WEST JERSEY BANCSHARES INC
SC 13D/A, 1997-01-28
NATIONAL COMMERCIAL BANKS
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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*)

                           West Jersey Bancshares, Inc.
                                (Name of Issuer)

                                  Common Stock
                           (Title of Class Securities)

                                   953504107
                                 (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

                                  June 5, 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. 953504107

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. 953504107

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, 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 a Vice  Chairmen
and 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  director  of LHC,
as are Robert  Krones, Andrew J.  McLaughlin,  Jr. and 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  
(excludingtraffic  violations  or  similar  misdemeanors)  or have been a party
to a civil proceeding of a judicial or administrative body of competent 
jurisdiction and asa 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.

                                   4

<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 of 
the Issuer as of June 5, 1996:

         (b) Not applicable.

         (c) As of June 5,  1996  all  shares  of  Common  Stock  of the
Issuer beneficially  owned by the reporting persons were exchanged for shares 
of Common Stock of Sovereign Bancorp Inc. as follows:


                                 Old Shares                 New Shares

Loeb Arbitrage Fund              74,076                     61,472
Loeb Partners Corporation        30,999*                    25,837*

                  (d)  Not applicable.

                  (e) On  June  5,  1996  the  reporting  persons  ceased  
being beneficial owners of Common Stock of the Issuer.
- ----------------------
*Including  6,863 and 5,720  shares  respectively,  held for the accounts of
two customers of Loeb Partners Corporation as to which it has investment 
discretion.

Item 6.  Contracts, Arrangements, Understanding or Relationships with
                  Respect to the Issuer.

                  None.

Item 7.  Materials to be Files as Exhibits.

                  None.

                                   5

<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.


January 27, 1997                              Loeb Arbitrage Fund
                                           By:Loeb Arbitrage Management, Inc.


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

January 27, 1997                              Loeb Partners Corporation


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


                                   6


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