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 section240.14(c) or
section240.14a-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
141a-6(j)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
1-6(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 off-
setting 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 May 10, 1996 at the Annual
Meeting of Stockholders when convened on June 27, 1996, 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, 1996.
(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:_________________________, 1996
_____________________________________
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
312-683-3670
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
Metropolitan Club, 233 South Wacker Drive, Chicago, Illinois, on June 27, 1996,
at 9:00 a.m. Central Time (the "Meeting Date"). All stockholders of the
Corporation 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, 1996;
(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 May 10, 1996 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.
A proxy statement and form of proxy are enclosed. Whether or not you
expect to attend the Annual Meeting, it is important that you fill in, sign,
date and mail in the proxy in the enclosed envelope so that your shares may be
voted for you.
By order of the Board of Directors:
Robert G. Higgins
Secretary
The Fund's 1995 Annual Report is enclosed with this notice.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS OF
BANYAN STRATEGIC LAND FUND II
JUNE 27, 1996
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 and within six months after the end of each fiscal year.
The annual meeting of Stockholders will be convened on June 27, 1996, at
approximately 9:00 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
May 17, 1996. 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., which
provides administrative services to the Fund. 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 has retained 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 May 10, 1996 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 9,936,421
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 shares held by brokers will not be considered entitled to vote
on matters as to which the brokers withhold authority, a broker non-vote will
have no effect on 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
1934, 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 May 1, 1996.
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 May 1, 1996.
<TABLE>
<CAPTION>
NAME OF DIRECTOR OR AMOUNT & NATURE OF
OFFICER BENEFICIAL OWNERSHIP PERCENT OF CLASS
<S> <C> <C>
Leonard G. Levine, 31,564 shares Less than 1%
President
Walter E. Auch, Sr., 16,000 shares Less than 1%
Director
Gerald L. Nudo, Director 5,000 shares Less than 1%
Robert M. Ungerleider, 6,000 shares Less than 1%
Director
All Directors and Officers 58,564 shares Less than 1%
of 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 file initial 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 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 1995.
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:
YEAR DURING
WHICH
INDIVIDUAL
PRINCIPAL OCCUPATION(S) DURING FIRST BECAME
NAME AGE PAST 5 YEARS A DIRECTOR
Walter E. Auch 74 Prior to retiring, Mr. Auch was 1987
the Chairman and 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. Mr.
Auch is a Director of Pimco
L.P., Geotek Industries, Smith
Barney Concert Series Funds,
Smith Barney Trak Fund, 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 46 Senior Vice President of Mesirow 1987
Realty Finance, Inc., a
subsidiary of Mesirow Financial
Corp. since 1990. 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. 54 Currently of counsel to the law 1987
Ungerleider firm of Lane Felcher 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.
The Board is required to meet at least four times per year either in person or
by telephonic conference. The Board met ten times in 1995. 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 which met two times during 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.
2. SELECTION OF INDEPENDENT AUDITOR
The Fund's financial statements, including those for the fiscal year ended
December 31, 1995, 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, 1995 audit is
approximately $60,000. 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 financial statements for the fiscal year ended December 31, 1996.
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
ending December 31, 1996 if the Stockholders do not concur in the appointment
of Ernst & Young LLP. Instead, the Board will consider the vote as advice in
making its 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, 1996.
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:
OFFICE &
NAME PRINCIPAL OCCUPATIONS DURING YEAR FIRST
AGE PAST FIVE YEARS ELECTED
Leonard G. Levine 49 Mr. Levine has been President;
President of the Fund since 1990
1990. He also serves as
President of Banyan Mortgage
Investment Fund, Banyan
Short Term Income Trust,
Banyan Strategic Realty
Trust (collectively, these
entities, together with the
Fund, are called the
"Banyan Funds") and Banyan
Management Corp. In
addition, Mr. Levine is a
Director of Banyan
Management Corp.
Neil D. Hansen 49 Mr. Hansen has been First First Vice
Vice President of the Fund President;
since 1991. He also serves 1991
as First Vice President of
each of the other Banyan
Funds and Banyan Management
Corp.
Robert G. Higgins 44 From 1990 to 1992, Mr. Vice
Higgins was a contract President
partner at the law firm of and
Chapman and Cutler. Mr. General
Higgins is admitted to the Counsel,
bar in the States of 1992;
Illinois, Minnesota and Secretary,
Texas. Mr. Higgins also 1995
serves as Vice President,
General Counsel and
Secretary of each of the
other Banyan Funds and
Banyan Management Corp.
Joel L. Teglia 34 From 1991 to 1994, Mr. Vice
Teglia was the Controller President
for Banyan Management Corp. and Chief
Mr. Teglia also serves as Financial
Vice President and Chief Officer,
Financial Officer of each of 1994
the other Banyan Funds and
Banyan Management Corp.
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, including meetings of the audit committee,
attended in person and $250 an hour for each Board meeting, including meetings
of the audit committee, attended via telephonic conference call. In addition,
each Director is reimbursed for out-of-pocket expenses incurred in attending
meetings of the Board.
B. EXECUTIVE COMPENSATION
Compensation paid to Mr. Levine, the President and Chief Executive Officer
of the Fund for the years ended December 31, 1995, 1994 and 1993 is as follows:
<TABLE>
<CAPTION>
21 Long-Term Compensation
Annual Compensation Awards Payouts
Other All
Annual Restricted Other
Compen- Stock Options/ LTIP Compen-
Year Salary Bonus (2) sation Award(2) SARs (#) Payouts sation
<S> <C> <C> <C> <S> <C> <S> <C> <S>
Leonard G. Levine, 1995 $105,606 $ 27,612 n/a ($19,606) n/a n/a n/a
President and 1994 $102,800 $ 78,425 n/a $19,606 n/a n/a n/a
Executive Officer 1993 $100,000 $-------- n/a n/a n/a n/a n/a
(1)
<FN>
(1)
Total compensation for the next four highest paid executives of the
Fund for 1995, 1994 and 1993 was less than $100,000 per individual.
(2)
Pursuant to Mr. Levine's employment agreement, the incentive amounts
which were earned in 1994 and 1993 were paid or awarded to him by
the Fund in 1995 and 1994. Therefore, this compensation is
presented as paid in 1995 and 1994.
</TABLE>
Mr. Levine serves as Chief Executive Officer of the Fund pursuant to an
employment agreement entered into on January 1, 1990, as amended. The agreement
expires on December 31, 1997. Under the agreement, Mr. Levine is paid a salary
equal to $105,606 per year. His base salary is adjusted on January 1 of each
year based on increases in the "consumer price index."
Mr. Levine is eligible to receive compensation under an incentive program
included in his agreement. Effective January 1,1993, Mr. Levine earns incentive
compensation based and calculated on the following four components: (i) 1.00% of
the Fund's collateralized claims which are converted into cash; (ii) 3.00% of
the Fund's unsecured claims which are converted into cash; (iii) 0.1% of all
cash distributions of capital; and (iv) .14% of all distributions of income to
shareholders of the Fund.
Pursuant to Mr. Levine's employment agreement, incentive compensation
earned is paid 80% in cash on or before March 15th of the year following the
period for which the incentive was earned and 20% in phantom stock rights
payable in cash based on the value of the Fund's Common Stock (the "Phantom
Stock").
The number of shares of Phantom Stock issued to Mr. Levine is equal to 20%
of the incentive compensation divided by the per share value of the Phantom
stock on December 31 of the calendar year for which the incentive compensaton is
paid (the "Grant Date"). Mr. Levine also receives, in cash, any distributions
in respect of the Phantom Stock at the same rate that distributions are paid on
the Company's Common Stock generally. So long as the Fund's Common Stock is
publicly traded, the value of the Phantom Stock is equal to the average closing
price of the Fund's Commom Stock for the five business days ended at the Grant
Date. If the Fund's Common Stock is not publicly traded, the value of the
Phantom Stock is calculated as the book value per share multiplied by the
average price to book value ratio for the last day of each of the three most
recent quarters for which the stock was publicly traded. The price to book
value ratio as of the last day of a quarter is the average closing price of the
Fund's Common Stock for the preceding five business days divided by the book
value per share on the last day of the quarter.
If the Fund's Common Stock is listed on a national securities exchange on
the Vesting Date, as defined below, and may be issued to Mr. Levine without
violating any securities laws or regulations or the laws of the exchange on
which they are listed, upon notice to Mr. Levine, the Fund may elect to convert
each share of the Phantom Stock into one share of Common Stock on the Vesting
Date. If the Fund does not elect to convert the Phantom Stock, on or within 30
days of the Vesting Date the Fund is to pay to Mr. Levine in cash, the value of
the Phantom Stock on the Vesting Date. On March 1, 1996, Mr. Levine was paid
$217,135 in cash, representing 80% of the incentive compensation earned for the
fiscal year ended December 31, 1995 and received 43,083 shares of Phantom Stock
representing 20% of his incentive compensation. The value of the Phantom Stock
on the Grant Date was $1.26 per share or $54,284.
Prior to April 20, 1995, 20% of the incentive compensation earned by Mr.
Levine was payable in shares of the Company's Common Stock (the "Award
Shares"). On March 24, 1995 and January 28, 1994, Mr. Levine was paid $27,612
and $78,425, representing 80% of his 1994 and 1993 incentive compensation,
respectively. Mr. Levine also received 6,136 and 17,428 Award Shares for 1994
and 1993, respectively, which the Fund valued at $1.125 per share, or $6,903,
and $19,606 for 1994 and 1993, respectively. These Award Shares represented
20% of the incentive earned by Mr. Levine during the fiscal years ended
December 31, 1994 and 1993 respectively. These Award Shares are being held
by the Fund for Mr. Levine's benefit, pending sastifaction of the vesting
requirements, until the earlier of (i) December 31, 1997; (ii) the termina-
tion of Mr. Levine's employment by the Fund without just cause; or (iii) the
permanent disability or death of Mr. Levine (the "Vesting Date"). All Award
Shares earned by Mr. Levine will be forfeited by Mr. Levine if he is not
employed by the Fund on December 31, 1997, unless such failure is due to
death or permanent disability or termination without just cause. Mr. Levine
is entitled to all distributions paid on Award Shares held by the Fund for
his benefit.
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 each annual meeting received an option to acquire
50,000 shares. The exercise price of the options initially granted to the Board
of Directors on July 15, 1994 under the Director Option Grant Program was
$1.125. No executive is eligible to receive options under the Director Options
Grant Program.
The Board administers the Executive Options 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 elibigle ot 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
opionee 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, any unexercised
options 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 July 11, 1995 and January 18, 1994 the Board granted, pursuant to the
Plan as approved on June 30, 1994, options totalling 90,000 and 90,000,
respectively, to management under the program, at a price of $1.50 and $1.125
per share, respectively (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 anumber 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. Options for
all shares as granted under the Director Option Grant Program are excerciseable
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, 1995, are as follows:
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<S> <C> <C> <C> <C> <C>
Number of % of Total Potential Realized Value at
Securities Options/ Assumed Annual Rates of Stock Price
Underlying SAR's Granted Exercis Appreciation for Option Term
Options/ to Employees e or Expiration
SARs in Fiscal Base Date 5% 10%
Name Granted Year Price
Leonard G. Options Options
Levine 60,000 67% $1.50 July 11, 2005 $ 56,601 $ 143,437
SAR's SAR's
6,136 100% $1.25 N/A $ 4,341 $ 11,002
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION/SAR VALUES
<S> <C> <C> <C> <C>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SAR's at Options/SAR's at
December 31 December 31
Shares
Name Acquired on Value Realized Exercisable/ Exercisable/
Exercise Unexercisable Unexercisable
Leonard G. Options
Levine ---- $ --- $20,000/$120,000 $---/$---
SAR's
------ $ --- $-------/$9,219 $---/$---
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Administrative costs, primarily salaries and general and administrative
expenses, are reimbursed by the Fund to Banyan Management Corp. ("BMC"). BMC is
owned by the Fund, Banyan Strategic Realty Trust, Banyan Short Term Income Trust
and Banyan Mortgage Investment Fund. Mr. Levine is the president of BMC but he
receives no additional compensation for these services. Messrs. Teglia, Hansen
and Higgins are employees of the Fund but are actually included in the
administrative costs for which BMC is reimbursed by the Fund. The
directors/trustees for all Banyan Funds serve as directors of BMC but receive no
additional compensation for these services. All costs incurred on behalf of BMC
for the Fund are allocable to the Fund based on the ratio of the actual number
of hours spent by BMC personnel on the Fund's matters compared to the total
number of BMC personnel related to that particular entity. The Fund's allocable
share of costs for the years ended December 31, 1995, 1994 and 1993, aggregated
$557,899, $593,964 and $652,113, respectively. As one of its administrative
services, BMC serves as the paying agent for general and administrative costs of
the Fund. As part of providing this payment service, BMC maintains a bank
account on behalf of the Fund. As of December 31, 1995, the Fund had a net
receivable due from BMC of $261,566.
STOCKHOLDER PROPOSALS
Stockholder proposals for the 1996 Annual Meeting of Stockholders must be
received by the Corporation at its executive office in Chicago, Illinois, on or
prior to January 20, 1997 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
May 17, 1996
A copy of the Banyan Strategic Land Fund II 1995 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.
