0001144204-11-040236.txt : 20110713 0001144204-11-040236.hdr.sgml : 20110713 20110713095954 ACCESSION NUMBER: 0001144204-11-040236 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110713 DATE AS OF CHANGE: 20110713 GROUP MEMBERS: PATRIOT RAIL SERVICES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Banyan Rail Services Inc. CENTRAL INDEX KEY: 0000764897 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363361229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59669 FILM NUMBER: 11965049 BUSINESS ADDRESS: STREET 1: 2255 GLADES ROAD STREET 2: SUITE 342-W CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 2167375000 MAIL ADDRESS: STREET 1: 2255 GLADES ROAD STREET 2: SUITE 342-W CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: BHIT INC DATE OF NAME CHANGE: 19990518 FORMER COMPANY: FORMER CONFORMED NAME: BANYAN HOTEL INVESTMENT FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VMS HOTEL INVESTMENT FUND DATE OF NAME CHANGE: 19910623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARINO GARY O CENTRAL INDEX KEY: 0000942046 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O KOHRMAN JACKSON & KRANTZ PLL STREET 2: 1375 EAST 9TH STREET, 20TH FL CITY: CLEVELAND STATE: OH ZIP: 44114 SC 13D/A 1 v228454_sc13da.htm

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. 11)

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)

May 23, 2011
(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)

 
 

 

CUSIP No. 06684A206
Page 2 of 5

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)  x
(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
 
1,330,727(1)
8
shared voting power
 
 
9
sole dispositive power
 
1,330,727(1)
10
shared dispositive power
 
 
11
aggregate amount beneficially owned by each reporting person
 
1,330,727(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)
 
36.1%
14
type of reporting person (see instructions)
 
IN

(1) Includes 686,283 shares of Common Stock, 3,000 shares of Series A Convertible Preferred Stock currently convertible into 150,000 shares of Common Stock and 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, held by Patriot Rail Services, Inc., 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 Patriot Rail and a significant stockholder of Patriot Rail’s parent company. Mr. Marino disclaims beneficial ownership of the shares held by Patriot Rail.

 
 

 

CUSIP No. 06684A206
Page 3 of 5

1
name of reporting person
i.r.s. identification no. of above person (entities only)
 
Patriot Rail Services, Inc.
2
check the appropriate box if a member of a group*
(see instructions)
 
(a)  x
(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
 
Florida
number of
 
shares
 
beneficially
 
owned by
 
each
 
reporting
 
person
 
with
 
7
sole voting power
 
1,280,727(1)
8
shared voting power
 
 
9
sole dispositive power
 
1,280,727(1)
10
shared dispositive power
 
 
11
aggregate amount beneficially owned by each reporting person
 
1,280,727(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)
 
35.2%
14
type of reporting person (see instructions)
 
CO

(1) Includes 686,283 shares of Common Stock, 3,000 shares of Series A Convertible Preferred Stock currently convertible into 150,000 shares of Common Stock and 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.

 
 

 

CUSIP No. 06684A206
Page 4 of 5

Introduction.

Pursuant to Rule 13d-1(k), this Amendment No. 11 to Schedule 13D is filed by Gary O. Marino and Patriot Rail Services, Inc. (“Patriot Rail”) 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 Patriot Rail and a significant stockholder of Patriot Rail’s 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 Patriot Rail were acquired for an aggregate purchase price of $506,700 with working capital of Patriot Rail.

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 3,045,856 shares of Common Stock outstanding.  Mr. Marino beneficially owns 1,330,727 shares of Common Stock, including 686,283 shares of Common Stock owned by Patriot Rail, 3,000 shares of Series A Convertible Preferred Stock, currently convertible into 150,000 shares of Common Stock, owned by Patriot Rail, 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 Patriot Rail, and 50,000 options to purchase shares of Common Stock, or in total 36.1% of the Company’s outstanding Common Stock, assuming exercise of the options owned by Mr. Marino and conversion of the Series A and B Preferred Stock owned by Patriot Rail. Mr. Marino disclaims beneficial ownership of the shares held by Patriot Rail. Patriot Rail beneficially owns 1,280,727 shares of Common Stock, including 686,283 shares of Common Stock, 3,000 shares of Series A Preferred Stock currently convertible into 150,000 shares of Common Stock and 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, or 35.2% of the Company’s outstanding Common Stock assuming conversion of the Series A and B Preferred Stock owned by Patriot Rail.

(c)         On May 23, 2011, Patriot Rail purchased 150,000 shares of Common Stock on the market at a price of $2.00 per share, or an aggregate purchase price of $300,000. On July 5, 2011, Patriot Rail purchased 117,800 shares of Common Stock on the market at a price of $1.75 per share, or an aggregate purchase price of $206,150.  On July 6, 2011, Patriot Rail purchased 200 shares of Common Stock on the market at a price of $2.75 per share, or an aggregate purchase price of $550. Mr. Marino and Patriot Rail have not effected any other unreported transactions in the Company’s Common 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:  July 12, 2011
 
   
 
/s/ Gary O. Marino
 
Gary O. Marino, individually
   
 
Patriot Rail Services, Inc.
   
 
/s/ Gary O. Marino
 
By Gary O. Marino, President

 
Page 5 of 5

 

EXHIBIT INDEX

Exhibit Number
 
Description
     
7.1
  
Joint Filing Agreement

 
 

 
EX-7.1 2 v228454_ex7-1.htm
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:  July12, 2011

 
/s/ Gary O. Marino
 
Gary O. Marino, individually
   
 
Patriot Rail Services, Inc.
   
 
/s/ Gary O. Marino
 
By Gary O. Marino, President