UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 5, 2002
----------------
Shelbourne Properties II, Inc.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 0-15753 04-3502382
--------------- ----------- ----------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
c/o First Winthrop Corporation,
7 Bulfinch Place, Suite 500,
Boston, MA 02114
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 319-3400
-------------------
-------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events
On August 5, 2002, Shelbourne Properties II, Inc. (the "Company")
entered into an amendment (the "Purchase Agreement Amendment") to the Stock
Purchase Agreement among HX Investors, L.P. ("HX Investors") and Exeter Capital
Corporation ("Exeter") and the Company, dated as of July 1, 2002, to, among
other things, increase the purchase price per share offered by HX Investors in
its tender offer, commenced on July 5, 2002, for up to 268,444 issued and
outstanding shares of common stock, par value, $0.01 per share, of the Company,
from $62.00 to $73.85. In addition, HX Investors agreed to reduce the incentive
payment provided for in the Company's related plan of liquidation from 25% to
15% of net proceeds, after the payment of a priority return to stockholders.
The foregoing description of the Purchase Agreement Amendment does not
purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement Amendment, a copy of which is attached hereto as Exhibit 2.1,
and which is incorporated herein by reference. A copy of the joint press release
issued by the Company, Shelbourne Properties I, Inc. and Shelbourne Properties,
III, Inc. is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Amendment No. 1, dated as of August 5, 2002, to the
Stock Purchase Agreement, dated as of July 1, 2002,
among HX Investors, Exeter and the Company.
10.1 Amendment No. 1, dated as of August 5, 2002, to
Settlement Agreement, dated July 1, 2002, among HX
Investors and the additional plaintiffs in the action
who are listed on Exhibit A thereto, on the one hand,
and the Company, Shelbourne Properties I, Inc.,
Shelbourne Properties III, Inc., Presidio Capital
Investment Company, LLC and Shelbourne Management,
LLC, on the other hand.
99.1 Joint press release issued by the Company, Shelbourne
Properties I, Inc. and Shelbourne Properties III, Inc.
on August 5, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SHELBOURNE PROPERTIES II, INC.
Date: August 5, 2002 By: /s/ Richard J. McCready
-------------------------------
Name: Richard J. McCready
Title: Secretary
EXHIBIT INDEX
-------------
Exhibit
No. Description
-------- --------------
2.1 Amendment No. 1, dated as of August 5, 2002, to the Stock
Purchase Agreement, dated as of July 1, 2002, among HX
Investors, Exeter and the Company.
10.1 Amendment No. 1, dated as of August 5, 2002, to Settlement
Agreement, dated July 1, 2002, among HX Investors and the
additional plaintiffs in the action who are listed on Exhibit
A thereto, on the one hand, and the Company, Shelbourne
Properties I, Inc., Shelbourne Properties III, Inc., Presidio
Capital Investment Company, LLC and Shelbourne Management,
LLC, on the other hand.
99.1 Joint press release issued by the Company, Shelbourne
Properties I, Inc. and Shelbourne Properties III, Inc. on
August 5, 2002.