SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)
(Amendment No. 4)
Banyan Rail Services Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
06684A 107
(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)
March 5, 2013
(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 theNotes)
| CUSIP No. 06684A 107 | Page 2 of 5 Pages |
| 1 | name of reporting person i.r.s. identification no. of above person (entities only)
Paul S. Dennis | ||
| 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 | ||
numberof
shares
beneficially
owned by
each
reporting
person
with
| 7 | sole voting power
759,744(1) | |
| 8 | shared voting power
| ||
| 9 | sole dispositive power
759,744(1) | ||
| 10 | shared dispositive power
| ||
| 11 | aggregate amount beneficially owned by each reporting person
759,744(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)
18.1% | ||
| 14 | type of reporting person (see instructions)
IN | ||
(1) Includes 4,000 shares of Series A Convertible Preferred Stock currently convertible into 200,000 shares of Common Stock, 2,150 shares of Series C Convertible Preferred Stock that will become convertible into 86,000 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events, held by Paul S. Dennis, Trustee under the Paul S. Dennis Trust Agreement dated August 9, 1983, as Modified, and 50,000 options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days.
| CUSIP No. 06684A 107 | Page 3 of 5 Pages |
| 1 | name of reporting person i.r.s. identification no. of above person (entities only)
The Paul S. Dennis Trust Agreement Dated August 9, 1983, as Modified | ||
| 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)
OO | ||
| 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 | ||
numberof
shares
beneficially
owned by
each
reporting
person
with
| 7 | sole voting power
641,994(1) | |
| 8 | shared voting power
| ||
| 9 | sole dispositive power
641,994(1) | ||
| 10 | shared dispositive power
| ||
| 11 | aggregate amount beneficially owned by each reporting person
641,994(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)
15.5% | ||
| 14 | type of reporting person (see instructions)
OO | ||
(1) Includes 4,000 shares of Series A Convertible Preferred Stock currently convertible into 200,000 shares of Common Stock and 2,150 shares of Series C Convertible Preferred Stock that will become convertible into 86,000 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events
| CUSIP No. 06684A 107 | Page 4 of 5 Pages |
Introduction.
Pursuant to Rule 13d-1(k), this Amendment No. 4 to Schedule 13D is filed by Paul S. Dennis and The Paul S. Dennis Trust Agreement dated August 9, 1983, as Modified (the “Trust”), 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”).
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 the Trust were acquired as payment in lieu of a cash dividend on shares of preferred stock of the Company.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and 5(c) are amended and supplemented as follows:
(a) Based solely on information provided by the Company, there are currently 3,866,614 shares of Common Stock outstanding. Mr. Dennis beneficially owns759,744 shares of CommonStock, including 4,000 shares of Series A Convertible Preferred Stock owned by the Trust and currently convertible into 200,000 shares of Common Stock, 2,150 shares of Series C Convertible Preferred Stock owned by the Trust and that will become convertible into 86,000 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events, 355,994 shares of Common Stock owned by the Trust and 50,000 options to purchase shares of Common Stock that are currently exercisable or exercisable within sixty days, or 18.1% of the Company’s outstanding Common Stock, assuming exercise of the options held by Mr. Dennis and conversion of the preferred stock owned by the Trust. The Trust owns 641,994 shares of Common Stock, including 4,000 shares of Series A Convertible Preferred Stock currently convertible into 200,000 shares of Common Stock and 2,150 shares of Series C Convertible Preferred Stock that will become convertible into 86,000 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events, or 15.5% of the Company’s outstanding Common Stock, assuming conversion of the preferred shares owned by the Trust.
(c) On March 5, 2013, the Trust acquired 58,952 shares of Common Stock as a payment in lieu of a cash dividend on shares of preferred stock of the Company. Mr. Dennis and the Trust 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.
| CUSIP No. 06684A 107 | Page 5 of 5 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.
Date: March 12, 2013
/s/ Paul Dennis
Paul S. Dennis, Individually
The Paul S. Dennis Trust Agreement
Dated August 9, 1983, as Modified
/s/ Paul Dennis
Paul S. Dennis, Trustee
EXHIBIT INDEX
Exhibit NumberDescription
7.1 Joint Filing Agreement
