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UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(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)
January 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).
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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 215,664 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 215,664 Shares
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,664 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.03%
14 TYPE OF REPORTING PERSON*
PN, BD
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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 15,529 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,903 Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,529 Shares
PERSON WITH 10 SHARED DISPOSITIVE POWER
11,903 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,432 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.63%
14 TYPE OF REPORTING PERSON*
PN, BD, IA
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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.
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, Peter A. Tcherepnine, Vice President Edward J.
Campbell, Vice President and Mark J. Kaplow, Secretary. 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. Peter A. Tcherepnine 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. Robert Krones is a director of LHC as well as
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 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.
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Item 5. Interest in Securities of the Issuer.
(a) The persons reporting hereby owned the following shares of Common Stock as
of February 18, 2000.
Shares of Common Stock
Loeb Arbitrage Fund 215,664
Loeb Partners Corporation* 27,432
243,096
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* Including 1,560 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 5.67% of the 4,288,042 outstanding
shares of Common Stock as reported by the Issuer.
Shares of Preferred Stock formerly owned by LAF and LPC were sold to the Issuer
as of March 24, 1999.
(b) See paragraph (a) above.
(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 1-25-00 4500 $2.80
1-26-00 4500 2.80
1-27-00 16000 2.80
2-09-00 2655 2.80
2-11-00 3550 3.05
Holder Date Shares Average Price
Loeb Partners Corp.* 1-25-00 500 $2.80
1-26-00 500 2.86
1-27-00 2000 2.80
2-09-00 300 2.80
2-11-00 400 3.05
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*Including 1,560 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.
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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.
February 18, 2000 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc.
By: /s/ Arthur E. Lee
Arthur E. Lee, President
February 18, 2000 Loeb Partners Corporation
By: /s/ Arthur E. Lee
Arthur E. Lee
Executive Vice President
