-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EpHr9nvB6v+Qx2higvw8qwEKw5dj+vPxitsA5Q0cfuMGmuesECxl75YFsnW+Z8J3 wdDe+ik3QZIFF6Wb+hIA+g== 0000942618-04-000020.txt : 20040727 0000942618-04-000020.hdr.sgml : 20040727 20040726144126 ACCESSION NUMBER: 0000942618-04-000020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB PARTNERS CORP CENTRAL INDEX KEY: 0000942618 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JAMESON INNS INC CENTRAL INDEX KEY: 0000914373 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 582079583 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49043 FILM NUMBER: 04930710 BUSINESS ADDRESS: STREET 1: 8 PERIMETER CENTER E STREET 2: STE 8050 CITY: ATLANTA STATE: GA ZIP: 30346-1603 BUSINESS PHONE: 7709019020 MAIL ADDRESS: STREET 1: 8 PERIMETER CENTER EAST STREET 2: STE 8050 CITY: ATLANTA STATE: GA ZIP: 30346 FORMER COMPANY: FORMER CONFORMED NAME: JAMESON CO DATE OF NAME CHANGE: 19931103 SC 13D/A 1 james2.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Jameson Inns, Inc. (Name of Issuer) Preferred Stock (Title of Class of Securities) 470457300 (CUSIP Number) Michael E. Emanuel, Esq. 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) July 23, 2004 (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). SCHEDULE 13D CUSIP NO. 470457300 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 9,458 Shares of Preferred stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 6,581 Shares of Preferred stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 9,458 Shares of Preferred stock PERSON WITH 10 SHARED DISPOSITIVE POWER 6,581 Shares of Preferred stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,039 Shares of Preferred stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.73% 14 TYPE OF REPORTING PERSON* PN, BD, IA SCHEDULE 13D CUSIP NO. 470457300 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 175,900 Shares of Preferred stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 175,900 Shares of Preferred stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,900 Shares of Preferred stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.03% 14 TYPE OF REPORTING PERSON* PN, BD SCHEDULE 13D CUSIP NO. 470457300 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore Fund, Ltd. 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 Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 16,563 Shares of Preferred stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 16,563 Shares of Preferred stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,563 Shares of Preferred stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.76% 14 TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer. - ------ ------------------- This statement refers to the Preferred Stock of Jameson Inns, Inc., 8 Perimeter Center East, Suite 8050, Atlanta, GA, 30346. 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 Stock as of July 23, 2004. Shares of Preferred Stock Loeb Arbitrage Fund 175,900 Loeb Partners Corporation* 16,039 Loeb Offshore Fund 16,563 ----------- 208,502 The total shares of Preferred Stock constitute 9.51% the 2,191,500 outstanding shares of Preferred Stock as reported by the issuer. - ------------------------- *Including 6,581 shares of Preferred Stock purchased for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. (b) See paragraph (a) above. (c) The following purchases of Preferred Stock have been made in the last sixty (60) days by the following: Purchases of Preferred Stock Holder Date Shares Average Price Loeb Partners Corp.* 05-27-04 138 $19.16 07-07-04 79 19.56 07-13-04 54 19.61 07-14-04 375 19.62 07-21-04 561 19.90 07-22-04 1372 19.98 07-23-04 195 19.98 Holder Shares Average Price Loeb Arbitrage Fund 05-27-04 1605 $19.160 06-03-04 2600 19.325 06-14-04 500 19.260 07-07-04 2580 19.560 07-13-04 1746 19.607 07-14-04 1225 19.623 07-21-04 6358 19.896 07-22-04 15555 19.976 07-23-04 2210 19.983 Holder Shares Average Price Loeb Offshore Fund 05-27-04 157 $19.16 07-21-04 561 19.90 07-22-04 1373 19.98 07-23-04 195 19.98 - -------------------- *Including 6,581 shares of Preferred Stock purchased for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. All reported transactions were effected on Nasdaq. (d) Not applicable. (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. July 26, 2004 Loeb Partners Corporation By: /s/ Gideon J. King Executive Vice President July 26, 2004 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc. By: /s/ Gideon J. King, President July 26, 2004 Loeb Offshore Fund By: /s/ Gideon J. King, Director -----END PRIVACY-ENHANCED MESSAGE-----