MILESTONE PROPERTIES INC
SC 13D/A, 2000-06-09
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                  UNITED STATES
                        SECURITIES & EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*

                         (Title of Class of Securities)

                            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)

                                  May 26, 2000
             (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.  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               18,404 Shares

BENEFICIALLY      8  SHARED VOTING POWER
OWNED BY             14,443 Shares

EACH              9  SOLE DISPOSITIVE POWER
REPORTING            18,404 Shares

PERSON WITH      10  SHARED DISPOSITIVE POWER
                     14,443 Shares

11   AGGREGATE AMOUNT  BENEFICIALLY OWNED BY EACH REPORTING   PERSON
                     32,847 Shares

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

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          0.77%
14 TYPE OF REPORTING PERSON*
         PN, BD, IA

<PAGE>


                                  SCHEDULE 13D
CUSIP NO. 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                   259,637 Shares

BENEFICIALLY      8  SHARED VOTING POWER
OWNED BY             -----
EACH                        9  SOLE DISPOSITIVE POWER
REPORTING            259,637 Shares

PERSON WITH       10 SHARED DISPOSITIVE POWER
                                  -----
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                 259,637 Shares
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
           6.05%
14 TYPE OF REPORTING PERSON*
         PN, BD

<PAGE>

Item 1.  Security and Issuer.

This statement refers to the 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.

           No change.

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 the following shares of Common Stock as
of June 7, 2000

                             Shares of Common Stock
Loeb Arbitrage Fund                 259,637
Loeb Partners Corporation*           32,847
                                    -------
                                     292,484
-------------------------
* Including  2,160  shares of Common  Stock  purchased  for the  accounts of two
customers of Loeb Partners Corporation as to which it has investment discretion.

The total shares of Common Stock constitute  6.82% of the 4,288,542  outstanding
shares of Common Stock as reported by the Issuer.

(b) See paragraph (a) above.

<PAGE>

(c) The  following  purchases  of Common  Stock have been made in the last sixty
(60) days by the following:

                                        Purchases of Common Stock
Holder                                Date           Shares    Average Price
Loeb Arbitrage Fund                   3-29-00        2200      $3.05
                                      4-04-00        3180       3.05
                                      4-26-00         700       3.05
                                      4-28-00         875       3.17
                                      5-01-00        1225       3.17
                                      5-02-00        5780       3.07
                                      5-05-00        3550       3.05
                                      5-08-00        2225       3.05
                                      5-11-00        1775       3.30
                                      5-12-00         450       3.42
                                      5-16-00        1250       3.30
                                      5-16-00        1325       3.30
                                      5-18-00        2675       3.55
                                      5-23-00        1425       3.55
                                      5-26-00        5843       3.80
                                      6-07-00        2675       3.55

Holder                                Date            Shares   Average Price
Loeb Partners Corp.*                  3-29-00         300      $3.05
                                      4-04-00         460       3.05
                                      4-26-00          75       3.15
                                      4-28-00         125       3.17
                                      5-01-00         175       3.24
                                      5-02-00         720       3.21
                                      5-05-00         450       2.95
                                      5-08-00         275       2.93
                                      5-11-00         225       3.25
                                      5-12-00          75       2.92
                                      5-16-00         175       3.44
                                      5-16-00         175       3.30
                                      5-18-00         325       3.66
                                      5-23-00         175       3.36
                                      5-26-00         525       3.92
                                      6-07-00         325       3.39


-----------------
*Including  2,160  shares of Common  Stock  purchased  for the  accounts  of two
customers of Loeb Partners Corporation as to which it has investment discretion.
<PAGE>

All reported transactions were effected on NASDAQ.

(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.



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.

June 9, 2000                                  Loeb Arbitrage Fund
                                          By: Loeb Arbitrage Management, Inc.


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



June 9, 2000                                     Loeb Partners Corporation


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




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