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SEC File # 0-16341
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CUSIP 821374105
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): |_| Form 10-K |_| Form 20-K |X| Form 10-Q
|_| Form N-SAR
For Period Ended: June 30, 2002
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-K
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Shelbourne Properties II, Inc.
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Full Name of Registrant
Former Name if Applicable
P.O. Box 9507, 7 Bullfinch Place, Suite 500
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Address of Principal Executive Office (Street and Number)
Boston, MA 02114
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reason described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition
report on Form
10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the
transition report or portion thereof, could not be filed within the prescribed
time period.
Shelbourne Properties II, Inc. (the "Company") is currently run by a
management company and currently has no executive officers. As well,
the Company, along with Shelbourne Properties I, Inc. and Shelbourne
Properties III, Inc. (collectively, the "Companies") has entered into a
stock purchase agreement with HX Investors, L.P. ("HX Investors") and
Exeter Capital Corporation, the general partner of HX Investors,
pursuant to which HX Investors has conducted a tender offer that, if
successful, will result in HX Investors gaining control of the Board of
Directors of the Company and the resignation of the members of the
current Board of Directors. That tender offer is scheduled to expire at
midnight on Friday, August 16, 2002. In light of those facts, the
Company intends to file its quarterly report on Form 10-Q on August 19,
2002.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Richard J. McReady (212) 319-2623
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic report required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in result of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? |X|
Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
It is anticipated that a significant change in result of operations
from the three months ended June 30, 2001 will be reflected by the
earnings statements to be included in the subject report respecting the
three months ended June 30, 2002. A narrative and quantitative
explanation of the anticipated changes follows.
Net income
The Company incurred a net loss of $1,493,391, a decrease of
$2,425,735, for the three months ended June 30, 2002 from $932,344 for
the same period in 2001. This decrease in net income was primarily due
to the incurrence of legal, professional and consulting fees
$1,952,019. These fees were largely incurred in legal fees relating to
lawsuits filed subsequent to the Transaction and the settlements of
those lawsuits. The Company incurred $299,454 of interest expense on
the proceeds of the initial borrowing under the Credit Facility.
Rental Revenues
Rental revenues decreased by $78,496, or 6%, to $1,244,039 for the
three months ended June 30, 2002 from $1,322,535 for the same period in
2001. This is primarily due to a loss of rental revenue of $255,411
following the sale of Commonwealth Industrial Park on December 6, 2001.
This loss was primarily offset by increased revenues at Matthews
Festival of $170,230 due to the lease of space that was vacant during
the same three months in 2001.
Income
Income (defined as rental revenues, equity income from joint ventures,
interest and other income) decreased $161,003, or 6.7%, to $2,257,952
for the three months ended June 30, 2002 from $2,418,955 for the same
period in 2001 primarily due to the decrease in rental revenue as a
result of the sale of the Commonwealth Industrial Park property, which
was partially offset by the increased income at Melrose Crossing and
Matthews Festival from the lease of previously vacant space. Equity
income from joint ventures decreased due to increased vacancy at the
Seattle Tower property. Interest income decreased by $26,351, or 37.3%
to $44,388 for the three months ended June 30, 2002 from $70,739 for
the same period in 2001 due to significantly lower cash balances and
lower yields on cash and cash equivalent investments.
Costs and Expenses
Total costs and expenses, including interest expense, for the three
months ended June 30, 2002, amounted to $3,751,343, an increase of
$2,264,732 as compared to $1,486,611 for the same period in 2001,
primarily due to payments of approximately $2,254,000 for legal,
professional and consulting fees in connection with the lawsuits and
settlement of those lawsuits.
The sale of the Commonwealth Industrial Property is primarily
responsible for the slight decrease in property operating expense and
management fees.
Shelbourne Properties II, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 14, 2002 By:
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Richard J. McReady
Corporate Secretary
INSTRUCTION: The form may be signed by an executive officer of the registrant of
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form