<PAGE>
OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Banyan Mortgage Investment Fund
---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
---------------------------------------------------------------------------
(Title of Class of Securities)
066 82 P 106
---------------------------------------------------------------------------
(CUSIP Number)
Lawrence G. Goodman, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 27, 1995
---------------------------------------------------------------------------
(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).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 066 82 P 106 Page 2 of 9 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 1,081,061
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
1,081,061
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,081,061
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
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)
<PAGE>
SCHEDULE 13D
CUSIP No. 066 82 P 106 Page 3 of 9 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 1,594,492
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
1,594,492
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,594,492
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
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)
<PAGE>
SCHEDULE 13D
CUSIP No. 066 82 P 106 Page 4 of 9 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
176,847
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,594,492
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
176,847
10 SHARED DISPOSITIVE POWER
1,594,492
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,771,339
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
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)
<PAGE>
SCHEDULE 13D
CUSIP No. 066 82 P 106 Page 5 of 9 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
176,847
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,675,553
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
176,847
10 SHARED DISPOSITIVE POWER
2,675,553
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,852,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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)
<PAGE>
SCHEDULE 13D
This Amendment No. 1 amends and supplements the following
Items of the Reporting Persons' Statement on Schedule 13D (the "Schedule").
Item 3. Source and Amount of Funds
The information contained in Item 3 to the Schedule is hereby
amended and supplemented as follows:
From November 3, 1995 through December 4, 1995: (i) Gabriel
purchased an aggregate of 158,082 shares of Common Stock at an aggregate cost of
$67,773.77 using its own funds; (ii) Ariel Fund purchased an aggregate of
233,160 shares of Common Stock at an aggregate cost of $99,962.12 using its own
funds, and in addition, (iii) Ariel caused one of its private discretionary
investment accounts to purchase 25,858 shares of Common Stock at an aggregate
cost of $11,085.98 using the funds of such account. See Item 5 and Schedule I
hereto.
Item 4. Purpose of the Transaction
The information contained in Item 4 to the Schedule is hereby
amended and supplemented as follows:
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
The information contained in Item 5 to the Schedule is hereby
amended and
6
<PAGE>
supplemented as follows:
(a) and (b) Gabriel is the beneficial owner of 1,081,061 shares of
Common Stock, for a total beneficial ownership of 2.7% of the outstanding shares
of Common Stock.
Ariel Fund is the beneficial owner of 1,594,492 shares of Common
Stock, for a total beneficial ownership of 4.0% 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 1,594,492 shares of Common Stock owned by Ariel Fund. In addition, Ariel
has sole dispositive and voting power with respect to 176,847 shares of Common
Stock purchased by a private discretionary investment account. Accordingly,
Ariel may be deemed to be the beneficial owner of 1,771,339 shares of Common
Stock, or 4.4% 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 1,081,061 shares of Common Stock owned by Gabriel. In addition, as the sole
shareholder and president of Ariel, Merkin may be deemed to have power to vote
and to direct the voting of and the power to dispose and direct the disposition
of the 1,594,492 shares of Common Stock owned by Ariel Fund and the 176,847
shares of Common Stock owned by Ariel's private account. Accordingly, Merkin may
be deemed to be the beneficial owner of 2,852,400 shares of Common Stock, or
7.2% 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 39,822,304
outstanding shares of Common Stock of the Issuer as of November 10, 1995, as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1995.
(c) Schedule I indicates the transactions effected by the Reporting
Persons during the period from November 1, 1995 through the date hereof. All
such trades were effected through the public markets.
7
<PAGE>
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
------------------
Name: J. Ezra Merkin
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGMENT
(CAYMAN) LIMITED
By: /s/ C. Anthony Mellin, Martin Byrne
------------------------------------
Name: C. Anthony Mellin, Martin Byrne
Title: Director, Assistant Secretary
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
-------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
------------------
J. EZRA MERKIN
Dated: December 5, 1995
8
<PAGE>
SCHEDULE I
Purchases of Shares of Common Stock After November 1, 1995
<TABLE>
<CAPTION>
Number of Shares
--------------------------------------------------------
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
November 1, 1995 -- -- 2,435,300 1,361,332 922,979 150,989
November 3, 1995 $ 5,765.63 $.46875 12,300 6,876 4,661 763
November 6, 1995 $ 5,296.88 $.46875 11,300 6,317 4,283 700
November 7, 1995 $ 5,765.63 $.46875 12,300 6,876 4,662 762
November 8, 1995 $ 30,046.88 $.46875 64,100 35,832 24,294 3,974
November 10, 1995 $ 1,968.75 $.43750 4,500 2,516 1,706 278
November 13, 1995 $ 41,781.25 $.43750 95,500 53,384 36,195 5,921
November 16, 1995 $ 40,625.00 $.40625 100,000 55,900 37,900 6,200
November 20, 1995 $ 5,362.50 $.40625 13,200 7,379 5,003 818
November 21, 1995 $ 5,646.88 $.40625 13,900 7,770 5,268 862
November 22, 1995 $ 14,787.50 $.40625 36,400 20,348 13,795 2,257
November 24, 1995 $ 6,703.13 $.40625 16,500 9,223 6,254 1,023
November 27, 1995 $ 8,125.01 $.40625 20,000 11,180 7,580 1,240
December 1, 1995 $ 5,525.17 $.40625 13,600 7,602 5,155 843
December 4, 1995 $ 1,421.66 $.40625 3,500 1,957 1,326 217
Aggregate Purchases
November 3, 1995 through
December 4, 1995 $178,821.87 -- 417,100 233,160 158,082 25,858
----------- ------- --------- --------- --------- -------
Balance as of
December 5, 1995 -- -- 2,852,400 1,594,492 1,081,061 176,847
=========== ======= ========= ========= ========= =======
</TABLE>
9
