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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Banyan Strategic Land Fund II
-----------------------------
(Name of Issuer)
Common Stock
-----------------------------
(Title of Class of Securities)
06682R102
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(CUSIP Number)
Mr. J. Ezra Merkin With a copy to:
Gabriel Capital, L.P. Robert M. Friedman, Esq.
450 Park Avenue, Ste. 3201 Shereff, Friedman, Hoffman & Goodman, LLP
New York, New York 10022 919 Third Avenue
(212) 838-7200 New York, New York 10022
(212) 758-9500
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 18, 1997
-----------------------------
(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
statement because of Rule 13d-1(b) (3) or (4), check the following: [ ].
Note: One copy and an EDGAR version of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No. 06682R102 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gabriel Capital, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 206,584
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
206,584
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
206,584
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.08%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 06682R102 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ariel Fund Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 304,715
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
304,715
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
304,715
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.07%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 06682R102 Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ariel Management Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 304,715
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
304,715
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
304,715
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.07%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 06682R102 Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Ezra Merkin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 511,299
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
511,299
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
511,299
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.15%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
Securities acquired: Common Stock, $.01 par value ("Common
Stock")
Issuer: Banyan Strategic Land Fund II
150 South Wacker Drive
Chicago, Illinois 60606
Item 2. Identity and Background
(a), (b), (c) and (f) This Schedule 13D is being filed
jointly by Gabriel Capital L.P., a Delaware limited partnership ("Gabriel"),
Ariel Fund Limited, a Cayman Islands corporation ("Ariel Fund"), Ariel
Management Corp., a Delaware corporation ("Ariel") and the Investment Advisor
of Ariel Fund, and J. Ezra Merkin ("Merkin"), the General Partner of Gabriel.
Merkin is also the sole shareholder, sole director and president of Ariel.
Gabriel, Ariel Fund, Ariel and Merkin are hereinafter sometimes referred to
collectively as the "Reporting Persons." The business address of each of
Gabriel, Ariel and Merkin is 450 Park Avenue, New York, New York 10022 and the
business address of Ariel Fund is c/o Maples & Calder, P.O. Box 309, Grand
Cayman, Cayman Islands, British West Indies.
Gabriel and Ariel Fund are private investment funds. Ariel
and Merkin are private investment managers.
Merkin is a United States citizen.
See Item 5 for information regarding ownership of Common
Stock.
(d) and (e). During the past five years, none of the
Reporting Persons has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds
Gabriel purchased an aggregate of 206,584 shares of Common
Stock at an aggregate cost of $187,588.80 using its own funds. Ariel Fund
purchased an aggregate of 304,715 shares of Common Stock at an aggregate cost
of $276,739.89 using its own funds. In addition, on the date of the event which
required filing of this statement, a private
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discretionary account of Ariel held 25,761 shares of Common Stock which Ariel
had purchased on behalf of the discretionary account at an aggregate cost of
$23,345.91 using the funds of such account. During the period between the date
of the event and the date of filing this Schedule 13D, Ariel sold the shares of
Common Stock held by the discretionary account to Gabriel and Ariel Fund for an
aggregate price of $21,307.62. See Item 5 and Schedule I hereto.
Item 4. Purpose of the Transaction
All of the shares of Common Stock reported herein were
acquired for investment purposes. Each of the Reporting Persons may acquire or
dispose of securities of the Issuer, including shares of Common Stock, directly
or indirectly, in open-market or privately negotiated transactions, depending
upon the evaluation of the performance and prospects of the Issuer by the
Reporting Persons, and upon other developments and circumstances, including,
but not limited to, general economic and business conditions and stock market
conditions.
Except for the foregoing, no Reporting Person has any present
plans or proposals which relate to or would result in any of the actions or
events described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
However, the Reporting Persons retain their respective rights to modify their
plans with respect to the transactions described in this Item 4, to acquire or
dispose of securities of the Issuer and to formulate plans and proposals which
could result in the occurrence of any such events, subject to applicable laws
and regulations.
Item 5. Interest in Securities of the Issuer
(a) and (b) Gabriel is the beneficial owner of 206,584 shares
of Common Stock, for a total beneficial ownership of 2.08% of the outstanding
shares of Common Stock.
Ariel Fund is the beneficial owner of 304,715 shares of
Common Stock, for a total beneficial ownership of 3.07% of the outstanding
shares of Common Stock.
Ariel, as Investment Advisor to Ariel Fund, has the power to
vote and to direct the voting of and the power to dispose and direct the
disposition of the 304,715 shares of Common Stock owned by Ariel Fund.
Accordingly, Ariel may be deemed to be the beneficial owner of 304,715 shares
of Common Stock, or 3.07% of the outstanding shares of Common Stock.
As the General Partner of Gabriel, Merkin has the power to
vote and to direct the voting of and the power to dispose and direct the
disposition of the 206,584 shares of Common Stock owned by Gabriel. In
addition, as the sole shareholder and president of Ariel, Merkin may be deemed
to have the power to vote and to direct the voting of and the power to dispose
and direct the disposition of the 304,715 shares of Common Stock owned by Ariel
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Fund. Accordingly, Merkin may be deemed to be the beneficial owner of 511,299
shares of Common Stock, or 5.15% of the outstanding shares of Common Stock.
The number of shares beneficially owned by each of the
Reporting Persons and the percentage of outstanding shares represented thereby,
have been computed in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended. The ownership of the Reporting Persons is based on
9,936,421 outstanding shares of Common Stock of the Issuer as of May 14, 1997,
as reported in the Issuer's Quarterly Report on Form 10-QSB for the period
ended March 31, 1997
(c) Schedule I indicates the transactions effected by the
Reporting Persons in the Common Stock during the past 60 days. Except as
indicated, all such trades were purchases and were effected through the public
markets.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understanding or Relations with
Respect to Securities of the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing.
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
GABRIEL CAPITAL, L.P.
By: /s/ J. Ezra Merkin
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Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By: /s/ Roger Hanson/John Lysaght
----------------------------------
Name: Roger Hanson/John Lysaght
Title: Directors
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
----------------------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
--------------------------------------
J. EZRA MERKIN
Dated: August 1, 1997
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SCHEDULE I
Purchase [and Sale] of Shares of Common Stock Within the Last 60 Days
Number of Shares
--------------------
Aggregate
Price Per Share Ariel Private
Date Share Amount Fund Gabriel Account
------ --------- --------- ------ ------- -------
June 4, 1997 $0.81250 500 297 203 0
June 30, 1997 $0.81250 5,000 2,980 2,020 0
July 15, 1997 $0.81250 250 149 101 0
July 16, 1997 $0.81250 5,000 2,980 2,020 0
July 18, 1997 $0.81250 6,463 3,852 2,611 0
July 24, 1997 $0.81250 800 477 323 0
July 24, 1997(1) $0.82813 25,761 15,354 10,407 0
[July 24, 1997(2) $0.82813 (25,761) 0 0 (25,761)]
July 28, 1997 $0.81250 333 198 135 0
July 29, 1997 $0.81250 3,263 1,945 1,318 0
July 30, 1997 $0.84375 5,000 2,980 2,020 0
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(1) Private purchase
(2) Private sale
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Exhibit A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the
Schedule 13D referred to below) of a statement on Schedule 13D or any
amendments thereto, with respect to the Common Stock, $.01 par value, of Banyan
Strategic Land Fund II and that this Agreement be included as an Exhibit to
such filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement on the 1st day of August, 1997.
GABRIEL CAPITAL, L.P.
By: /s/ J. Ezra Merkin
--------------------------------
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By: /s/ Roger Hanson/John Lysaght
--------------------------------
Name: Roger Hanson/John Lysaght
Title: Directors
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
--------------------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
------------------------------------
J. EZRA MERKIN
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