UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____)*
Haverfield Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
419411103
(CUSIP Number)
Gideon J. King
c/o Loeb Partners Corporation
61 Broadway, N.Y., N.Y., 10006 (212) 483-7023
(Name, address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 31, 1997
(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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 419411103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Arbitrage Fund
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 BOC IF DISCLOSURE OF LEGAL PROCEEDING 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 93,607 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 93,607 Shares
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,607 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.91%
14 TYPE OF REPORTING PERSON*
PN, BD
<PAGE>
SCHEDULE 13D
CUSIP NO. 419411103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Partners Corporation
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 8,519 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,674 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,519 Shares
PERSON WITH 10 SHARED DISPOSITIVE POWER
5,674 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,193 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.74%
14 TYPE OF REPORTING PERSON*
CO, BD, IA
<PAGE>
Item 1. Security and Issuer.
This statement refers to the Common Stock ("Common Stock") of Haverfield
Corporation, Terminal Tower, 50 Public Square, Suite 444, Cleveland, Ohio,
44113. William A. Valerian is Chairman.
Item 2. Identity and Background.
Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 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, New York, 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 Henry A. Loeb is an uncle of Thomas L.
Kempner. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway,
New York, New York, 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, Edward E.
Matthews. Mr. Matthews' address is 70 Pine Street, New York, New York 10270. The
business address of the other individuals is 61 Broadway, New York, New York,
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 judicial or 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.
Item 3. Source and Amount of Funds or Other Compensation.
Shares of Common Stock were acquired by LAF and LPC in margin accounts
maintained with Bear Stearns Securities Corp.
Item 4. Purpose of transaction.
LAF and LPC have acquired shares of Common Stock for investment purposes. LAF
and LPC reserve the right to sell shares of Common Stock or to acquire
additional shares in open market transactions or otherwise.
Item 5. Interest in Securities of the Issuer.
(a) The persons reporting hereby owned the following shares of Common Stock as
of July 31, 1997.
Shares of Common Stock
Loeb Arbitrage Fund 93,607
Loeb Partners Corporation* 14,193
107,800
This constitutes 5.65% of the 1,906,349 outstanding shares as reported by the
issuer.
_________________________
* Including 5,674 shares purchased for the accounts of two customer of Loeb
Partners Corporation as to which it has investment discretion.
(b) See paragraph (a) above.
(c) The following purchase of Common Stock has been made in the last sixty (60)
days by the following:
Purchases of Common Stock
Holder Date No. of Share Price
Loeb Arbitrage Fund 06-04-97 300 $25.51
06-06-97 1,672 25.64
06-09-97 1,368 25.76
06-19-97 200 25.89
06-25-97 20,160 26.02
07-18-97 770 26.08
07-31-97 13,125 27.19
Loeb Partners Corporation* 06-04-97 100 $25.51
06-06-97 228 25.64
06-09-97 232 25.76
06-25-97 2,540 26.02
07-18-97 130 26.08
07-31-97 2,075 27.20
_________________
* Including 5,674 shares purchased for the accounts of two customers of Loeb
Partners Corporation as to which it has investment discretion.
All reported transactions were effected on NASDAQ.
(d) and (e). Not applicable.
<PAGE>
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 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.
August 1, 1997 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc.
_____________________________
By: /s/ Arthur E. Lee
Arthur E. Lee, President
August 1, 1997 Loeb Partners Corporation
_____________________________
By: /s/ Arthur E. Lee
Arthur E. Lee
Executive Vice President
