-----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, H6aqDht62caA/d4ohade+1DYfErRaxO2PjFUmfcpTcyUcGBkEAIpP0YV57okEzaS 80X7HFHN3WR7F0RuWTsUFg== 0000950128-98-000530.txt : 19980217 0000950128-98-000530.hdr.sgml : 19980217 ACCESSION NUMBER: 0000950128-98-000530 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980212 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANYAN STRATEGIC REALTY TRUST CENTRAL INDEX KEY: 0000790817 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363375345 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-43703 FILM NUMBER: 98533358 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: BANYAN STRATEGIC LAND TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VMS STRATEGIC LAND TRUST DATE OF NAME CHANGE: 19910325 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS INVESTMENT MANAGEMENT CORP CENTRAL INDEX KEY: 0000883422 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFITH AVE CITY: NEW YORK STATE: NY ZIP: 10153 MAIL ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 BANYAN STRATEGIC REALTY TRUST, AMENDMENT NO. 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Banyan Strategic Realty Trust ----------------------------------------- (Name of Issuer) Common Stock ----------------------------------------- (Title of Class of Securities) 06683M102 ----------------------------------------- (CUSIP Number) * 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 in 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). Page 1 of 9 Pages 2 CUSIP No. 06683M102 SCHEDULE 13G Page 2 of 9 Pages --------------------- -------- ------- (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: Mellon Bank, N.A. as Trustee for the General Motors Employes Domestic Group Pension Trust --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Citizenship or Place of Organization New York --------------------------------------------------------------------- (5) Sole Voting Power Number of 0 Shares -------------------------------------------------------- Beneficially (6) Shared Voting Power Owned by 651,055 Each -------------------------------------------------------- Reporting (7) Sole Dispositive Power Person With 0 -------------------------------------------------------- (8) Shared Dispositive Power 651,055 -------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 651,055 --------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] --------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) 4.9% --------------------------------------------------------------------- (12) Type of Reporting Person* EP --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP No. 06683M103 SCHEDULE 13G Page 3 of 9 Pages --------------------- ------ ----- (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: General Motors Investment Management Corporation --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Citizenship or Place of Organization Delaware --------------------------------------------------------------------- (5) Sole Voting Power Number of 0 Shares -------------------------------------------------------- Beneficially (6) Shared Voting Power Owned by 651,055 Each -------------------------------------------------------- Reporting (7) Sole Dispositive Power Person With 0 -------------------------------------------------------- (8) Shared Dispositive Power 651,055 -------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 651,055 --------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] --------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) 4.9% --------------------------------------------------------------------- (12) Type of Reporting Person* IA, CO --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 Page 4 of 9 Pages -------- -------- Item 1. (a) Name of Issuer: Banyan Strategic Realty Trust ("BSRT") (b) Address of Issuer's Principal Executive Offices: 150 South Wacker Drive, Suite 2900 Chicago, IL 60606 Item 2. (a) Name of Person Filing: (i) Mellon Bank, N.A. as Trustee for the General Motors Employes Domestic Group Pension Trust ("Trust") (ii) General Motors Investment Management Corporation ("GMIMCo") (b) Address of Principal Business Office: (i) Trust c/o Mellon Bank, N.A. One Mellon Bank Center Pittsburgh, PA 15258 (ii) GMIMCo 767 Fifth Avenue New York, New York 10153 (c) Citizenship: (i) Trust - New York (ii) GMIMCo - Delaware (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 06683M102 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act (e) [ X ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (in the case of GMIMCo) (f) [ X ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (in the case of the Trust) (g) [ ] Parent Holding Company, in accordance with section 240.13d-1(b)(ii)(G) (h) [ ] Group, in accordance with section 230.13d-1(b)(1)(ii)(H) 5 Page 5 of 9 Pages -------- -------- Item 4. Ownership. The Trust is a trust formed under and for the benefit of one or more employee benefit plans ("Plans") of General Motors Corporation ("GM") and its subsidiaries. GMIMCo is registered as an investment adviser under the Investment Advisers Act of 1940. Its principal business is providing investment advice and investment management services with respect to the assets of the Plans and of certain direct and indirect subsidiaries of GM and associated entities. The Trust and GMIMCo are referred to herein as the "Reporting Persons." GMIMCo has the responsibility to select and terminate investment managers with respect to the Plans. One such investment manager acting with respect to the Plans is Magten Asset Management Corp. (the "External Manager"). The External Manager has discretionary authority over the assets of the Plans which it manages including voting and investment power with respect to shares of BSRT Common included among such assets. In view of GMIMCo's authority to terminate the External Manager, the following information is being provided as of December 31, 1997 with respect to such shares of BSRT Common under management by the External Manager for the benefit of the Plans(1): (a) Amount of Beneficially Owned: (i) Trust - 651,055 shares (ii) GMIMCo - 651,055 shares; (b) Percent of Class: (i) Trust - 4.9% (ii) GMIMCo - 4.9% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote - 0 (ii) shared power to vote or to direct the vote - same as set forth under Item 4(a) above (iii) sole power to dispose or to direct the disposition of - 0 (iv) shared power to dispose or to direct the disposition of - same as set forth under Item 4(a) above. The various trusts established under the Plans invest in a variety of investment media, including publicly traded and privately placed securities. Such investments could include shares of BSRT Common and/or other securities of the Issuer in addition to those referred to in this statement ("Additional Securities"). The investment and voting decisions regarding any Additional Securities which might be owned by such trusts are made by the trustees thereof or unrelated investment managers, who, in so acting, act independently of GMIMCo (although the appointment of such investment managers is subject to authorization of and termination by GMIMCo as noted above). No information regarding any such holdings by such trusts under the Plans is contained in this statement. Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ]. - ------------ (1) Pursuant to Rule 13d-4, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such Person is, for the purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement. 6 Page 6 of 9 Pages -------- -------- Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below the undersigned certifies that, to the best of the undersigned's knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 7 Page 7 of 9 Pages -------- -------- SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 11, 1998 MELLON BANK, N.A. as Trustee for the GENERAL MOTORS EMPLOYES DOMESTIC GROUP PENSION TRUST (as directed by General Motors Investment Management Corporation) By: ROBERT F. SASS -------------------------------------- Name: Robert F. Sass Title: Vice President Mellon Bank, N.A. 8 Page 8 of 9 Pages -------- -------- SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 11, 1998 GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION By: CHARLES G. FROLAND --------------------------------------------- Name: Charles G. Froland Title: Managing Director, North American Fixed Income 9 Page 9 of 9 Pages --------- -------- Exhibit 1 JOINT REPORTING PERSON AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership by the undersigned of shares of Common Stock of Banyan Strategic Realty Trust is being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Date: February 11, 1998 MELLON BANK, N.A. as Trustee for the GENERAL MOTORS EMPLOYES DOMESTIC GROUP PENSION TRUST (as directed by General Motors Investment Management Corporation) By: ROBERT F. SASS -------------------------------------- Name: Robert F. Sass Title: Vice President Mellon Bank, N.A. GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION By: CHARLES G. FROLAND --------------------------------------- Name: Charles G. Froland Title: Managing Director, North American Fixed Income -----END PRIVACY-ENHANCED MESSAGE-----