UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Medstone International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
58505C101
(CUSIP Number)
Bruce Lev
c/o Loeb Partners Corporation
61 Broadway, N.Y., N.Y., 10006 (212) 483-7017
(Name, address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 25, 2003
(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. 58505C101
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 15,000 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,752 Shares of Common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,000 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
9,752 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,752 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.66%
14 TYPE OF REPORTING PERSON*
PN, BD, IA
SCHEDULE 13D
CUSIP NO. 58505C101
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 254,248 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 254,248 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
254,248 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.77%
14 TYPE OF REPORTING PERSON
PN, BD
SCHEDULE 13D
CUSIP NO. 58505C101
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 21,000 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 21,000 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,000 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.56%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
------ -------------------
This statement refers to the Common Stock of Medstone International, Inc.,100
Columbia, Suite 100, Aliso Viejo, CA., 92656.
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 November 25, 2003.
Shares of Common Stock
Loeb Arbitrage Fund 254,248
Loeb Partners Corporation* 24,752
Loeb Offshore Fund 21,000
-----------
300,000
The total shares of Common Stock constitute 7.98% the 3,758,000 outstanding
shares of Common Stock as reported by the issuer.
-------------------------
*Including 9,752 shares of Common 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 Common Stock have been made in the last sixty
(60) days by the following:
Purchases of Common Stock
Holder Date Shares Average Price
Loeb Partners Corp.* 11-12-03 6188 $4.78
11-13-03 4125 4.63
11-14-03 6188 4.62
11-17-03 2063 4.64
11-18-03 2888 4.65
11-19-03 1650 4.62
11-25-03 1650 4.75
Holder Shares Average Price
Loeb Arbitrage Fund 11-12-03 63562 $4.781
11-13-03 42375 4.633
11-14-03 62562 4.618
11-17-03 21187 4.641
11-18-03 29662 4.655
11-19-03 16950 4.618
11-25-03 16950 4.745
Holder Shares Average Price
Loeb Offshore Fund 11-12-03 5250 $4.78
11-13-03 3500 4.63
11-14-03 5250 4.62
11-17-03 1750 4.64
11-18-03 2450 4.65
11-19-03 1400 4.62
11-25-03 1400 4.75
--------------------
*Including 9,752 shares of Common 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.
November 26, 2003 Loeb Partners Corporation
By: /s/ Gideon J. King, Executive Vice President
November 26, 2003 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc.
By: /s/ Gideon J. King, President
November 26, 2003 Loeb Offshore Fund
By: /s/ Gideon J. King, Director