<PAGE>
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, $.01 par value per share
- -----------------------------------------------------------------------------
(Title of Class of Securities)
06682R102
-------------------------------
(CUSIP Number)
Gary D. Engle, President, Equis Financial Group
98 North Washington Street, Boston, Massachusetts 02114
(617) 854-5800
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 30, 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 schedule because of Rule 13d-1(b)(3) or (4), check the following
box. / /
Check the following box if a fee is being paid with the statement./ / (A fee
is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies 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).
<PAGE>
CUSIP No. 06682R102 SCHEDULE 13D Page 2 of 11 Pages
- -------------------------------------------------------------------------------
(1) Name of Reporting Person.
S.S. or I.R.S. Identification No. of Above Person
AFG Hato Arrow Limited Partnership
I.R.S. I.D. No. 04-3144610
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) /X/
(b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds
00
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Massachusetts
- -------------------------------------------------------------------------------
Number of (7) Sole Voting Power
Shares 635,437
--------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by None
--------------------------------------------------
Each (9) Sole Dispositive Power
Reporting 635,437
--------------------------------------------------
Person (10) Shared Dispositive Power
With None
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
635,437
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
5.3%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person
PN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No. 06682R102 SCHEDULE 13D Page 3 of 11 Pages
- -------------------------------------------------------------------------------
(1) Name of Reporting Person.
S.S. or I.R.S. Identification No. of Above Person
AFG Dove Arrow Limited Partnership
I.R.S. I.D. No. 04-3140602
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) /X/
(b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds
00
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Massachusetts
- -------------------------------------------------------------------------------
Number of (7) Sole Voting Power
Shares 616,734
--------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by None
--------------------------------------------------
Each (9) Sole Dispositive Power
Reporting 616,734
--------------------------------------------------
Person (10) Shared Dispositive Power
With None
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
616,734
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
5.2%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person
PN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No. 06682R102 SCHEDULE 13D Page 4 of 11 Pages
- -------------------------------------------------------------------------------
(1) Name of Reporting Person.
S.S. or I.R.S. Identification No. of Above Person
IAP/Larkfield Limited Partnership
I.R.S. I.D. No. 04-3082082
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) /X/
(b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds
00
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Massachusetts
- -------------------------------------------------------------------------------
Number of (7) Sole Voting Power
Shares 734,829
--------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by None
--------------------------------------------------
Each (9) Sole Dispositive Power
Reporting 734,829
--------------------------------------------------
Person (10) Shared Dispositive Power
With None
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
734,829
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.2%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person
PN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No. 06682R102 SCHEDULE 13D Page 5 of 11 Pages
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Common Stock, $.01 par value
per share (the "Common Stock"), of Banyan Strategic Land Fund II, a Delaware
corporation ("Banyan"). The principal executive offices of Banyan are
located at 150 South Wacker Drive, Suite 2900, Chicago, Illinois 60606.
Item 2. Identity and Background
This statement is filed by the following three reporting persons
(collectively, the Reporting Persons," and individually, a "Reporting
Person"):
1. AFG Hato Arrow Limited Partnership ("Hato"), a Massachusetts limited
partnership. Hato is a special purpose limited partnership whose assets
consist solely of certain tangible leased assets. The sole general partner of
Hato is AFG Leasing VI Incorporated ("Leasing VI"), a Massachusetts
corporation which serves as a general partner of a number of limited
partnerships. The principal place of business and principal office of Hato
and Leasing VI are located at 98 North Washington Street, Boston
Massachusetts 02114. The executive officers of Leasing VI are Geoffrey A.
MacDonald and James A. Coyne, and Mr. MacDonald is the sole director of
Leasing VI. Leasing VI is controlled by Gary D. Engle. Mr. Engle is
President and Chief Executive Officer of Equis Financial Group Limited
Partnership ("Equis"), Mr. MacDonald is the Chairman of Equis and Mr. Coyne
is Senior Vice President of Equis. Equis is a Massachusetts limited
partnership engaged primarily in the business of managing leased assets and
funds holding leased assets. Equis is controlled by Mr. Engle. The business
address of each of Mr. Engle, Mr. MacDonald, Mr. Coyne and Equis is 98 North
Washington Street, Boston, Massachusetts 02114. Mr. Engle, Mr. MacDonald
and Mr. Coyne are U.S. citizens.
2. AFG Dove Arrow Limited Partnership ("Dove"), a Massachusetts limited
partnership. Dove is a special purpose limited partnership whose assets
consist solely of certain tangible leased assets. The sole general partner
of Dove is Leasing VI. The principal place of business and principal office
of Dove are located at 98 North Washington Street, Boston Massachusetts
02114.
3. AIP/Larkfield Limited Partnership ("Larkfield"), a Massachusetts limited
partnership. Larkfield is a special purpose limited partnership whose assets
consist solely of certain tangible leased assets. The sole general partner
of Larkfield is AFG Leasing IV Incorporated ("Leasing IV"), a Massachusetts
corporation which serves as a general partner of a number of limited
partnerships. The principal place of business and principal office of
Larkfield and Leasing IV are located at 98 North Washington Street, Boston
Massachusetts 02114. The executive officers of Leasing IV are Mr. MacDonald
and Mr. Coyne, and Mr. Engle and Mr. MacDonald are the directors of Leasing
IV. Leasing IV is controlled by Mr. Engle.
<PAGE>
CUSIP No. 06682R102 SCHEDULE 13D Page 6 of 11 Pages
During the last five years, none of the Reporting Persons nor, to the best
knowledge of the Reporting Persons, any of the other persons named in this
Item 2 (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was 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 or Other Consideration
The Reporting Persons as of April 30, 1997, acquired an aggregate of
1,987,000 shares of Common Stock of Banyan from Equis Exchange LLC ("Equis
Exchange"), a Massachusetts limited liability company formed for the sole
purpose of facilitating the transaction with Equis owning a 1% voting
membership interest. On April 30, (i) Banyan acquired a 99% non-voting
membership interest in Equis Exchange and contributed to Equis Exchange
1,987,000 shares of Common Stock of Banyan and (ii) the Reporting Persons
transferred to Equis Exchange a 100% beneficial ownership interest in the
leased assets owned by them in exchange for the 1,987,000 shares and a
promissory note of Equis Exchange in the amount of $8,219,500 (the "Equis
Exchange Note") issued to Equis as agent for the Reporting Persons. Hato
received 635,437 shares and a 31.89% beneficial ownership interest in the
Equis Exchange Note; Dove received 616,734 shares and a 31.98% beneficial
interest in the Equis Exchange Note; and Larkfield received 734,829 shares
and a 36.98% beneficial interest in the Equis Exchange Note. The shares were
issued at an effective value of $1.50 per share.
On May 6, 1997, Equis Exchange sold certain of the leased assets in which it
acquired beneficial ownership from the Reporting Persons. Following the
sale, Equis Exchange loaned Banyan $4.4 million in exchange for Banyan
issuing a note (the "Banyan Note") maturing in three years. These
transactions are expected to provide capital to assist Banyan in a new
growth-oriented business plan, which includes the development of the Rancho
Malibu property in Los Angeles County, California. After the sale of the
remaining leased assets, Equis Exchange will distribute all its remaining
assets, including the balance of the proceeds of the sale of the leased
assets and the Banyan Note, to Equis as agent for the Reporting Persons in
satisfaction of the Equis Exchange Note.
None of the shares of Banyan Common Stock acquired by the Reporting Persons
was registered under the Securities Act of 1933.
<PAGE>
CUSIP No. 06682R102 SCHEDULE 13D Page 7 of 11 Pages
Item 4. Purpose of Transaction
The Reporting Persons acquired the shares of Common Stock of Banyan in order
to obtain an equity position in Banyan, the Common Stock of which they
believe to be an attractive investment. Contemporaneously with the
acquisition of the shares, Gary D. Engle became a member of the Board of
Directors of Banyan. Banyan has agreed that following the sale of the leased
assets, (i) the administrative services agreement between Banyan and Banyan
Management Corp. will be amended; (ii) Banyan will enter into a new
administrative services agreement with an affiliate of Equis on substantially
the same terms and conditions as the Banyan Management Corp. agreement and
(iii) James A. Coyne will be appointed the Chief Operating Officer of
Banyan. Mr. Coyne's appointment became effective on May 6, 1997.
Banyan has further agreed to seek to obtain the consent of its stockholders
to (i) elect a new Board of Directors nominated by Equis for terms of up to
three years or increase the Board by up to four additional members (from five
currently), provided that in any event the majority of the Board will
continue to consist of directors independent of Equis or its affiliates; (ii)
amend the Certificate of Incorporation of Banyan to provide for perpetual
life and to change Banyan's name; (iii) amend the By-Laws of Banyan in such
manner as Equis reasonably requests so as to restrict the acquisition of more
than 4.9% of the Common Stock of Banyan by any person or persons in such
manner as would cause such person or persons to become a "5 percent
shareholder" within the meaning of Section 382(g) of the Internal Revenue
Code and to make such other changes in the By-Laws as would protect, to the
degree practicable, the existing net operating loss carry-forwards of Banyan
and (iv) further amend the Certificate of Incorporation and By-Laws of Banyan
in such manner as Equis reasonably requests. If such consent is obtained by
October 31, 1997, Banyan will declare a one-time cash distribution to
shareholders of $.20 per share. The Banyan Note will be accelerated in the
event shareholder consent is not obtained. If shareholder consent is
obtained, the Banyan Note will bear interest at a rate of 10% per year. The
Banyan Note must be prepaid to the extent of proceeds from the sale or
refinancing of the Rancho Malibu property.
Item 5. Interest in Securities of the Issuer
As of the date of this statement, Hato beneficially owns 635,437 shares of
Banyan Common Stock, representing approximately 5.3% of the outstanding
shares of Banyan Common Stock, Dove beneficially owns 616,734 shares of
Banyan Common Stock, representing approximately 5.2% of the outstanding
shares of Banyan Common Stock and Larkfield beneficially owns 734,829 shares
of Banyan Common Stock, representing
<PAGE>
CUSIP No. 06682R102 SCHEDULE 13D Page 8 of 11 Pages
approximately 6.2% of the outstanding shares of Banyan Common Stock. Hato
disclaims any beneficial ownership of the shares of Banyan Common Stock owned
by Dove or Larkfield, Dove disclaims any beneficial ownership of the shares
of Banyan Common Stock owned by Hato or Larkfield and Larkfield disclaims any
beneficial ownership of the shares of Banyan Common Stock owned by Hato or
Dove.
Each Reporting Person has the sole power to vote and dispose of, or to direct
the vote and disposition of, the shares of Banyan Common Stock owned by it.
Except as described in Item 3 above, there have been no transactions in
Banyan Common Stock by any Reporting Person, or by any of the other persons
identified in Item 2 above, during the 60-day period prior to the date of
this statement.
Except for the respective partners comprising each of the Reporting Persons,
no other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Banyan
Common Stock owned by any Reporting Person.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
1. Joint Filing Agreement dated May 8, 1997, among the Reporting Persons.
<PAGE>
CUSIP No. 06682R102 SCHEDULE 13D Page 9 of 11 Pages
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.
AFG HATO ARROW LIMITED PARTNERSHIP
By: AFG Leasing VI Incorporated, its
General Partner
May 8, 1997 By: /s/ James A. Coyne
----------------------------------
James A. Coyne, Vice President
AFG DOVE ARROW LIMITED PARTNERSHIP
By: AFG Leasing VI Incorporated, its
General Partner
May 8, 1997 By: /s/ James A. Coyne
--------------------------------------
James A. Coyne, Vice President
AIP/LARKFIELD LIMITED PARTNERSHIP
By: AFG Leasing IV Incorporated, its
General Partner
May 8, 1997 By: /s/ James A. Coyne
----------------------------------
James A. Coyne, Vice President
<PAGE>
CUSIP No. 06682R102 SCHEDULE 13D Page 10 of 11 Pages
EXHIBIT INDEX
Exhibit Page Number
- ------- ------------
1. Joint Filing Agreement dated May 8, 1997, among the 11
Reporting Persons.
<PAGE>
CUSIP No. 06682R102 SCHEDULE 13D Page 11 of 11 Pages
Exhibit 1
JOINT FILING AGREEMENT
As required by Rule 13d-1(f) of the General Rules and Regulations under
the Securities Exchange Act of 1934, we hereby agree that the statement on
Schedule 13D to which this Agreement is an Exhibit is filed on behalf of each
of us.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of each of
us as of May 8, 1997.
AFG HATO ARROW LIMITED PARTNERSHIP
By: AFG Leasing VI Incorporated, its
General Partner
By: /s/ James A. Coyne
----------------------------------
James A. Coyne, Vice President
AFG DOVE ARROW LIMITED PARTNERSHIP
By: AFG Leasing VI Incorporated, its
General Partner
By: /s/ James A. Coyne
----------------------------------
James A. Coyne, Vice President
AIP/LARKFIELD LIMITED PARTNERSHIP
By: AFG Leasing IV Incorporated, its
General Partner
By: /s/ James A. Coyne
----------------------------------
James A. Coyne, Vice President
