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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4 A-3
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
FINAL AMENDMENT
BANYAN STRATEGIC LAND FUND II
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(NAME OF ISSUER AND PERSON FILING STATEMENT)
COMMON STOCK, $.01 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
06682R102
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(CUSIP NUMBER OF CLASS OF SECURITIES)
LEONARD G. LEVINE
PRESIDENT
BANYAN STRATEGIC LAND FUND II
150 SOUTH WACKER DRIVE, SUITE 2900
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 683-3670
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING STATEMENT)
COPY TO:
MICHAEL J. CHOATE, ESQ.
SHEFSKY & FROELICH LTD.
444 NORTH MICHIGAN AVENUE, STE. 2500
CHICAGO, ILLINOIS 60611
(312) 527-4000
MAY 5, 1995
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(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$17,000,000 $3,400
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*Assumes purchase of 10,000,000 shares at $1.70 per share.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number or the Form
or Schedule and the date of its filing.
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Amount previously paid: $3,400 Filing Party: Banyan Strategic Land Fund II
Form or Registration No.: Schedule 13E-4 Date Filed: May 5, 1995
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Page of Pages
Exhibit Index Appears on Page
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ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Banyan Strategic Land Fund II, a Delaware
corporation (the "Company"), which has its principal executive offices at 150
South Wacker Drive, Suite 2900, Chicago, Illinois 60606 (telephone number
(312) 683-3670).
(b) This schedule relates to the offer by the Company to purchase up to ten
million outstanding shares of its common stock, $.01 par value per share (the
"Shares"), at a price equal to $1.70 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
May 5, 1995 (the "Offer to Purchase"), and related Letter of Transmittal, copies
of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. The
information contained in Sections 1, 9 and 11 of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in Section 7 of the Offer to Purchase is
incorporated herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 9 of the Offer to Purchase is
incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a) - (j) The information set forth under "Background and Purpose of the
Offer" and Sections 7 and 8 in the Offer to Purchase is incorporated herein by
reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Section 11 of the Offer to Purchase is
incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth under "Background and Purpose of the Offer,"
Sections 8 and 11 of the Offer to Purchase and in Exhibit (c)(1) is incorporated
herein by reference.
Dickstein & Co., L.P. and Dickstein International Limited (collectively,
the "Dickstein Entities") tendered all of their Shares (1,466,700 Shares or
7.61% of the Company's common stock outstanding as of May 5, 1995) pursuant to
the terms of the Offer to Purchase. Messrs. David J. Brail and Alan S. Cooper,
directors of the Company, are also Vice Presidents of Dickstein Partners, Inc.,
the entity which manages the Dickstein Entities. In a meeting of the Company's
Board of Directors held on June 7, 1995, Messrs. Brail and Cooper stated their
intent not to stand for reelection at the Company's next scheduled annual
meeting of stockholders.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in Section 15 of the Offer to Purchase is
incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) The financial information set forth in Section 10 of the Offer to
Purchase and in Exhibit (g)(1) hereto is incorporated herein by reference.
(b) The pro forma data set forth in Section 10 of the Offer to Purchase is
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) See Item 5 above.
(b) The information set forth in Section 12 is incorporated herein by
reference.
(c) None.
(d) None.
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(e) The offer described in the Offer Purchase expired at midnight, New York
city time, on Monday, June 5, 1995. A total of 9,309,747.133 Shares were
properly tendered at the offer price of $1.70 per Share and the Company has made
payment for all of the properly tendered Shares at an aggregate purchase price
of $15,826,570.13.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Revised Form of Offer to Purchase dated May 5, 1995.***
(a)(2) Form of Letter of Transmittal dated May 5, 1995, together with
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of letter from the Company to brokers, dealers, commercial
banks, trust companies and other nominees dated May 5, 1995.*
(a)(5) Form of letter from brokers, dealers, commercial banks and trust
companies to their clients dated May 5, 1995.*
(a)(6) Form of letter to stockholders from Leonard G. Levine, President of
the Company, dated May 5, 1995.*
(a)(7) Form of Summary Advertisement dated May 5, 1995.*
(a)(8) Press Release dated May 5, 1995.**
(a)(9) Press Release dated May 25, 1995.
(a)(10) Press Release dated June 6, 1995.
(a)(11) Press Release dated June 15, 1995.
(b) Not applicable.
(c)(1) Agreement dated May 17, 1993 by and among the Company, Dickstein &
Co., L.P. and Dickstein International Limited.*
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g)(1) The Company's 1994 Annual Report to Stockholders.*
* Previously filed with Schedule 13E-4 on May 5, 1995.
** Previously filed with Schedule 13E-4/A1 on May 15, 1995.
*** Previously filed with Schedule 13E-4/A2 on May 23, 1995.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amended statement is true, complete and
correct.
BANYAN STRATEGIC LAND FUND II
By: /s/ LEONARD G. LEVINE
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Leonard G. Levine
President
Dated: June 16, 1995
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION PAGE
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(a)(1) Revised Form of Offer to Purchase dated May 5, 1995. ***
(a)(2) Form of Letter of Transmittal dated May 5, 1995, together with Guidelines for *
Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(3) Form of Notice of Guaranteed Delivery. *
(a)(4) Form of letter from the Company to brokers, dealers, commercial banks, trust *
companies and other nominees dated May 5, 1995.
(a)(5) Form of letter from brokers, dealers, commercial banks and trust companies to *
their clients dated May 5, 1995.
(a)(6) Form of letter to stockholders from Leonard G. Levine, President of the *
Company, dated May 5, 1995
(a)(7) Form of Summary Advertisement dated May 5, 1995. *
(a)(8) Press Release dated May 5, 1995. **
(a)(9) Press Release dated May 25, 1995.
(a)(10) Press Release dated June 6, 1995.
(a)(11) Press Release dated June 15, 1995.
(c)(1) Agreement dated May 17, 1993 by and among the Company, Dickstein & Co., L.P. *
and Dickstein International Limited.
(g)(1) The Company's 1994 Annual Report to Stockholders. *
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* Previously filed with Schedule 13E-4 on May 5, 1995.
** Previously filed with Schedule 13E-4/A1 on May 15, 1995.
*** Previously filed with Schedule 13E-4/A2 on May 23, 1995.
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Exhibit 99.a.9
BANYAN MANAGEMENT CORP.
FOR IMMEDIATE RELEASE
CONTACT: Robert G. Higgins
PHONE: (312) 553-9800
FAX: (312) 553-0450
BANYAN STRATEGIC LAND FUND II REJECTS UNSOLICITED OFFER
Chicago, Illinois - May 25, 1995 - Banyan Strategic Land Fund II
(Nasdaq:VSLF) announced today that it has rejected an offer received on May 23
from Canton Financial Services Corporation (OTC:CICP) to acquire all of the
Fund's assets in exchange for non-voting preferred stock payable in the year
2021, the dividends upon which may be paid in additional stock rather than
cash, at Canton's election. Leonard G. Levine, President of the Fund, commenting
on the offer, stated, "The offer submitted by Canton Financial Services
Corporation has been communicated to the members of our Board of Directors."
Mr. Levine stated that upon review and analysis of the offer and of the public
filings of Canton Financial Services Corporation, it is apparent, in his view,
that the value of the consideration offered cannot be determined and that
Canton is lacking in both the financial wherewithal and the management
experience necessary to consummate the proposed transaction. Moreover, said Mr.
Levine, "We are very concerned by Canton's admitted use of its own common stock
to pay operating expenses and salaries due to working capital shortages and the
publicly disclosed litigation involving Canton and affiliated parties,
including criminal enforcement matters involving a person who, by Canton's own
admission, has significant influence and control over the affairs of Canton,
all of which may have a material adverse effect upon Canton and its
affiliates."
Mr. Levine added: "At the present time, the Board has no intent to
change the Fund's current business plan or to terminate or make any change in
the issuer tender offer which commenced on May 5, 1995 and expires, unless
extended by the Fund pursuant to the terms of the offer, at midnight on June 5,
1995."
Banyan Strategic Land Fund II is included for quotation on the Nasdaq
National Market under the symbol "VSLF."
-END-
150 S. Wacker Drive Suite 2900 Chicago, IL 60606 312 553 9800
Fax 312 553 0450
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Exhibit 99.a.10
BANYAN MANAGEMENT CORP.
FOR IMMEDIATE RELEASE
CONTACT: Robert G. Higgins
PHONE: (312) 553-9800
FAX: (312) 553-0450
BANYAN STRATEGIC LAND FUND II
ANNOUNCES EXPIRATION OF TENDER OFFER
Chicago, Illinois - June 6, 1995 - Banyan Strategic Land Fund II
(Nasdaq:VSLF) announced today that its tender offer, which commenced on May 5,
1995, to purchase up to 10,000,000 shares of its common stock expired at
midnight on June 5, 1995 and was not extended by the Fund. Based on preliminary
totals computed by First Chicago Trust Company of New York, the Depository for
the tender offer, the Fund announced that a total of 8,882,986.107 shares of
common stock (including 61,215.437 consisting of odd lots) were tendered and
notices of guaranteed delivery have been received in respect to an additional
443,164.5189 shares at the offer price of $1.70 per share for a total of
$15,854,456.06 worth of shares tendered or subject to guaranteed delivery. The
Fund expects to finalize the results and to make payment for the tendered
shares within seven business days.
The Fund's shares closed down 1/8 yesterday, at 1-9/16 in trading over
the Nasdaq National Market.
Banyan Strategic Land Fund II is included for quotation on the Nasdaq
National Market under the symbol "VSLF."
-END-
150 S. Wacker Drive Suite 2900 Chicago, IL 60606 312 553 9800
Fax 312 553 0450
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Exhibit 99.a.11
BANYAN MANAGEMENT CORP.
FOR IMMEDIATE RELEASE
CONTACT: Robert G. Higgins
PHONE: (312) 553-9800
FAX: (312) 553-0450
BANYAN STRATEGIC LAND FUND II
ANNOUNCES FINAL RESULTS OF TENDER OFFER;
REJECTS UNSOLICITED OFFER
Chicago, Illinois - June 15, 1995 - Banyan Strategic Land Fund II
(Nasdaq:VSLF) announced today that it has received final results in respect to
its tender offer which commenced on May 5, 1995 and expired on June 5, 1995.
The tender offer, which proposed to acquire up to 10,000,000 shares of
the Fund's common stock at a price of $1.70 per share, resulted in the purchase
by the Fund of 9,309,747.133 shares for a total purchase price of $15,826,570.
The Fund had set aside the sum of $17,000,000 to fund this offer. Accordingly,
no prorations were necessary since the offer was under-subscribed.
In an unrelated matter, the Fund announced that it has rejected, without
comment, a second unsolicited offer to acquire the Fund from Canton Financial
Services Corporation, received by the Fund on June 6, 1995.
Banyan Strategic Land Fund II is included for quotation on the Nasdaq
National Market under the symbol "VSLF."
-END-
150 S. Wacker Drive Suite 2900 Chicago, IL 60606 312 553 9800
Fax 312 553 0450
