SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 19)
| Banyan Rail Services Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 06684A206 |
| (CUSIP Number) |
| Christopher J. Hubbert |
| Kohrman Jackson & Krantz P.L.L. 1375 East 9th Street, 20th Floor, Cleveland, OH 44114; 216-736-7215 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| September 24, 2012 |
| (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(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See § 240.13d-7 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 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 1 of 8 |
| CUSIP No. 06684A206 | Page 2 of 8 |
| 1 |
name of reporting person i.r.s. identification no. of above person (entities only)
Gary O. Marino | |
| 2 |
check the appropriate box if a member of a group* (see instructions)
|
(a) S (b) ¨ |
| 3 |
sec use only
| |
| 4 |
source of funds (see instructions)
| |
| 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 of America | |
|
number of shares beneficially owned by each reporting person with
|
7 |
sole voting power
2,459,947 (1) |
| 8 |
shared voting power
| |
| 9 |
sole dispositive power
2,459,947 (1) | |
| 10 |
shared dispositive power
|
| 11 |
aggregate amount beneficially owned by each reporting person
2,459,947 (1) | |
| 12 |
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
£ |
| 13 |
percent of class represented by amount in row (11)
51.0% | |
| 14 |
type of reporting person (see instructions)
IN | |
| CUSIP No. 06684A206 | Page 3 of 8 |
(1) Includes 1,121,066 shares of Common Stock, 3,000 shares of Series A Convertible Preferred Stock currently convertible into 150,000 shares of Common Stock, 10,000 shares of Series B Convertible Preferred Stock that will become convertible into 444,444 shares of Common Stock on October 15, 2013 or sooner upon the occurrence of certain events, and 13,050 shares of Series C Convertible Preferred Stock that will become convertible into 694,437 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events, held by Banyan Holdings LLC, and 50,000 options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days. Mr. Marino is the president of Banyan Holdings LLC and a significant owner of Banyan Holding’s parent company. Mr. Marino disclaims beneficial ownership of the shares held by Banyan Holdings.
| CUSIP No. 06684A206 | Page 4 of 8 |
| 1 |
name of reporting person i.r.s. identification no. of above person (entities only)
Banyan Holdings LLC | |
| 2 |
check the appropriate box if a member of a group* (see instructions)
|
(a) S (b) ¨ |
| 3 |
sec use only
| |
| 4 |
source of funds (see instructions)
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 | |
|
number of shares beneficially owned by each reporting person with
|
7 |
sole voting power
2,409,947 (1) |
| 8 |
shared voting power
| |
| 9 |
sole dispositive power
2,409,947 (1) | |
| 10 |
shared dispositive power
|
| 11 |
aggregate amount beneficially owned by each reporting person
2,409,947 (1) | |
| 12 |
check if the aggregate amount in row (11) excludes certain shares (see instructions)
|
¨ |
| 13 |
percent of class represented by amount in row (11)
50.5% | |
| 14 |
type of reporting person (see instructions)
CO | |
| CUSIP No. 06684A206 | Page 5 of 8 |
(1) Includes 1,121,066 shares of Common Stock, 3,000 shares of Series A Convertible Preferred Stock currently convertible into 150,000 shares of Common Stock, 10,000 shares of Series B Convertible Preferred Stock that will become convertible into 444,444 shares of Common Stock on October 15, 2013 or sooner upon the occurrence of certain events, and 13,050 shares of Series C Convertible Preferred Stock that will become convertible into 694,437 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events.
| CUSIP No. 06684A206 | Page 6 of 8 |
Introduction.
Pursuant to Rule 13d-1(k), this Amendment No. 19 to Schedule 13D is filed by Gary O. Marino and Banyan Holdings LLC (formerly known as Patriot Rail Services, Inc.) (“Banyan Holdings”) relating to shares of common stock, par value $0.01 per share (the “Common Stock”), of Banyan Rail Services Inc., a Delaware corporation (the “Company”). Mr. Marino is the president of Banyan Holdings and a significant owner of Banyan Holdings’ parent company.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented as follows:
The shares of Common Stock reported in Item 5(c) as having been acquired by Banyan Holdings were acquired for an aggregate purchase price of $500,000 with working capital of Banyan Holdings.
The shares of Series C Convertible Preferred Stock reported in Item 5(c) as having been acquired by Banyan Holdings were acquired for an aggregate purchase price of $120,000 with working capital of Banyan Holdings.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and (c) are amended and supplemented as follows:
(a) Based solely on information provided by the Company, there are currently 3,480,639 shares of Common Stock outstanding. Mr. Marino beneficially owns 2,459,947 shares of Common Stock, including 1,121,066 shares of Common Stock owned by Banyan Holdings, 3,000 shares of Series A Convertible Preferred Stock, currently convertible into 150,000 shares of Common Stock, owned by Banyan Holdings, 10,000 shares of Series B Convertible Preferred Stock, that will become convertible into 444,444 shares of Common Stock on October 15, 2013 or sooner upon the occurrence of certain events, owned by Banyan Holdings, and 13,050 shares of Series C Convertible Preferred Stock that will become convertible into 694,437 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events, owned by Banyan Holdings, and 50,000 options to purchase shares of Common Stock, or in total 51.0% of the Company’s outstanding Common Stock, assuming exercise of the options owned by Mr. Marino and conversion of the Series A, B and C Preferred Stock owned by Banyan Holdings. Mr. Marino disclaims beneficial ownership of the shares held by Banyan Holdings. Banyan Holdings beneficially owns 2,409,947 shares of Common Stock, including 1,121,066 shares of Common Stock, 3,000 shares of Series A Preferred Stock currently convertible into 150,000 shares of Common Stock, 10,000 shares of Series B Preferred Stock that will become convertible into 444,444 shares of Common Stock on October 15, 2013 or sooner upon the occurrence of certain events, and 13,050 shares of Series C Convertible Preferred Stock that will become convertible into 694,437 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events, or 50.5% of the Company’s outstanding Common Stock assuming conversion of the Series A, B and C Preferred Stock owned by Banyan Holdings.
(c) On September 24, 2012, Banyan Holdings purchased 434,783 shares of Common Stock from the Company for $1.15 per share, or an aggregate purchase price of $500,000.
| CUSIP No. 06684A206 | Page 7 of 8 |
On October 4, 2012, Banyan Holdings purchased 1,200 shares of newly issued Series C Convertible Preferred Stock from the Company for $100 per share, or an aggregate purchase price of $120,000. Mr. Marino and Banyan Holdings have not effected any other unreported transactions in the Company’s stock in the past 60 days.
Item 7. Material to be Filed as Exhibits.
7.1 Joint Filing Agreement.
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.
Date: October 10, 2012
| /s/ Gary O. Marino | |
| Gary O. Marino, individually | |
| Banyan Holdings LLC | |
| /s/ Gary O. Marino | |
| By Gary O. Marino, President |
| Page 8 of 8 |
EXHIBIT INDEX
| Exhibit Number | Description | |
| 7.1 | Joint Filing Agreement |
EXHIBIT 7.1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.
This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Date: October 10, 2012
| /s/ Gary O. Marino | |
| Gary O. Marino, individually | |
| Banyan Holdings LLC | |
| /s/ Gary O. Marino | |
| By Gary O. Marino, President |