SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 31, 2003 Shelbourne Properties II, Inc. ------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware -------- (State or Other Jurisdiction of Incorporation) 0-16341 04-3502382 --------------------------- ------------------- (Commission File Number) (I.R.S. Employer Identification No.) 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114 ------------------------------------------------------------------------------- (Address of Principal Executive Off (Zip Code) (617) 570-4600 -------------- (Registrant's Telephone Number, Including Area Code) -------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets On January 31, 2003, Tri-Columbus Associates, a partnership in which Shelbourne Properties II, L.P. (the "Operating Partnership") indirectly holds a 20.66% interest, sold its property located in Hilliard, Ohio for a gross purchase price of $4,600,000. The property was sold to Prologis, a an unaffiliated real estate investment trust. After satisfying the loan encumbering the property and other closing costs, net proceeds to Tri-Columbus Associates were approximately $2,050,000, of which approximately $423,530 are attributable to the Operating Partnership's interest. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press Release dated January 31, 2003. 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 this 31st day of January, 2003. Shelbourne Properties II, Inc. By: /s/ Peter Braverman ------------------- Peter Braverman Executive Vice President EXHIBIT INDEX No. Exhibit Page --- ---- 99.1 Press Release 4