-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oG+b3Kk7uJA9K8DybN0Of1CrFfy5X0xHqZtc/I0Z6UTzgG8y2CwBlhYCgvguSSrv tH5fKlY7CKSqF/wTzIOaOw== 0000922423-95-000076.txt : 19950511 0000922423-95-000076.hdr.sgml : 19950511 ACCESSION NUMBER: 0000922423-95-000076 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950509 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANYAN STRATEGIC LAND FUND II CENTRAL INDEX KEY: 0000812914 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 363465422 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44219 FILM NUMBER: 95535680 BUSINESS ADDRESS: STREET 1: 150 S WACKER DR STE 2900 STREET 2: SUITE 2900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3125539800 FORMER COMPANY: FORMER CONFORMED NAME: VMS STRATEGIC LAND FUND II DATE OF NAME CHANGE: 19910623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DICKSTEIN PARTNERS INC CENTRAL INDEX KEY: 0000922415 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133537972 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 to SCHEDULE 13D Under the Securities Exchange Act of 1934 Banyan Strategic Land Fund II (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 06682 R 10 (CUSIP Number) David P. Levin, Esq. Kramer, Levin, Naftalis, Nessen, Kamin & Frankel 919 Third Avenue New York, New York 10022 (212) 715-9100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 5, 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 this statement: /_/ Page 1 of 9 pages SCHEDULE 13D CUSIP No. 06682 R 10 Page 2 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN & CO., L.P. 13-3321472 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) SEE ITEM 5 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 Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 1,180,000 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 1,180,000 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,180,000 (See Item 5) 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% (See Item 5) 14) TYPE OF REPORTING PERSON PN PAGE SCHEDULE 13D CUSIP No. 06682 R 10 Page 3 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN INTERNATIONAL LIMITED 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) SEE ITEM 5 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 BRITISH VIRGIN ISLANDS 7) SOLE VOTING POWER Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 286,700 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 286,700 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 286,700 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% (See Item 5) 14) TYPE OF REPORTING PERSON CO PAGE SCHEDULE 13D CUSIP No. 06682 R 10 Page 4 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN PARTNERS, L.P. 13-3544838 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS AF 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 Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 1,180,000 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 1,180,000 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,180,000 (See Item 5) 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% (See Item 5) 14) TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 06682 R 10 Page 5 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DICKSTEIN PARTNERS INC. 13-3537972 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS AF 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 Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 1,466,700 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 1,466,700 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,466,700 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% (See Item 5) 14) TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 06682 R 10 Page 6 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MARK DICKSTEIN 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS AF 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 Not Applicable NUMBER OF 8) SHARED VOTING POWER SHARES 1,466,700 (See Item 5) BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH 1,466,700 (See Item 5) 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,466,700 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% (See Item 5) 14) TYPE OF REPORTING PERSON IN Amendment No. 8 to Schedule 13D This Statement amends the Schedule 13D, dated October 21, 1992, as amended by Amendment Nos. 1 to 7 (the "Schedule 13D"), filed by Dickstein & Co., L.P., Dickstein International Limited, Dickstein Partners, L.P., Dickstein Partners Inc. and Mark Dickstein with respect to the Common Stock, $.01 par value (the "Common Stock"), of Banyan Strategic Land Fund II (the "Company"). Notwithstanding this Amendment No. 8, the Schedule 13D speaks as of its respective dates. I. Item 3, "Source and Amount of Funds or Other Consideration," is amended by adding the following paragraph: "Since August 23, 1994 (the date Amendment No. 7 to the Schedule 13D was filed), Dickstein & Co. has acquired 15,000 shares of Common Stock in the open market at a total cost of $21,050 and Dickstein International has acquired 72,700 shares of Common Stock in the open market at a total cost of $101,930. All of such cost was funded out of each such entity's working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business." II. Item 4, "Purpose of Transaction," is hereby amended by adding the following paragraph: "In connection with the Company's offer to purchase up to 10,000,000 shares of Common Stock at $1.70 per share, Dickstein & Co., L.P. and Dickstein International Limited have informed the Company that, based on current market conditions, they currently intend to tender all shares of Common Stock owned by them." III. Items 5(a) and 5(c), "Interest in Securities of the Issuer," are amended and restated as follows: "(a) The Reporting Persons beneficially own an aggregate of 1,466,700 shares of Common Stock as of the date of this amendment, representing approximately 7.6% of the shares of Common Stock as of such date. Dickstein & Co. beneficially owns 1,180,000 of such shares of Common Stock (approximately 6.1% of the shares outstanding); and Dickstein International beneficially 7 owns 286,700 of such shares of Common Stock (approximately 1.5% of the shares outstanding).1 Arthur Wrubel, a Vice President of Dickstein Partners Inc., owns 25,000 shares of Common Stock, as to which he has sole voting and dispositive power. David Brail and Alan Cooper, each a Vice President of Dickstein Partners, Inc., each owns options to purchase 5,000 shares of Common Stock at an exercise price of $1.125 per share, which options are exercisable within 60 days and expire in July 2004. (c) On May 5, 1995, Mr. Wrubel purchased in the open market 10,000 shares of Common Stock at $1.375 per share plus commissions of $200 and 15,000 shares of Common Stock at $1.50 per share plus commissions of $150. Except as aforesaid, none of the persons identified in Item 2 has effected any transactions in the Common Stock during the past 60 days." 1 Percentages based on 19,263,596 shares of Common Stock reported by the Company to be outstanding as of March 16, 1995. 8 PAGE SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: May 8, 1995 DICKSTEIN & CO., L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the general partner of Dickstein Partners, L.P., the general partner of Dickstein & Co., L.P. /s/Alan Cooper Name: Alan Cooper DICKSTEIN INTERNATIONAL LIMITED By: Alan Cooper, as Vice President of Dickstein Partners Inc., the agent of Dickstein International Limited /s/ Alan Cooper Name: Alan Cooper DICKSTEIN PARTNERS, L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the general partner of Dickstein Partners, L.P. /s/ Alan Cooper Name: Alan Cooper DICKSTEIN PARTNERS INC. By: Alan Cooper, as Vice President /s/ Alan Cooper Name: Alan Cooper /s/ Mark Dickstein Mark Dickstein 9 -----END PRIVACY-ENHANCED MESSAGE-----