LNH REIT INC
SC 13D/A, 1997-01-24
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1*)

                                  LNH REIT, INC
                                (Name of Issuer)

                                  Common Stock
                           (Title of Class Securities)

                                   502115108
                                 (Cusip Number)

                                 Arthur E. Lee.
                          c/o Loeb Partners Corporation
                  61 Broadway, N.Y., N.Y., 10006 (212) 425-7044

 (Name, address and Telephone Number of Person Authorized to Receive Notices
                               and Communications

                                  May 16, 1996

             (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(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with statement [ ]. (A fee is not
required only if the following reporting person: (1) has a previous statement on
file  reporting  beneficial  ownership of more than five percent of the class of
securities  described  is Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 remained 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).

                                       1

<PAGE>

                                  SCHEDULE 13D

CUSIP NO. 502115108

1  NAME OF REPORTING PERSON
   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Loeb Partners Corporation - I.D. #13-3114801

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                  (a) [X]

                                                                         (b) [ ]
3  SEC USE ONLY

4  SOURCE OF FUNDS*

         WC, O

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             7  SOLE VOTING POWER
SHARES                   None
BENEFICIALLY          8  SHARED VOTING POWER
OWNED BY                 None
EACH                  9  SOLE DISPOSITIVE POWER
REPORTING                None
PERSON WITH           10 SHARED DISPOSITIVE POWER
                         None

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         None

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0%

14  TYPE OF REPORTING PERSON*
         CO,BD

                                       2

<PAGE>

SCHEDULE 13D

CUSIP NO. 502115108

1  NAME OF REPORTING PERSON
   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Loeb Arbitrage Fund - I.D. #13-3269989

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                  (a) [X]

                                                                      (b) [ ]
3  SEC USE ONLY

4  SOURCE OF FUNDS*

         WC, O

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) or 2(e)                                        [  ]

6  CITIZENSHIP OR PLACE OF ORGANIZATION

         New York

NUMBER OF             7  SOLE VOTING POWER
SHARES                   None
BENEFICIALLY          8  SHARED VOTING POWER
OWNED BY                 None
EACH                  9  SOLE DISPOSITIVE POWER
REPORTING                None
PERSON WITH           10 SHARED DISPOSITIVE POWER
                         None

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         None

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0%

14  TYPE OF REPORTING PERSON*
         PN,BD

                                   3


<PAGE>
Item 1.  Security and Issuer.

         No change.

Item 2.  Identity and Background.

         Loeb  Arbitrage  Fund (LAF), 61 Broadway,  New York,  N.Y.,
10006 is a New York limited  partnership.  It is a registered  broker/dealer.
Its general partner is Loeb Arbitrage  Management,  Inc.,(LAM) a Delaware
corporation,  with the same address.  Its President is Arthur E. Lee, who is
also an Executive  Vice  President of Loeb Partners  Corporation.  The other
officers of LAM are Thomas L. Kempner,  Chairman of the Board,  Irwin D. Rowe,
Vice  President and  Secretary  and Peter A.  Tcherepnine,  Vice President.

         Loeb  Partners  Corporation  (LPC),  61  Broadway,  New
York,  N.Y.,  10006,  is a  Delaware  corporation.  It is a registered  broker
dealer  and a  registered  investment  adviser.  Thomas L.  Kempner is its
President  and a director  and its Chief Executive  Officer.  Henry A. Loeb is
Vice  Chairman and a director of LPC.  Irwin D. Rowe is an Executive  Vice
President  and also a director of LPC.  Arthur E. Lee is an Executive Vice
President.  Henry A. Loeb is an uncle of Thomas L. Kempner

         Loeb Holding Corporation (LHC), a Maryland corporation, 61 Broadway,
New York, N.Y., 10006 is the sole stockholder of Loeb  Arbitrage  Management,
Inc.,  and LPC.  Thomas L.  Kempner is its  President  and a director  as well
as its Chief  Executive Officer and majority  stockholder.  Messrs. Henry A.
Loeb and Irwin D. Rowe are also directors of LHC, as are Robert Krones, Andrew
J.McLaughlin,  Jr. and Edward E. Matthews.  Mr. Matthews  address is 70 Pine
Street,  New York, N.Y., 10270. The business address of the other individuals
is 61 Broadway, New York, N.Y., 10006.

         All of the  individuals  named are United  States  Citizens.  None have
within the last five years, been convicted in a criminal  proceeding  (excluding
traffic  violations  or  similar  misdemeanors)  or have been a party to a civil
proceeding of a judicialor  administrative body of competent jurisdiction and as
a result of such  proceeding  have been or are subject to a judgment,  decree or
final  order  enjoining  future  violations  of,  or  prohibiting  or  mandating
activities  subject  to,  federal  or  state  securities  laws  or  finding  any
violations with respect to such laws.


                                       3
<PAGE>

Item 3.  Source and Amount of Funds or Other Compensation.

         No change.

Item 4.  Purpose of Transaction.

         No change.

Item 5.  Interest in Securities of the Issuer.

         (a) The persons  reporting hereby owned no shares of Common Stock as of
May 16, 1996:

         (b) Not applicable.

         (c) As of May 16,  1996  all  shares  of  Common  Stock  of the  Issuer
beneficially  owned by the  reporting  persons were  exchanged for shares Common
Stock of Eastgroup Properties as follows:

                                  Old Shares        New Shares
      Loeb Arbitrage Fund          102,731           37,712
      Loeb Partners Corporation     11,069*           4,062*

         (d)           Not applicable.

         (e) On May 16,  1996 the  reporting  persons  ceased  being  beneficial
owners of Common Stock.

- ---------------
* Including 6,982 and 2,562 shares,  respectively,  held for the accounts of two
customers of Loeb Partners Corporation as to which it has investment discretion.

Item 6.  Contracts, Arrangements, Understandings or Relationships with
         Respect to Securities of the Issuer.

         None.

Item 7.  Materials to be filed as Exhibits.

         None.





                                       4
<PAGE>



Signature

         After reasonable and to the best of my knowledge and belief, we certify
that the information set forth in this statement is true and correct.


January 24, 1997                          Loeb Arbitrage Fund
                                       By:Loeb Arbitrage Management, Inc.



                                       By:  /s/ Arthur E. Lee
                                            Arthur E. Lee,  President

January 24, 1997                            Loeb Partners Corporation



                                       By: /s/ Arthur E. Lee
                                           Arthur E. Lee, Exec.V.P.




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