SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by the Registrant ( x )
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( x ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material pursuant to section 240.14(c) or
section 240.14a-12
BANYAN STRATEGIC LAND FUND II
(Name of Registrant as Specified in its Charter)
ROGER L. BAKER
------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
( x ) $125 per Exchange Act Rules 0-11(c)(ii), 14a-6(i)91), or 14a-
6(j)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule
141-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
Shares of Common Stock
2) Aggregate number of securities to which transaction applies:
19,263,596
3) Per unit price or other underlying value of transaction
computed to Exchange Act Rule 0-11: N/A
4) Proposed maximum aggregate value of transaction: N/A
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
......................................................
2) Form, Schedule or Registration Statement No.:
......................................................
3) Filing Party:
......................................................
4) Date Filed:
......................................................
FORM OF PROXY
BANYAN STRATEGIC LAND FUND II
150 SOUTH WACKER DRIVE
SUITE 2900
CHICAGO, ILLINOIS
60606
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Leonard G. Levine and Robert G. Higgins,
and each of them, as Proxies, with the power to appoint their substitutes,
and hereby authorizes them to represent and to vote, as designated below,
all the Shares of Common Stock of Banyan Strategic Land Fund II (the
"Corporation" or the "Fund") held of record by the undersigned on July 7,
1995, at the Annual Meeting of Stockholders when convened on August 10,
1995, or any adjournment or postponement thereof.
Continued on the reverse side.
This proxy, when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted FOR Proposals 1 and 2.
1. PROPOSAL to elect three independent Directors to hold office until
the next Annual Meeting of Stockholders or otherwise as provided in
the Corporation's By-laws.
NOMINEE FOR AGAINST
Walter E. Auch, Sr. ___ ___
Gerald L. Nudo ___ ___
Robert M. Ungerleider ___ ___
Vote for, except withhold from the following nominee(s):
INSTRUCTIONS: To withhold authority to vote for any nominee, write his
_________________________________ name in space at left.
2. PROPOSAL to concur in the selection of Ernst
& Young LLP as the Corporation's independent
auditor for the fiscal year ending December
31, 1995. (check one box):
FOR AGAINST ABSTAIN
___ ___ ___
3. In their discretion, the Proxies are authorized to vote upon
and transact any other business as may properly come before the
Meeting or any adjournment or postponement thereof.
DATED:_________________________, 1995
_____________________________________
Signature
_____________________________________
Signature if held jointly
Sign exactly as name appears at left. If joint tenant, both should sign.
If attorney, executor, administrator, trustee or guardian, give full
title as such. If a corporation, please sign corporate name by
President or authorized officer. If partnership, sign in full
partnership name by authorized person.
PLEASE PROMPTLY MARK, DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED
ENVELOPE. PLEASE CONTACT THE CORPORATION'S PROXY SOLICITOR, CHEMICAL BANK
AT (800) 667-6589, WITH ANY QUESTIONS REGARDING THE ABOVE.
BANYAN STRATEGIC LAND FUND II
150 SOUTH WACKER DRIVE, SUITE 2900
CHICAGO, ILLINOIS 60606
312-553-9800
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Banyan Strategic Land Fund II:
Notice is hereby given that the annual meeting of stockholders (the
"Meeting" or the "Annual Meeting") of Banyan Strategic Land Fund II, a
Delaware corporation (the "Corporation" or the "Fund"), will be convened at
The River Club, 200 South Wacker Drive, Chicago, Illinois, on August 10,
1995, at 9:30 a.m. central time (the "Meeting Date"). All stockholders of
the Corporation (the "Stockholders") are entitled to attend the Meeting.
The Annual Meeting will be held for the following purposes:
(1) To elect three independent directors to hold office until the next
annual meeting of stockholders or otherwise as provided in the
Corporation's By-Laws;
(2) To concur in the selection of Ernst & Young LLP as the Corporation's
independent auditor for the fiscal year ending December 31, 1995;
(3) To transact any other business as may properly come before the
Meeting, or any adjournment or postponement thereof.
Only Stockholders of record at the close of business on July 7, 1995
are entitled to receive notice of and to vote at the Meeting or any
adjournment or postponement thereof (the "Eligible Holders"). A list of
Eligible Holders will be available for inspection at the Corporation's
offices for at least 10 days prior to the Meeting.
By order of the Board of Directors:
Robert G. Higgins
Secretary
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS OF
BANYAN STRATEGIC LAND FUND II
AUGUST 10, 1995
This proxy statement (the "Proxy Statement") is furnished to the
holders of shares (the "Stockholders") of the common stock, par value of
$0.01 of Banyan Strategic Land Fund II, (the "Common Stock" or the
"Shares"), a Delaware corporation (the "Corporation" or the "Fund"), in
connection with the solicitation of proxies by the Corporation's board of
directors (the "Directors" or the "Board") for use at the annual meeting of
stockholders. The Corporation's By-Laws (the "By-Laws") require the
Directors to call and hold an annual meeting of Stockholders not less than
30 days after delivery of the Fund's Annual Report. The Fund's annual
meeting of Stockholders has been delayed this year pending the recent
completion of the Fund's self tender offer. The annual meeting of
stockholders will be convened on August 10, 1995, at approximately 9:30
a.m. central time, and any adjournment or postponement thereof will be
announced at such meeting. Copies of this Proxy Statement, and the
enclosed form of proxy were first sent or given to Stockholders on or about
July 15, 1995. Stockholders who wish to attend the Meeting should contact
the Corporation at (312) 683-3670 so that arrangements can be made.
The Corporation will bear all costs in connection with the
solicitation of proxies, including the cost of preparing, printing and
mailing this Proxy Statement. In addition to the use of the mails, proxies
may be solicited by the Directors, the Fund's officers or by employees of
Banyan Management Corp. None of these individuals will be additionally
compensated, but they may be reimbursed for out-of-pocket expenses in
connection with the solicitation. For further information regarding Banyan
Management Corp., see "Certain Relationships and Related Transactions."
Arrangements will also be made with brokerage houses, banks and other
custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of the Common Stock held of record by
those persons, and the Fund may reimburse these custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses incurred in
connection therewith. Further, the Corporation may retain the services of
a proxy solicitor to assist in the solicitation of proxies for the Annual
Meeting at a fee payable by the Fund of $6,750, plus out-of-pocket
expenses.
Shares represented by properly executed proxies in the accompanying
form received by the Board prior to the Annual Meeting will be voted at the
Annual Meeting. Shares not represented by properly executed proxies will
not be voted. If a Stockholder specifies a choice with respect to any
matter to be acted upon, the Shares represented by that proxy will be voted
as specified. If the Stockholder does not specify a choice, in an
otherwise properly executed proxy, with respect to any proposal referred to
therein, the Shares represented by that proxy will be voted with respect to
that proposal in accordance with the recommendations of the Board described
herein. A Stockholder who signs and returns a proxy in the accompanying
form may revoke it by: (i) giving written notice of revocation to the
Corporation before the proxy is voted at the Annual Meeting; (ii) executing
and delivering a later-dated proxy; or (iii) attending the Annual Meeting
and voting the Shares in person.
The close of business on July 7, 1995 has been fixed as the date for
determining those Stockholders entitled to notice of and to vote at the
Annual Meeting (the "Record Date"). On the Record Date, the Corporation
had 9,953,849 Shares outstanding, each of which entitles the holder thereof
to one vote at the Annual Meeting. Only Stockholders of record as of the
Record Date will be entitled to vote at the Annual Meeting. The presence
of a majority of the outstanding shares of Common Stock, represented in
person or by proxy at the Annual Meeting, will constitute a quorum. The
three nominees receiving the highest vote totals will be elected as
directors of the Fund. Accordingly, abstentions and broker non-votes will
not affect the outcome of the election. All other matters to be voted on
will be decided by the affirmative vote of a majority of the shares present
or represented at the meeting and entitled to vote. On any such matter,
an abstention will have the same effect as a negative vote but, because
sharesheld by brokers will not be considered entitled to vote on matters
as towhich the brokers withhold authority, a broker non-vote will have no
effecton the vote.
The mailing address of the principal executive offices of the
Corporation is 150 South Wacker Drive, Suite 2900, Chicago, Illinois 60606.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
No person has filed a report with the Securities and Exchange
Commission (the "SEC") pursuant to Section 13(d) or 13(g) of the Securities
Exchange Act of 1954, as amended, indicating ownership of five percent (5%)
or more of the outstanding common stock, nor is the Corporation aware of
any person who, alone or as part of a group, beneficially owns more than
five percent (5%) of the outstanding shares as of June 30, 1995.
On May 5, 1995, the Fund commenced a tender offer to purchase up to
10,000,000 shares of its common stock. The offer expired at midnight on
June 5, 1995. The total number of shares tendered and purchased by the
Fund pursuant to the tender offer was 9,309,747. At the offer price of
$1.70 per share, the total cost to the Fund was $15,826,570.
Two shareholders which held greater than five percent (5%) of the
Fund's outstanding stock prior to the commencement of the offer tendered
their shares pursuant to the tender offer. On June 5, 1995, Dickstein &
Co. L.P. and Dickstein International Ltd. (collectively the "Dickstein
Entities") and Magten Asset Management tendered 1,466,700 and 2,162,000
shares respectively, representing 7.61% and 11.22% of the Fund's shares.
Messrs. David J. Brail and Alan S. Cooper, Directors of the Fund, are also
Vice Presidents of Dickstein Partners, Inc., the entity which manages the
Dickstein Entities. In a meeting of the Fund's Board of Directors held on
June 7, 1995, Messrs. Brail and Cooper announced their decision not to
stand for re-election at the Fund's upcoming annual meeting scheduled for
August 10, 1995.
The following table sets forth the number of Shares owned by all
Directors and Officers owning Shares, and all Directors and Officers as a
group as of June 30, 1995.
<TABLE>
<CAPTION>
AMOUNT & NATURE OF
NAME OF DIRECTOR OR OFFICER BENEFICIAL OWNERSHIP PERCENT OF CLASS
<S> <C> <C>
Leonard G. Levine, President 25,428 shares Less than 1%
Gerald L. Nudo, Director 5,000 shares Less than 1%
Robert M.Ungerleider, Director 6,000 shares Less than 1%
Walter E. Auch, Sr., Director 16,000 shares Less than 1%
All Directors and Officers of 52,428 shares Less than 1%
the Fund as a group (seven
persons)
</TABLE>
The Corporation is not aware of any arrangements, the operation of
which may at a subsequent date result in a change of control of the
Corporation.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Fund's officers and directors, and persons who own more than
ten percent of a registered class of the Fund's equity securities, to
fileinitial statements of beneficial ownership (Form 3), and statements of
changes in beneficial ownership (Forms 4 or 5), of Common Stock and other
equity securities of the Fund with the Securities and Exchange Commission
(the "SEC") and the National Association of Securities Dealers, Inc. (the
"NASD"). The SEC requires officers, directors and greater than ten percent
stockholders to furnish the Fund with copies of all these forms filed with
the SEC or the NASD.
To the Fund's knowledge, based solely on its review of the copies of
these forms received by it, or written representations from certain
reporting persons that no additional forms were required for those persons,
the Fund believes that all filing requirements applicable to its officers,
directors, and greater than ten percent beneficial owners were complied
with during 1994.
MATTERS TO BE CONSIDERED BY STOCKHOLDERS
1. ELECTION OF DIRECTORS
Three individuals will be elected at the Annual Meeting to serve as
Directors of the Fund until the next annual meeting of Stockholders or
otherwise as provided in the By-Laws. Unless instructions to the contrary
are given, the persons named as proxy voters in the accompanying proxy, or
their substitutes, will vote for the following nominees for Director with
respect to all proxies received by the Corporation. If any nominee should
become unavailable for any reason, the votes will be cast for a substitute
nominee designated by the Board. The Directors have no reason to believe
that the nominees named will be unable to serve if elected.
The nominees for Director are as follows:
<TABLE>
<CAPTION>
YEAR DURING
WHICH
INDIVIDUAL
FIRST BECAME
NAME AGE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS A DIRECTOR
<S> <C> <C> <C>
Walter E. Auch 73 Prior to retiring, Mr. Auch was the Chairman and 1987
Chief Executive Officer of the Chicago Board Options
Exchange. Prior to that time, Mr. Auch was
Executive Vice President, Director and a member of
the executive committee of PaineWebber, Inc. Mr.
Auch is a Director of Pinco L.P., Geotek Industries,
Smith Barney Advisors Fund, Pacific Corinthian VIP
Fund, Smith Barney Trak Fund, Express America Corp.,
Nicholas Applegate Funds and Fort Dearborn Fund and
a trustee of Hillsdale College and the Arizona Heart
Institute. Mr. Auch is also a trustee of Banyan
Strategic Realty Trust and a director of Banyan
Mortgage Investment Fund and Banyan Management Corp.
Gerald L. Nudo 45 Senior Vice President of Mesirow Realty Finance, 1987
Inc. From 1982 until 1990, Mr. Nudo was a Principal
and Vice President of Capital Realty Services, Inc.,
a commercial real estate investment banking company.
Mr. Nudo is a Trustee of Banyan Short Term Income
Trust and a Director of Banyan Management Corp. Mr.
Nudo is also a certified public accountant and a
licensed real estate broker in Illinois.
Robert M. Ungerleider 53 Currently of counsel to the law firm of Lane Felcher 1987
Kurlander & Fox, Mr. Ungerleider has founded,
developed and sold several start up ventures
including Verifone Finance, an equipment leasing
service, Smartpage, a paging service company, and
Financial Risk Underwriting Agency, Inc., an
insurance firm specializing in financial guarantee
transactions. Mr. Ungerleider is also a Director of
Banyan Mortgage Investment Fund and Banyan
Management Corp.
</TABLE>
The Board is required to meet at least four times per year either in
person or by telephonic conference. The Board met twenty times in 1994.
The Directors have not established any other nominating, compensation or
other committees performing similar functions other than an audit committee
which is comprised of all of the Directors and met two times during 1994.
During 1992, the Fund and Banyan Mortgage Investment Fund ("BMIF") formed a
joint asset committee to oversee various assets in which the Fund and BMIF
hold a common interest. The joint asset committee consisted of Mr. Nudo
and Mr. Ungerleider. Mr. Nudo served on the joint asset committee on
behalf of the Fund. Mr. Ungerleider served on the joint asset committee on
behalf of BMIF. For their services on the joint asset committee during
1994, Mr. Nudo and Mr. Ungerleider were each paid an annual fee of $35,000
by the Fund and BMIF, respectively. The Joint Asset Review Committee was
dissolved in 1995.
RECOMMENDATION OF THE BOARD: The Board hereby recommends and
nominates each of Messrs. Auch, Nudo and Ungerleider for election as
Directors of the Fund by the Stockholders at the Annual Meeting to serve
until the next annual meeting of Stockholders or as otherwise provided in
the By-Laws.
The three nominees receiving the highest vote totals will be elected
as Directors of the Fund. Accordingly, abstentions and broker non-votes
will not affect the outcome of the election. The two seats vacated by
Messrs. Brail and Cooper will not be filled at this meeting.
2. SELECTION OF INDEPENDENT AUDITOR
The Fund's financial statements, including those for the fiscal year
ended December 31, 1994, are included in the Annual Report previously
furnished to all Stockholders. The year-end statements have been audited
by the independent firm of Ernst & Young LLP which has served as the Fund's
independent auditor since the fiscal year-end December 31, 1989. The total
fees paid or accrued to Ernst & Young LLP in connection with the fiscal
year ended December 31, 1994 audit is approximately $70,000. The Board
believes that Ernst & Young LLP is knowledgeable about the Corporation's
operations and accounting practices and is well qualified to act in the
capacity of independent auditor. Therefore, the Board has selected
Ernst & Young LLP as the Fund's independent auditor to examine its
financialstatements for the fiscal year ended December 31, 1995. Although
the selection of an auditor does not require a Stockholder vote, the Board
believes it is desirable to obtain the concurrence of the Stockholders to
this selection. Due to the difficulty and expense involved in retaining
another independent firm on short notice, the Board does not contemplate
appointing another firm to act as the Corporation's independent auditor for
fiscal year-end December 31, 1995 if the Stockholders do not concur in the
appointment of Ernst & Young LLP. Instead, the Board will consider the
vote as advice in making their selection of an independent auditor for the
following year.
Representatives of Ernst & Young LLP are expected to be present at
the Meeting and will have the opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
RECOMMENDATION OF THE BOARD: The Board considers Ernst & Young LLP
to be well-qualified and recommends that the Stockholders concur in the
following resolution which will be presented for a vote of the Stockholders
at the Annual Meeting:
RESOLVED, that the Stockholders concur in the appointment, by the
Board, of Ernst & Young LLP to serve as the Corporation's independent
auditor for the fiscal year ended December 31, 1995.
The affirmative vote of a majority of the votes cast by Stockholders
present in person or by proxy and eligible to vote at the Meeting, a quorum
being present, is required for the adoption of the foregoing resolution.
EXECUTIVE OFFICERS
The following table sets forth information with respect to the
Corporation's executive officers. Each officer is elected annually by the
Directors and serves until his successor is elected and qualified or until
his death, resignation or removal by the Directors:
<TABLE>
<CAPTION>
OFFICE & YEAR
NAME AGE PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS FIRST ELECTED
<S> <C> <C> <C>
Leonard G. Levine 48 For a period in excess of five years prior President;
to January 1, 1990, Mr. Levine was Senior 1990
Vice President of VMS Realty Partners. Mr.
Levine also serves as President of Banyan
Mortgage Investment Fund, Banyan Short Term
Income Trust and Banyan Strategic Realty
Trust (collectively, these entities are the
"Banyan Funds") and Banyan Management Corp.
In addition, Mr. Levine is a Director of
Banyan Management Corp.
Neil D. Hansen 48 From 1988 to 1990, Mr. Hansen was Senior First Vice
Vice President of Ruff Callaghan & Hemmeter President; 1991
Company and Executive Vice President, Se-
cretary and Treasurer of Resort Income
Investors, Inc. Mr. Hansen also serves as
First Vice President of each of the other
Banyan Funds and Banyan Management Corp.
Robert G. Higgins 43 From 1990 to 1992, Mr. Higgins was a Vice President
contract partner at the law firm of Chapman - General
and Cutler. From 1984 to 1990, Mr. Higgins Counsel, 1992;
was a partner at the law firm of Schwartz & Secretary,
Freeman where he concentrated in the area of 1995
real estate development. Mr. Higgins is
admitted to the bar in the States of
Illinois, Minnesota and Texas. Mr. Higgins
also serves as Vice President/General
Counsel and Secretary of each of the other
Banyan Funds and Banyan Management Corp.
Joel L. Teglia 33 From 1991 to 1994, Mr. Teglia was the Vice President
Controller for Banyan Management Corp. From and Chief
1986 to 1990 Mr. Teglia held positions as Financial
Project Controller and Director of Finance Officer, 1994
and Budgeting at the Prime Group, Inc., an
international real estate investment and
development firm. Mr. Teglia also serves as
Vice President/Chief Financial Officer of
each of the other Banyan Funds and is the
Treasurer and Assistant Secretary of Banyan
Management Corp.
</TABLE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
A. DIRECTOR COMPENSATION
The Directors are paid an annual fee of $15,000, payable quarterly,
plus $875 for each Board meeting attended in person and $250 an hour for
each Board meeting attended via telephonic conference call. In addition,
each Director is reimbursed for out-of-pocket expenses incurred in
attending meetings of the Board. During 1992, the Fund and Banyan Mortgage
Investment Fund ("BMIF") formed a joint asset committee to oversee various
assets in which the Fund and BMIF hold a common interest. The joint asset
committee consisted of Mr. Ungerleider and Mr. Nudo. Mr. Nudo served on
the joint asset committee on behalf of the Fund. Mr. Ungerleider served on
the joint asset committee on behalf of BMIF. For their services on the
committee during 1994, each of Mr. Nudo and Mr. Ungerleider was paid a fee
of $35,000, by the Fund and BMIF, respectively. The joint asset review
committee was dissolved in 1995.
B. EXECUTIVE COMPENSATION
Compensation paid to Mr. Levine, the President and Chief Executive
Officer of the Fund for the years ended December 31, 1994, 1993 and 1992 is
as follows:
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
Other Restricted All Other
Annual Stock Options/ LTIP Compen-
Year Salary Bonus (2) Compen- Award(s) SARs (#) Payouts sation
sation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Leonard G. Levine, 1994 $102,800 $ 78,425 n/a $19,606 n/a n/a n/a
President and Chief 1993 $100,000 $ ---- n/a n/a n/a n/a n/a
Executive Officer (1) 1992 $ 60,337 $251,828 n/a n/a n/a n/a n/a
<FN>
(1)
Total compensation for the next four highest paid executives of
the Fund for 1994, 1993 and 1992 was less than $100,000 per
individual.
(2)
Pursuant to Mr. Levine's employment agreement, the incentive
amounts which were earned in 1993 were paid or awarded to him
by the Fund in 1994. Therefore, this compensation is presented
as paid in 1994.
</TABLE>
Mr. Levine serves as chief executive officer of the Fund pursuant to
an employment agreement entered into as of January 1, 1990. The agreement
has been amended extending the term through December 31, 1997.
Under the terms of the contract, for the period January 1, 1992
through June 30, 1992, Mr. Levine was paid a salary equal to $57,337 on an
annualized basis. Effective July 1, 1992 through December 31, 1992, Mr.
Levine was paid a salary equal to $63,337 on an annualized basis.
Effective January 1, 1993, Mr. Levine's salary increased to $100,000 per
year. Mr. Levine's new base salary is subject to annual increases
effective January 1 of each year beginning January 1, 1994 based on
increases in the Consumer Price Index. Effective January 1, 1994, Mr.
Levine's salary increased to $102,800 reflecting an increase in the
consumer price index of 2.8% as required pursuant to the amended employment
agreement.
In addition to the base salary, Mr. Levine may be granted, at the
discretion of the Board of Directors, additional compensation in the form
of a bonus, although no such bonus was granted for the year ended December
31, 1994. Further, Mr. Levine is eligible to receive compensation under an
incentive program included in his contract. Mr. Levine earns incentive
compensation which is calculated on the following four components: (i)
1.00% of the Fund's collateralized claims which were converted into cash;
(ii) 3.00% of the amount of the Fund's unsecured claims which were
converted into cash; (iii) 0.1% of all cash distributions of capital and
(iv) 0.14% of all distributions of income to stockholders of the Fund made
after January 1, 1993 and prior to the end of the employment period.
Pursuant to Mr. Levine's amended employment agreement, all incentive
amounts earned prior to January 1, 1993 were paid prior to December 31,
1992. All incentive amounts earned subsequent to January 1, 1993 are paid
80% in cash and 20% in shares ("Award Shares") of the Fund on March 15 of
the year following the period for which the incentive is earned. On
January 28, 1994, Mr. Levine was paid $78,425 representing 80% of his 1993
incentive. The 17,428 Award Shares valued at $1.125 per share or $19,606
represent 20% of Mr. Levine's 1993 incentive compensation and will be held
by the Fund in escrow, pending satisfaction of the vesting requirements,
for the benefit of Mr. Levine until the earlier of (i) December 31, 1997;
(ii) the termination of Mr. Levine's employment by the Fund without just
cause; or (iii) the permanent disability or death of Mr. Levine. At a
meeting of the Fund's Board of Directors on April 28, 1995, the Board of
Directors amended Mr. Levine's employment agreement with respect to the
issuance of Award Shares. Under Mr. Levine's amended employment agreement,
an "Award Share" has been redefined to mean the right to receive a cash
bonus equal to: (i) the value of one share of Common Stock of the Fund; and
(ii) any distributions of the Fund with respect to a share of Common Stock
between the Grant Date and the Settlement Date. The value of an Award
Share on a Grant Date and on a Settlement Date will be the average closing
price of the Fund's shares of Common Stock for the five business days ended
at the Grant Date or the Settlement Date, as the case may be. Mr. Levine
will continue to receive twenty percent (20%) of his Incentive Compensation
in Award Shares. At the time upon which Mr. Levine determines to dispose
of Award Shares, Mr. Levine will notify the Company of the number of Award
Shares he wishes to tender and he will receive from the Company a cash
bonus equal to the value of the Award Shares tendered to the Company. The
cash bonus from the Award Shares attributable to distributions will be paid
currently for all distributions declared for stockholders of record between
the Grant Date and the Settlement Date. Mr. Levine will no longer receive
actual shares of the Fund's Common Stock as Award Shares and shares of
Common Stock previously issued as Award Shares will be converted to a cash
bonus as provided for in the amended employment agreement. The Award
Shares will continue to be subject to the existing vesting provisions. The
amendment is intended to preserve the original intent of the Award Shares
which was to further align the interests of Mr. Levine with those of the
Fund's stockholders.
Either Mr. Levine or the Fund can terminate the employment agreement
at any time upon 90 days written notice. If the termination is by the Fund
for cause, or by Mr. Levine voluntarily, all incentive compensation not
previously paid (including Award Shares which have not vested) to Mr.
Levine is forfeited and he is not entitled to any severance payment. In
the event of Mr. Levine's death or permanent disability, he is entitled to
all incentive compensation earned through the date of his disability or
death plus any disability or life insurance proceeds, but he is not
entitled to any other severance payments. If his employment is terminated
without cause following a change of control (as defined in the agreement)
the Fund is obligated to pay Mr. Levine's salary during the remainder of
the employment period and must pay him all incentive compensation which he
would have earned if all the Fund's assets had been converted into cash and
all proceeds were distributed. If Mr. Levine is terminated without cause
but no change of control has occurred, he will receive a severance payment
equal to one year's salary plus all incentive compensation earned through
the date of his termination (including incentive compensation based upon
assets converted into cash within one year following his termination in
accordance with an expression of interest received by the Fund prior to Mr.
Levine's termination), plus an amount equal to the full cost of continuing
Mr. Levine's health benefits for one year.
C. EXECUTIVE AND DIRECTORS STOCK OPTION PLAN
On June 30, 1994, the Stockholders approved and adopted the 1994
Executive and Directors Stock Option Plan (the "Plan"). The Plan granted
the Board of Directors the authority to issue up to 1,000,000 shares of the
Fund's common stock for stock option awards. The Plan consists of an
Executive Option Grant Program and a Director Option Grant Program. Under
the Director Option Grant Program, each of Gerald L. Nudo, Robert M.
Ungerleider and Walter E. Auch, Sr., in consideration of their length of
service on the Board on the tenth business day after adjournment of the
annual meeting received an option to acquire 50,000 shares. Each of
David J. Brail and Alan S. Cooper on the tenth business day after adjourn-
ment ofthe annual meeting received an option to acquire 10,000 shares. The
exercise price of the options initially granted to the Board of Directors
under the Director Option Grant Program was $1.125.
The Board administers the Executive Option Grant Program and has the
authority to determine, among other things, the individuals to be granted
Executive Options, the exercise price at which shares may be acquired, the
number of shares subject to each option and the exercise period of each
option. The Board is also authorized to construe and interpret the
Executive Option Grant Program and to prescribe additional terms and
conditions of exercise in option agreements and provide the form of option
agreement to be utilized with the Executive Option Grant Program. No
Director is eligible to receive options under the Executive Option Grant
Program.
Options are not transferable except by will or by the laws of descent
and distribution, and are exercisable during an optionee's lifetime only by
the optionee or the appointed guardian or legal representative of the
optionee. Upon the: (a) death or permanent and total disability of an
optionee; or (b) retirement in accord with the Fund's retirement practices,
then any unexercised options to acquire shares will be exercisable at any
time within one year in the case of (a) and ninety days in the case of (b)
(but in no case beyond the expiration date specified in the Option
Agreement). If, while unexercised options remain outstanding under the
Plan, the Fund ceases to be a publicly-traded company, or if the Fund
merges with another entity or a similar event occurs, all options
outstanding under the Plan shall immediately become exercisable at that
time.
The Plan requires the optionee to pay, at the time of exercise, for
all shares acquired on exercise in cash, shares or, in the case of the
Executive Option Program, other forms of consideration acceptable to the
Board.
If the Fund declares a stock dividend, splits its stock, combines or
exchanges its shares, or engages in any other transactions which results in
a change in capital structure such as a merger, consolidation, dissolution,
liquidation or similar transaction, the Board may adjust or substitute, as
the case may be, the number of shares available for options under the Plan,
the number of shares covered by outstanding options, the exercise price per
share of outstanding options, any target price levels for vesting of the
options and any other characteristics of the options as the Board deems
necessary to equitably reflect the effects of those changes on the option
holders.
On January 18, 1994 the Board granted, subject to approval of the
Plan by the stockholders, initial options totalling 90,000 to management
under the program, at a price of $1.125 per share (the closing price on the
day of the grant of options).
Pursuant to the terms of the grants, options for all shares granted
under the Executive Option Grant Program are exercisable and vested in
installments as follows: (1) 33.3% of the number of shares commencing on
the first anniversary of the date of grant; (ii) an additional 33.3% of the
shares commencing on the second anniversary of the date of the grant; and
(iii) an additional 33.4% of shares commencing on the third anniversary of
the date of grant. Option for all shares as granted under the Director
Option Grant Program shall be exercisable in installments as follows: (i)
50.0% of the number of shares commencing on the first anniversary of the
date of grant; and (ii) an additional 50.0% of the number of shares
commencing on the second anniversary of the date of grant. The Board is
granted discretion to determine the term of each Option granted under the
Executive Option Grant Program, but in no event will the term exceed ten
years and one day from the date of grant.
Stock Options granted or exercised by executive officers for the year
ended December 31, 1994, are as follows:
<TABLE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Number of % of Total Potential Realized Value at
Securities Options Assumed Annual Rates of Stock Price
Underlying Granted to Exercise Appreciation for Option Term
Options Employees in or Expiration
Name Granted Fiscal Year Base Date 5% 10%
Price
<S> <C> <C> <C> <C> <C> <C>
Leonard G. 60,000 67% $1.125 Jan. 18, $ 37,734 $ 95,625
Levine 2004
</TABLE>
<TABLE>
AGGREGATED STOCK OPTION EXERCISES DURING YEAR AND YEAR END OPTION VALUES
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at December 31 at December 31
Shares
Name Acquired on Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
Exercise
<S> <C> <C> <C> <C>
Leonard G. --- $ --- ---/60,000 $ ---/$ ---
Levine
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Banyan Management Corp. ("BMC") performs certain administrative
services on behalf of the Fund for which it is reimbursed the cost of
performing these services. BMC is owned in part and is controlled by the
Fund and Banyan Mortgage Investment Fund, Banyan Strategic Realty Trust and
Banyan Short Term Income Trust. Mr. Levine is the President and Director
of BMC but receives no compensation. Messrs. Hansen, Higgins and Teglia
are employees of the Fund but are compensated by BMC and their compensation
is included in the administrative costs for which BMC is reimbursed by the
Fund. The directors/trustees of all Banyan Funds serve as directors of BMC
but receive no compensation. Administrative costs reimbursed by the Fund
to BMC for the years ended December 31, 1994, 1993 and 1992 totaled
$593,964, $652,113 and $947,207, respectively. BMC charges its operating
expenses among the Banyan Funds for which it performs services and acts as
a common paymaster for the Fund and the other Banyan Funds.
STOCKHOLDER PROPOSALS
Stockholder proposals for the 1995 Annual Meeting of Stockholdersmust be
received by the Corporation at its executive office in Chicago,
Illinois, on or prior to March 9, 1996 for inclusion in the Corporation's
proxy statement for that meeting. Any Stockholder proposal must also meet
the other requirements for Stockholder proposals as set forth in the rules
of the Securities and Exchange Commission relating to Stockholder
proposals.
OTHER MATTERS
As of the date of this Proxy Statement, no business other than that
discussed above is to be acted upon at the Meeting. If other matters not
known to the Board should, however, properly come before the Meeting, the
persons appointed by the signed proxy intend to vote it in accordance with
their best judgment.
Banyan Strategic Land Fund II
By the Order of the Board of
Directors
Leonard G. Levine
President
Chicago, Illinois
July 15, 1995
A copy of the Banyan Strategic Land Fund II 1994 Annual Report on
Form 10-K filed with the Securities and Exchange Commission will be
supplied to Stockholders without charge. Requests for the Report should be
directed to:
BANYAN STRATEGIC LAND FUND II
c/o Investor Relations Department
150 S. Wacker Drive, Suite 2900
Chicago, IL, 60606
(312) 683-3670
YOUR VOTE IS IMPORTANT. THE PROMPT RETURN OF PROXIES WILL SAVE THE
CORPORATION THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. PLEASE PROMPTLY
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE.
