-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WbLsYyFl8ceb43z09o/BW3oaNIesf8Q9tlo3+LV79ZYotLiE8oLbjPf66g+hs3Fe fXsOLFOwQj+Ui1gXiRP49w== 0000912057-97-016415.txt : 19970512 0000912057-97-016415.hdr.sgml : 19970512 ACCESSION NUMBER: 0000912057-97-016415 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970509 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANYAN STRATEGIC LAND FUND II CENTRAL INDEX KEY: 0000812914 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363465422 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44219 FILM NUMBER: 97599185 BUSINESS ADDRESS: STREET 1: 150 S WACKER DR STE 2900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3125539800 MAIL ADDRESS: STREET 1: 150 S. WACJER DR STREET 2: SUITE 2900 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: VMS STRATEGIC LAND FUND II DATE OF NAME CHANGE: 19910623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AFG HATO ARROW LTD PARTNERSHIP ET AL CENTRAL INDEX KEY: 0001038851 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 98 NORTH WASHINGTON ST CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6178545800 MAIL ADDRESS: STREET 1: 98 N WASHINGTON ST CITY: BOSTON STATE: MA ZIP: 02114 SC 13D 1 SCHEDULE 13D 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). 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 - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 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. 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. 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 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. 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 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----