STORAGE PROPERTIES INC
SC 13D/A, 1996-06-24
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.2)*

                            STORAGE PROPERTIES, INC.
                                (Name of Issuer)

                                Common Stock
                         (Title of Class of Securities)

                                    861903102
                                 (CUSIP Number)

     c/o Gideon J. King, Loeb Partners Corporation, 61 Broadway, New York, NY
10006 (212)483-7023 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications

                                  June 17, 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 the statement | |. (A
fee is not required only if the reporting person:(1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in 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 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>
                              SCHEDULE 13D
CUSIP No 861903102                              Page 2 

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) XX
                                                         (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             23,875 Shares
BENEFICIALLY 8  SHARED VOTING POWER
OWNED BY           16,781 Shares
EACH         9  SOLE DISPOSITIVE POWER
REPORTING          23,875 Shares
PERSON       10 SHARED DISPOSITIVE POWER
WITH               16,781 Shares

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         40,656 Shares

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       1.21%

14 TYPE OF REPORTING PERSON*
       CO  BD IA

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

                              SCHEDULE 13D
CUSIP No 861903102                              Page 3

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) XX
                                                         (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             231,344 Shares
BENEFICIALLY 8  SHARED VOTING POWER
OWNED BY           ---
EACH         9  SOLE DISPOSITIVE POWER
REPORTING          231,344 Shares
PERSON       10 SHARED DISPOSITIVE POWER
WITH               ---

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         231,344 Shares

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       6.91%

14 TYPE OF REPORTING PERSON*
       PN  BD

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

     ITEM 1. SECURITY AND ISSUER
     
     No change.

 ITEM 2. IDENTITY AND BACKGROUND.

     No change.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     No change.

ITEM 4.  PURPOSE OF TRANSACTION

     No change.

ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER.

           (a) The persons reporting hereby own the following shares of
Common Stock as of June 17, 1996:

                             SHARES OF COMMON STOCK

Loeb Arbitrage Fund                        231,344
Loeb Partners Corporation*                  40,656
                                           -------
                                           272,000

               This constitutes 8.12% of the 3,348,167 outstanding shares as
reported by the issuer.
- ------------------
*Including 10,731 and 6,050 shares respectively, held for the accounts of two
customers of Loeb Partners Corporation, as to which it has investment
discretion.

                  (b) See paragraph (a) above.

                  (c) The following purchases of Common Stock have been made
since May 28, 1996 by the persons named below:

                                            PURCHASES OF COMMON STOCK

HOLDER                              DATE              SHARES     AVERAGE PRICE
- ------                             ----              ------      ------------
Loeb Arbitrage Fund                 05-28-96          1,776          $7.15
                                    05-31-96          1,872           7.15
                                    06-03-96         10,336           7.15
                                    06-04-96            375           7.15
                                    06-05-96            936           7.21
                                    06-06-96          2,640           7.18
                                    06-07-96          5,640           7.15
                                    06-11-96          5,763           7.17
                                    06-12-96          1,872           7.15
                                    06-14-96            936           7.02
                                    06-17-96         16,272           7.02


                                    DATE             SHARES      AVERAGE PRICE
Loeb Partners Corporation*          05-28-96          124             $7.16
                                    05-31-96          128              7.16
                                    06-03-96          664              7.16
                                    06-04-96           25              7.18
                                    06-05-96           64              7.22
                                    06-06-96          160              7.19
                                    06-07-96          360              7.16
                                    06-11-96          337              7.18
                                    06-12-96          128              7.16
                                    06-14-96           64              7.03
                                    06-17-96        1,028              7.03


- ----------------
*Including transactions for the accounts of two customers of Loeb Partners
 Corporation as to which it has investment discretion.

         All the reported transactions were effected on the American Stock
Exchange.

        (d) and (e).     Not applicable.

ITEM 6.           CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
                  RESPECT TO THE ISSUER.

                  None.

ITEM 7.           MATERIALS TO BE FILED AS EXHIBITS.

                  None.

<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.

June 21, 1996                                   Loeb Arbitrage Fund
                                                  By:Loeb Arbitrage
                                                   Management, Inc.

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

June 21, 1996                                    Loeb Partners Corporation


                                             By:/s/ Arthur E. Lee
                                                     Arthur E. Lee, Exec.
                                                     Executive Vice President



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