UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): April 30, 2004
SHELBOURNE II LIQUIDATING TRUST
(Exact name of registrants specified in its charter)
Delaware 0-16341 20-1066432
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
7 Bulfinch Place
Suite 500
Boston, Massachusetts 02114
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (617) 570-4600
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events and Required FD Disclosure.
Arthur N. Queler, the trustee (the "Trustee") of the Shelbourne II
Liquidating Trust (the "Liquidating Trust"), today announced that Shelbourne
Properties II, Inc. (formerly AMEX:HXE) (the "Company") transferred its
remaining assets to, and its remaining liabilities were assumed by, the
Liquidating Trust in accordance with the Company's Plan of Liquidation. April
23, 2004 was the last day of trading of the Company's common stock on the
American Stock Exchange, and the Company's stock transfer books were closed as
of the close of business on such date.
The Trustee also announced that the Company filed a Form 15 with the
Securities and Exchange Commission to terminate the registration of the
Company's common stock under the Securities Exchange Act of 1934 and that the
Company will cease filing reports under that Act. However, the Trustee will
issue to beneficiaries of the Liquidating Trust and file with the Commission
annual reports on Form 10-K and current reports on Form 8-K.
The foregoing summary is qualified in its entirety by a press release
attached hereto as Exhibit 99.1 and the Liquidating Trust Agreement attached
hereto as Exhibit 99.2, each of which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
99.1 Press Release dated April 30, 2004
99.2 Liquidating Trust Agreement, dated as of April 30, 2004, by and
between Shelbourne Properties II, Inc and Arthur N. Queler
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, Shelbourne
II Liquidating Trust has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
SHELBOURNE II LIQUIDATING TRUST
By: /s/ Arthur N. Queler
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Name: Arthur N. Queler
Title: Trustee
Dated: April 30, 2004
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EXHIBIT INDEX
No. Exhibit
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99.1 Press Release dated April 30, 2004
99.2 Liquidating Trust Agreement, dated as of April 30, 2004,
by and between Shelbourne Properties II, Inc. and Arthur
N. Queler.
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