2
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 0 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 0 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
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SCHEDULE 13D
CUSIP No. 06682 R 10 Page 3
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 0 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 0 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
PAGE
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SCHEDULE 13D
CUSIP No. 06682 R 10 Page 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 0 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 0 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 06682 R 10 Page 5
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 0 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 0 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 06682 R 10 Page 6
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 0 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 0 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
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Amendment No. 9 (Final Amendment)
to
Schedule 13D
This Statement amends the Schedule 13D, dated October 21,
1992, as amended by Amendment Nos. 1 to 8 (the "Schedule 13D"),
filed by Dickstein & Co., L.P. ("Dickstein & Co."), Dickstein
International Limited ("Dickstein International"), Dickstein
Partners, L.P., Dickstein Partners Inc. and Mark Dickstein with
respect to the Common Stock, $.01 par value (the "Common Stock"),
of Banyan Strategic Land Fund II (the "Company"). Notwithstand-
ing this Amendment No. 9, the Schedule 13D speaks as of its
respective dates.
I. Items 5(a), 5(c) and 5(e) of the Schedule 13D, "Interest in
Securities of the Issuer," are amended by adding the
following to the end thereof:
"(a) On June 5, 1995, in connection with the Company's
issuer tender offer (the "Tender Offer"), Dickstein & Co.
tendered to the Company the 1,180,000 shares of Common Stock
owned by it and Dickstein International tendered to the
Company the 286,700 shares of Common Stock owned by it. The
Tender Offer was consummated on June 5, 1995. On June 6, 1995,
the Company announced a preliminary proration percentage of 100%.
As a result, it is anticipated that the Dickstein & Co. and
Dickstein International each will have sold all shares owned by
it in the Tender Offer, and as a result the Reporting Persons no
longer beneficially own any shares of Common Stock.
(c) Arthur Wrubel, a Vice President of Dickstein
Partners, tendered to the Company all 25,000 shares of Common
Stock owned by him in the Tender Offer. Except as described in
Item 5(a) above and this Item 5(c), or as set forth in Amendment
No. 8, none of the persons identified in Item 2 has effected any
transactions in the Common Stock during the past 60 days.
(e) As a result of the sale of shares of Common Stock
in the Tender Offer, the Reporting Persons ceased to be the
beneficial owner of more than 5% of the Common Stock on June 5,
1995. Accordingly, the Reporting Persons no longer have a
reporting obligation under Section 13(d) of the Exchange Act with
respect to the Common Stock, and the Reporting Persons intend not
to further amend their report on Schedule 13D to reflect changes
in the facts set forth herein which may occur after the date
hereof."
7
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SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: June 7, 1995
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of
Dickstein Partners, L.P., the
general partner of Dickstein &
Co., L.P.
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the agent of Dickstein
International Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of
Dickstein Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
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DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Mark Dickstein
9
