<PAGE>
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__1__)*
(Title of Class of Securities)
599358207 (Preferred Stock)
599358108 (Common Stock)
(CUSIP Number)
Vicki Z. Holleman
c/o Loeb Partners Corporation
61 Broadway, N.Y., N.Y., 10006 (212) 483-7047
(Name, address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 14, 1998
(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. 599358207 (Pfd.)
599358108 (Common)
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 BOX 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 205,548 Shares of Preferred stock
274,182 Shares of Common stock assuming conversion of
Pfd. stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 205,548 Shares of Preferred stock
274,182 Shares of Common stock assuming conversion of
Pfd. stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 205,548 Shares of Preferred stock 274,182 shares of
Common stock assuming conversion of
Preferred shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.85% (Preferred Stock)
6.45% (Common Stock giving effect to conversion of Preferred stock)
14 TYPE OF REPORTING PERSON*
PN, BD
<PAGE>
SCHEDULE 13D
CUSIP NO. 599358207 (Preferred)
599358108 (Common)
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 17,848 Shares of Preferred stock
23,822 Shares of Common stock assuming conversion of
Pfd. stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 12,213 Shares of Preferred stock
16,266 Shares of Common stock assuming conversion of
Pfd. stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 17,848 Shares of Preferred stock
23,822 Shares of Common stock assuming conversion of
Pfd. stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
12,213 Shares of Preferred stock 16,266 Shares of Common
stock assuming conversion of
Pfd. stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 30,061 Shares of Preferred stock 40,088 Shares of
Common stock assuming conversion of
Pfd. stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.00% (Preferred Stock)
0.94% (Common Stock giving effect to conversion of Preferred stock) 14
TYPE OF REPORTING PERSON*
PN, BD, IA
<PAGE>
Item 1. Security and Issuer.
This statement refers to the Preferred Stock and Common Stock of Milestone
Properties, Inc., 150 E. Palmetto Park Road, Boca Raton, Florida, 33432. Leonard
S. Mandor is the Chairman of the Board.
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. Irwin D. Rowe
is an Executive Vice President and also a director of LPC. Norman N. Mintz is a
Vice President and also a director. 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.
Irwin D. Rowe is a director of LHC, as are Robert Krones, Edward E. Matthews and
Norman N. Mintz. 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 Preferred Stock and 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 Preferred Stock and Common Stock for
investment purposes. LAF and LPC reserve the right to sell shares of Preferred
Stock and Common Stock or to acquire additional shares in open market
transactions or otherwise. <PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The persons reporting hereby owned the following shares of Stock as of
August 14, 1998.
Shrs. Of Common Stk
assuming conversion
Shrs.of Pfd.Stk. Shrs.of Common Stk* of Pfd. Stock**
Loeb Arbitrage Fund 205,548 48,079 274,182
Loeb Partners
Corporation* 30,061 7,021 40,088
The total shares of Preferred Stock constitute 7.85% the 3,000,251 outstanding
shares of Preferred Stock as reported by the issuer. The Preferred Stock is
convertible into Common Stock at the rate of 1.1 shares of Common Stock per
share of Preferred Stock. The total shares of Common Stock would constitute
7.39% of the 4,250,445 shares of Common Stock outstanding assuming conversion
only of the above shares of Preferred Stock.
- -------------------------
* Including 12,213 shares of Preferred Stock and 2,832 shares of Common Stock
purchased for the accounts of two customers of Loeb Partners Corporation as to
which it has investment discretion. ** Assuming conversion of Preferred Stock.
(b) See paragraph (a) above.
(c) The following purchases of Preferred Stock and Common Stock have been made
in the last sixty (60) days by the following:
Purchases of Preferred Stock
Holder Date Shares Average Price
Loeb Arbitrage Fund 7-30-98 8918 $1.83
8-07-98 4550 2.08
8-13-98 1800 2.20
8-14-98 18309 2.19
Holder Date Shares Average Price
Loeb Partners Corp.* 7-30-98 1082 $1.99
8-07-98 450 2.08
8-13-98 200 2.21
8-14-98 1800 2.19
Purchases of Common Stock
Holder Date Shares Average Price
Loeb Arbitrage Fund 8-14-98 6450 $.93
Holder Date Shares Average Price
Loeb Partners Corp.* 8-14-98 650 $.93
- -----------------
*Including 12,213 shares of Preferred Stock and 650 shares of Common Stock
purchased for the accounts of two customers of Loeb Partners Corporation as to
which it has investment discretion.
All reported transactions were effected on NYSE.
(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 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.
September 9, 1998 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc.
By: /s/ Arthur E. Lee
Arthur E. Lee, President
September 9, 1998 Loeb Partners Corporation
By: /s/ Arthur E. Lee
Arthur E. Lee
Executive Vice President
