SC 13D/A 1 surgical1.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Surgical Laser Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 868819202 (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) November 25, 2002 (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. 868819202 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 14,410 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 11,840 Shares of Common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 14,410 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 11,840 Shares of Common stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,250 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) 1.13% 14 TYPE OF REPORTING PERSON* PN, BD, IA SCHEDULE 13D CUSIP NO. 868819202 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 208,850 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 208,850 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 208,850 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) 8.97% 14 TYPE OF REPORTING PERSON* PN, BD Item 1. Security and Issuer. ------ ------------------- No change. 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 November 25, 2002. Shares of Common Stock Loeb Arbitrage Fund 208,850 Loeb Partners Corporation* 26,250 ----------- 235,100 The total shares of Common Stock constitute 10.10% the 2,328,000 outstanding shares of Common Stock as reported by the issuer. ------------------------- *Including 11,840 shares of Common Stock purchased for the accounts of two customers 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.* 09-26-02 11000 $1.28 09-27-02 1650 1.36 10-03-02 550 1.36 10-03-02 1100 1.34 10-08-02 550 1.36 10-09-02 1100 1.27 10-11-02 775 1.27 10-11-02 1100 1.25 10-15-02 125 1.31 10-16-02 550 1.45 10-17-02 2000 1.39 10-18-02 1600 1.44 10-21-02 875 1.43 10-23-02 275 1.44 11-25-02 3000 1.83 Holder Shares Average Price Loeb Arbitrage Fund 09-26-02 83900 $1.28 09-27-02 14150 1.36 09-30-02 200 1.36 10-03-02 4350 1.36 10-03-02 9300 1.34 10-08-02 4450 1.37 10-09-02 8900 1.27 10-11-02 6225 1.27 10-11-02 7900 1.25 10-15-02 875 1.31 10-16-02 4450 1.45 10-17-02 16700 1.39 10-18-02 12500 1.44 10-21-02 7625 1.430 10-23-02 3125 1.435 11-25-02 24200 1.830 -------------------- *Including 11,840 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 the NASDAQ Sm-Cap. (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. December 3, 2002 Loeb Partners Corporation By: /s/ Arthur E. Lee, Executive Vice President December 3, 2002 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc. By: /s/ Arthur E. Lee, President