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) August 19, 2002
Shelbourne Properties II, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-16341 04-3502382
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(Commission File Number) (I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114
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(Address of Principal Executive Offices) (Zip Code)
(617) 570-4600
(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. Change in Control
Effective August 19, 2002, HX Investors, L.P. ("HX") consummated its
tender offer for up to 30% of the outstanding shares in the Company and, as a
result, presently beneficially owns 41.26% of the outstanding shares of the
Company. The total consideration required to acquire all 30% of the shares was
$19,824,589.40. Upon such consummation and in accordance with the Stock Purchase
Agreement, dated July 1, 2002, among the Company, Exeter Capital Corporation and
HX, as amended, the board of directors of the Company was increased to six
members, the existing directors of the Company, Messrs. Donald Coons, Robert
Martin and W. Edward Scheetz, resigned and Messrs. Michael Ashner, Arthur
Blasberg, Jr., Peter Braverman, John Ferrari, Howard Goldberg and Steven Zalkind
were elected as the directors of the Company.
Further, Richard McCready resigned as the sole officer of the Company
and Mr. Ashner was elected as the Chief Executive Officer and President of the
Company, Mr. Braverman was elected as the Executive Vice President of the
Company, Ms. Carolyn Tiffany was elected as the Chief Financial Officer and
Treasurer of the Company and Ms. Lara Sweeney was elected as a Vice President
and Secretary of the Company.
In connection with its acquisition of the shares in the Company as well
as shares in each of Shelbourne Properties I, Inc. and Shelbourne Properties
III, Inc., HX obtained a loan from Fleet National Bank in the original principal
amount of $32,232,800. The loan bears interest at a rate of LIBOR plus 4 percent
and is scheduled to mature on August 19, 2004, subject to a one year extension.
The loan is secured by the shares in the Company owned by HX as well as the
shares in Shelbourne Properties I, Inc. and Shelbourne Properties III, Inc.
owned by HX.
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 20th day of August, 2002.
Shelbourne Properties II, Inc.
By: /s/ Michael L. Ashner
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Michael L. Ashner
Chief Executive Officer