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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. 1)*
Banyan Strategic Land Fund II
-----------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
06682R102
---------
(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 8, 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 267,838
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
267,838
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
267,838
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
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
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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 395,079
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
395,079
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
395,079
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
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
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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 395,079
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
395,079
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
395,079
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
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
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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 662,917
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
662,917
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
662,917
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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.
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SCHEDULE 13D
This Amendment No. 1 to the Statement on Schedule 13D amends
and supplements the Statement on Schedule 13D relating to the event date of July
18, 1997 (the "Schedule 13D") filed by Gabriel Capital, L.P., Ariel Fund
Limited, Ariel Management Corp. and J. Ezra Merkin (the "Reporting Persons")
relating to the common stock (the "Common Stock") of Banyan Strategic Land Fund
II (the "Issuer"). The address of the Issuer is 150 South Wacker Drive, Chicago,
IL 60606. Capitalized terms used herein and not defined herein shall have the
meanings assigned thereto in the Schedule 13D.
Item 3. Source and Amount of Funds
Item 3 is supplemented to add the following:
From August 13, 1997 through October 1, 1997, Gabriel
purchased an aggregate of 61,456 shares of Common Stock at an aggregate cost of
$66,937.89 using its own funds. In addition, during such time, Ariel Fund
purchased an aggregate of 90,662 shares of Common Stock at an aggregate cost of
$98,749.95 using its own funds. See Item 5 and Schedule I hereto.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety as follows:
(a) and (b) Gabriel is the beneficial owner of 267,838 shares
of Common Stock, for a total beneficial ownership of 2.2% of the outstanding
shares of Common Stock.
Ariel Fund is the beneficial owner of 395,079 shares of Common
Stock, for a total beneficial ownership of 3.3% 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 395,079 shares of Common Stock owned by Ariel Fund.
Accordingly, Ariel may be deemed to be the beneficial owner of 395,079 shares of
Common Stock, or 3.3% 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 267,838 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 395,079 shares of Common Stock owned by Ariel Fund.
Accordingly, Merkin may be deemed to be the beneficial owner of 662,917 shares
of Common Stock, or 5.6% 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
Page 6
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Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The ownership
of the Reporting Persons is based on 11,940,849 outstanding shares of Common
Stock of the Issuer as of September 4, 1997, as reported in the Issuer's 1997
Proxy Statement.
(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 effected through the public markets.
(d) Not Applicable.
(e) Not Applicable.
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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
---------------------------
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By: /s/ Roger H. Hanson; David Richardson
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Name: Roger H. Hanson and David Richardson
Title: Directors
ARIEL MANAGEMENT CORP.
By:/s/ J. Ezra Merkin
---------------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
------------------------------
J. EZRA MERKIN
Dated: October 7, 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
Date Share Amount Fund Gabriel
------ ------- -------- ------ --------
8/13/97 $0.75 600 358 242
8/14/97 0.7199 5,243 3,125 2,118
8/25/97 0.8125 1,234 735 499
8/26/97 0.8125 3,000 1,788 1,212
8/29/97 0.875 710 423 287
9/8/97 0.9375 15,000 8,940 6,060
9/11/97 0.9688 331 197 134
9/18/97 0.9688 1,000 596 404
9/19/97 1.0875 100,000 59,600 40,400
9/23/97 1.25 5,000 2,980 2,020
9/23/97 1.2368 9,500 5,662 3,838
9/23/97* 1.3438 (500) (298) (202)
9/29/97 1.25 10,000 5,960 4,040
10/1/97 1.1875 500 298 202
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* Sale
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