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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 3 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
Under
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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SHELBOURNE PROPERTIES II, INC.
(Name of subject company)
SHELBOURNE PROPERTIES II, INC.
(Name of person filing statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Including the associated preferred share purchase rights)
(Title of class of securities)
821374105
(CUSIP Number of class of securities)
Richard J. McCready
c/o First Winthrop Corporation
7 Bulfinch Place, Suite 500
Boston, MA 02114
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of the
person filing statement)
Copy to:
Peter D. Lyons
Christa A. D'Alimonte
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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This Amendment No. 3 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission (the "SEC") on July 10, 2002 by Shelbourne
Properties II, Inc., a Delaware corporation (the "Company"), Amendment No. 1 to
Schedule 14D-9 filed with the SEC on July 12, 2002 by the Company, and Amendment
No. 2 to Schedule 14D-9 filed with the SEC on July 19, 2002 by the Company
(collectively, the "Schedule 14D-9"), relating to the tender offer by HX
Investors, L.P., a Delaware limited partnership (the "Purchaser"), to purchase
up to 268,444 issued and outstanding shares of common stock, par value $0.01 per
share, of the Company, at a purchase price of $62.00 per share, in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated July 5, 2002 and in the related Letter of Transmittal, as each
may be supplemented or amended from time to time (which together constitute the
"Offer"). The Offer is described in a Tender Offer Statement on Schedule TO, as
amended or supplemented from time to time, filed by the Purchaser with the SEC
on July 5, 2002.
The information in the Schedule 14D-9 is hereby expressly incorporated
by reference, except as otherwise set forth below. Capitalized terms used herein
but not otherwise defined shall have the meanings given to them in the Schedule
14D-9.
Item 8. Additional Information
A copy of the letter sent to the Purchaser by the Company, Shelbourne
Properties I, Inc. and Shelbourne Properties III, Inc. on July 30, 2002 with
respect to certain discussions between the Company, Shelbourne Properties I,
Inc., Shelbourne Properties III, Inc. and their representatives, and Carl C.
Icahn and his representatives is attached hereto as Exhibit (a)(8) and
incorporated herein by reference.
Item 9. Exhibits
The following Exhibit is filed herewith:
Exhibit
No. Description
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(a)(8) Letter sent to the Purchaser by the Company, Shelbourne
Properties I, Inc. and Shelbourne Properties III, Inc. on
July 30, 2002 with respect to certain discussions between
the Company, Shelbourne Properties I, Inc., Shelbourne
Properties III, Inc. and their representatives, and Carl
C. Icahn and his representatives.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
SHELBOURNE PROPERTIES II, INC.
By: /s/ Richard J. McCready
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Richard J. McCready
Secretary
Dated: July 30, 2002
EXHIBIT (a)(8)
Shelbourne Properties I, Inc.
Shelbourne Properties II, Inc.
Shelbourne Properties III, Inc.
July 30, 2002
BY FACSIMILE AND FEDERAL EXPRESS
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HX Investors, L.P.
100 Jericho Quadrangle, Suite 214
Jericho, NY 11753
Attn: Michael L. Ashner
Notice of Discussions
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Dear Mr. Ashner:
We note the press release by Carl C. Icahn, dated July 29, 2002,
announcing that his related companies, together with outside investors, are
prepared to initiate competing tender offers (the "Icahn Proposals") with
respect to each of Shelbourne Properties I, Inc., Shelbourne Properties II, Inc.
and Shelbourne Properties III, Inc. (collectively, the "Companies"). Please be
advised that, pursuant to Section 6.05 of each of the Stock Purchase Agreements
dated as of July 1, 2002 among HX Investors, L.P., Exeter Capital Corporation
and each of the Companies, the Companies and their representatives are engaging
in discussions with Mr. Icahn and his representatives with respect to the Icahn
Proposals.
SHELBOURNE PROPERTIES I, INC.
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By: Richard J. McCready, Secretary
SHELBOURNE PROPERTIES II, INC.
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By: Richard J. McCready, Secretary
SHELBOURNE PROPERTIES III, INC.
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By: Richard J. McCready, Secretary
cc: Justin P. Klein
Stephen J. Kastenberg