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. 24)
Banyan Rail Services Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
06684A305
(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, 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)
Page 1 of 6
| CUSIP No. 06684A305 | Page 2 of 6 |
| 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)¨ (b)¨ |
| 3 | sec use only
|
| 4 | source of funds(see instructions)
PF |
| 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
857,993(1) |
| 8 | shared voting power
| |
| 9 | sole dispositive power
857,993(1) | |
| 10 | shared dispositive power
|
| 11 | aggregate amount beneficially owned by each reporting person
857,993(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)
62.0% |
| 14 | type of reporting person (see instructions)
IN |
(1) Includes 496,826 shares of Common Stock, 3,000 shares of Series A Convertible Preferred Stock currently convertible into 30,000 shares of Common Stock, 10,000 shares of Series B Convertible Preferred Stock that will become convertible into 88,889 shares of Common Stock on October 15, 2013 or sooner upon the occurrence of certain events, and 17,800 shares of Series C Convertible Preferred Stock that will become convertible into 226,845 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events, held by Banyan Holdings LLC, and 10,000 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. Mr. Marino disclaims beneficial ownership of the shares held by Banyan Holdings.
| CUSIP No. 06684A305 | Page 3 of 6 |
| 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)¨ (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 |
numberof
shares
beneficially
owned by
each
reporting
person
with
| 7 | sole voting power
842,560(1) |
| 8 | shared voting power
| |
| 9 | sole dispositive power
842,560(1) | |
| 10 | shared dispositive power
|
| 11 | aggregate amount beneficially owned by each reporting person
842,560(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)
61.3% |
| 14 | type of reporting person (see instructions)
OO |
(1) Includes 496,826 shares of Common Stock, 3,000 shares of Series A Convertible Preferred Stock currently convertible into 30,000 shares of Common Stock, 10,000 shares of Series B Convertible Preferred Stock that will become convertible into 88,889 shares of Common Stock on October 15, 2013 or sooner upon the occurrence of certain events, and 17,800 shares of Series C Convertible Preferred Stock that will become convertible into 226,845 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events.
| CUSIP No. 06684A305 | Page 4 of 6 |
Introduction.
Pursuant to Rule 13d-1(k), this Amendment No. 24 to Schedule 13D is filed by Gary O. Marino and Banyan Holdings LLC (“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. The Common Stock ownership of Mr. Marino and Banyan Holdings has been adjusted to reflect a one-for-five reverse split of the Common Stock.
| 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 Mr. Marino on the open market were acquired for an aggregate purchase price of approximately $13,681.15 (excluding commissions) with Mr. Marino’s personal funds. The shares of Common Stock reported in Item 5(c) as having been acquired by Mr. Marino in a private transaction were acquired for the aggregate purchase price of $30,000 with Mr. Marino’s personal funds. The shares of Common Stock reported in Item 5(c) as having been acquired by Banyan Holdings in a private transaction were acquired for the aggregate purchase price of $360,000 with working capital of Banyan Holdings and 61,600 shares reported in Item 5(c) were issued to Banyan Holdings in lieu of a cash dividend accrued on preferred shares of Series A, B and C stock of the Company for the June 30, 2013 dividend date.
| 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 1,028,945 shares of Common Stock outstanding. Mr. Marino beneficially owns 857,993 shares of CommonStock, including 496,826 shares of Common Stock owned by Banyan Holdings, 3,000 shares of Series A Convertible Preferred Stock, currently convertible into 30,000 shares of Common Stock, owned by Banyan Holdings, 10,000 shares of Series B Convertible Preferred Stock, that will become convertible into 88,889 shares of Common Stock on October 15, 2013 or sooner upon the occurrence of certain events, owned by Banyan Holdings,and 17,800 shares of Series C Convertible Preferred Stock that will become convertible into 226,845 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events, owned by Banyan Holdings, and 10,000 options to purchase shares of Common Stock, or in total 62.0% 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 842,560 shares of Common Stock, including 496,826 shares of Common Stock, 3,000 shares of Series A Preferred Stock currently convertible into 30,000 shares of Common Stock, 10,000 shares of Series B Preferred Stock that will become convertible into 88,889 shares of Common Stock on October 15, 2013 or sooner upon the occurrence of certain events,and 17,800 shares of Series C Convertible Preferred Stock that will become convertible into 226,845 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events, or 61.3% of the Company’s outstanding Common Stock assuming conversion of the Series A, B and C Preferred Stock owned by Banyan Holdings.
| CUSIP No. 06684A305 | Page 5 of 6 |
(c) Pursuant to subscription agreements dated September 24, 2013, Mr. Marino and Banyan Holdings purchased 4,000 and 48,000 shares of Common Stock of the Company, respectively, in a private transaction at a price of $7.50 per share, or an aggregate purchase price of $30,000 for the Common Stock purchased by Mr. Marino and $360,000 for the Common Stock purchased by Banyan Holdings, of which $203,000 was paid in cash and $157,000 in cancellation of previous advances from Banyan Holdings to the Company. Banyan Holdings also acquired 61,600 shares of Common Stock for $2.50 a share in lieu of a cash dividend accrued on shares of Series A, B and C preferred stock of the Company for the June 30, 2013 dividend date. In addition, in the past sixty days, Mr. Marino has purchased 1,433 Shares in open market transactions as set forth below:
Date
|
Number of Shares
| Approximate Per Share Price (Excluding Commissions) | ||||||||
| 09/12/2013 | 700 | $ | 1.65 | |||||||
| 09/12/2013 | 100 | $ | 1.50 | |||||||
| 09/12/2013 | 700 | $ | 1.88 | |||||||
| 09/13/2013 | 100 | $ | 1.96 | |||||||
| 09/13/2013 | 490 | $ | 1.90 | |||||||
| 09/16/2013 | 1,000 | $ | 1.97 | |||||||
| 09/18/2013 | 1,000 | $ | 1.95 | |||||||
| 09/18/2013 | 1,000 | $ | 1.94 | |||||||
| 09/19/2013 | 100 | $ | 10.00* | |||||||
| 09/24/2013 | 200 | $ | 9.75 | |||||||
| 09/26/2013 | 2 | $ | 9.75 | |||||||
| 09/27/2013 | 13 | $ | 9.75 | |||||||
| 09/30/2013 | 100 | $ | 9.75 | |||||||
*A one-for-five reverse split of the Company’s Common Stock was effectuated in the market on September 19, 2013.
| 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 4, 2013 | |
| /s/ Gary O. Marino | |
| Gary O. Marino, individually | |
| Banyan Holdings LLC | |
| /s/ Gary O. Marino | |
| By Gary O. Marino, President |
Page6 of 6
EXHIBIT INDEX
| Exhibit Number | Description | |||
| 7.1 | Joint Filing Agreement | |||
