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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 Mortgage Investment Fund
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
066 82 P 106
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(CUSIP Number)
Lawrence G. Goodman, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
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 23, 1995
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(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 /X/.
(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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 066 82 P 106 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
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 922,979
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
922,979
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
922,979
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
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.
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 066 82 P 106 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
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,361,332
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
1,361,332
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,361,332
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
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.
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 066 82 P 106 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
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
DELAWARE
7 SOLE VOTING POWER
150,989
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,361,332
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
150,989
10 SHARED DISPOSITIVE POWER
1,361,332
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,512,321
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
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.
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 066 82 P 106 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
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
UNITED STATES
7 SOLE VOTING POWER
150,989
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,284,311
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
150,989
10 SHARED DISPOSITIVE POWER
2,284,311
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,435,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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.
SEC 1746 (12-91)
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SCHEDULE 13D
Item 1. Security and Issuer
Securities acquired: Common Stock, $.01 par value ("Common
Stock")
Issuer: Banyan Mortgage Investment Fund
150 South Wacker Drive
Chicago, Illinois 60606
(312) 553-9800
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.
("Ariel"), a Delaware Corporation 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.
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Item 3. Source and Amount of Funds
Gabriel purchased an aggregate of 922,979 shares of Common Stock at
an aggregate cost of $570,502 using its own funds. Ariel Fund purchased an
aggregate of 1,361,332 shares of Common Stock at an aggregate cost of $846,450
using its own funds. In addition, Ariel caused one of its private discretionary
investment accounts to purchase 150,989 shares of Common stock at an aggregate
cost of $93,895 using the funds of such account. 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 922,979 shares of
Common Stock, for a total beneficial ownership of 2.3% of the outstanding
shares of Common Stock.
Ariel Fund is the beneficial owner of 1,361,332 shares of Common
Stock, for a total beneficial ownership of 3.4% 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 1,361,332 shares of Common Stock owned by Ariel Fund. In addition, Ariel
has sole dispositive and voting power with respect to 150,989 shares of
Common Stock purchased by a private discretionary investment account.
Accordingly, Ariel may be deemed to be the beneficial owner of 1,512,321 shares
of Common Stock, or 3.8% 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
922,979 shares of Common Stock owned by Gabriel. In addition, as the sole
shareholder and president of Ariel, Merkin may be
2
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deemed to have power to vote and to direct the voting of and the power to
dispose and direct the disposition of the 1,361,332 shares of Common Stock owned
by Ariel Fund and the 150,989 shares of Common Stock owned by Ariel's private
account. Accordingly, Merkin may be deemed to be the beneficial owner of
2,435,300 shares of Common Stock, or 6.1% 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 39,742,395
outstanding shares of Common Stock of the Issuer on August 11, 1995, as reported
in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1995.
(c) Schedule I indicates the transactions effected by the reporting
persons during the past 60 days. All such trades were effected through the
public markets.
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not Applicable
Item 7. Material to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing.
3
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Signatures
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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Name: J. Ezra Merkin
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGMENT (CAYMAN)
LIMITED
By: /s/ C. Anthony Mellin, Martin Byrne
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Name: C. Anthony Mellin, Martin Byrne
Title: Director, Director
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
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Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
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J. EZRA MERKIN
Dated: November 2, 1995
4
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SCHEDULE I
Purchases of Shares of Common Stock
<TABLE>
<CAPTION>
Number of Shares
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Aggregate Price Per Aggregate Ariel Private
Date Dollar Amount Share Share Amount Fund Gabriel Account
- ----------------------- ------------- ---------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance as of August $1,219,836 - - 1,827,643 1,021,590 692,568 113,485
31, 1995
September 19, 1995 $11,133 $0.46875 23,750 13,275 9,000 1,475
October 20, 1995 $45,660 $0.46875 97,407 -- 97,407 --
October 23, 1995 $60,938 $0.46875 130,000 69,030 53,300 7,670
October 24, 1995 $25,359 $0.46875 54,100 28,727 22,181 3,192
October 25, 1995 $5,297 $0.46875 11,300 6,000 4,633 667
October 26, 1995 $5,250 $0.46875 11,200 6,261 4,245 694
October 27, 1995 $6,469 $0.46875 13,800 7,328 5,157 1,315
October 30, 1995 $6,703 $0.46875 14,300 7,593 5,863 844
October 31, 1995 $10,078 $0.46875 21,500 12,019 8,148 1,333
November 1, 1995 $15,375 $0.46875 32,800 18,335 12,431 2,034
November 1, 1995 $98,750 $0.50000 197,500 171,174 8,046 18,280
Balance as of $1,510,848 -- 2,435,300 1,361,332 922,979 150,989
November 1, 1995
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</TABLE>
5
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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 Mortgage Investment Fund, 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 2nd day of November, 1995.
GABRIEL CAPITAL, L.P.
By: /s/ J. Ezra Merkin
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Name: J. Ezra Merkin
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By: /s/ C. Anthony Mellin, Martin Byrne
-----------------------------------
Name: C. Anthony Mellin, Martin Byrne
Title: Director, Director
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
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Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
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J. EZRA MERKIN
