SCHEDULE 14A INFORMATION
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Shelbourne Properties II, Inc.
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FOR IMMEDIATE RELEASE Contact: Richard Wool
Sitrick And Company
212-573-6100
SHELBOURNE PROPERTIES I, INC., SHELBOURNE PROPERTIES II, INC. AND
SHELBOURNE PROPERTIES III, INC. ANNOUNCE SETTLEMENT OF LITIGATION;
TENDER OFFERS AND PLANS OF LIQUIDATION TO FOLLOW
NEW YORK - July 2, 2002 - Shelbourne Properties I, Inc. (AMEX: HXD),
Shelbourne Properties II, Inc. (AMEX: HXE), and Shelbourne Properties III, Inc.
(AMEX: HXF), which are diversified real estate investment trusts, announced
today that they have entered into settlement agreements with respect to all
outstanding litigation involving the companies.
In connection with the settlement, HX Investors, L.P., the owner of
approximately 12% of the outstanding common stock of each of the companies, has
agreed to conduct tender offers for up to 30% of the outstanding common stock of
each of the companies at prices of $53.00, $62.00 and $49.00 per share for
shares of Shelbourne I, Shelbourne II and Shelbourne III, respectively. If the
tender offers are fully subscribed, HX Investors will own approximately 42% of
the outstanding common stock of each company. The tender offers are expected to
commence on or before July 12, 2002, following the filing of required tender
offer documents with the Securities and Exchange Commission. The closings of the
tender offers will be subject to customary conditions.
As part of the settlement, the boards of directors have approved plans
of liquidation for each of the companies and have agreed to submit such plans to
their respective stockholders for approval. HX Investors has agreed to vote all
of its shares of common stock in the companies in favor of the proposed plans of
liquidation. In addition, the board of directors of each of the companies will
be increased to six members, with two directors being designated by HX Investors
and four directors being independent directors proposed by HX Investors. HX
Investors and the companies have agreed to take certain steps to establish
improved corporate governance for each of the companies. The annual meetings of
stockholders of each of the companies are expected to be held on September 9,
2002, as previously announced.
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Shelbourne Properties, Inc. I, II, III
July 2, 2002
Page 2
The boards of directors of each of the companies have unanimously
recommended that their stockholders desiring to maximize immediate liquidity of
their shares of common stock accept the tender offer and tender their shares
pursuant to the tender offer, and stockholders not seeking immediate liquidity,
but desiring to receive their pro rata portion of the liquidation proceeds
contemplated by the plans of liquidation, should not accept the tender offer,
and should vote to approve adoption of the plan of liquidation when such plan is
voted on by the stockholders. The financial advisor to the companies, Lazard
Freres & Co., LLC, has delivered a written opinion to the board of directors of
each of the companies that the respective tender offer price, together with the
liquidation proceeds to be received from and in accordance with such company's
plan of liquidation, taken as a whole, is fair to the stockholders of the
relevant company from a financial point of view.
STOCKHOLDERS ARE URGED TO READ THE COMPANIES'
SOLICITATION/RECOMMENDATION STATEMENTS WHEN THEY ARE AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. WHEN SUCH SOLICITATION/RECOMMENDATION STATEMENTS
HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, STOCKHOLDERS AND
INVESTORS WILL BE ABLE TO OBTAIN COPIES OF THEM AT NO CHARGE AT THE SEC'S
WEBSITE, www.sec.gov, OR BY CONTACTING COMPANIES, C/O FIRST WINTHROP
CORPORATION, 7 BULFINCH PLACE, SUITE 500, BOSTON, MA 02114.
Founded in 2000, Shelbourne Properties I, Inc. Shelbourne Properties
II, Inc. and Shelbourne Properties III, Inc. are diversified real estate
investment trusts with holdings in the office, retail and industrial asset
sectors. They are successors to Integrated Resources High Equity Partners,
Series 85, a California Limited Partnership; High Equity Partners L.P. - Series
86; and High Equity Partners L.P. - Series 88, respectively.
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