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): March 18, 2004
SHELBOURNE PROPERTIES I, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-16345 04-3502384
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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.
A joint venture owned by the respective operating partnerships of
Shelbourne Properties I, Inc. (the "Company"), Shelbourne Properties II, Inc.
and Shelbourne Properties III, Inc. (the "Shelbourne REITs") owns 20 motel
properties that are triple net leased to an affiliate of ACCOR S.A. The
interests in these properties were acquired on January 15, 2003 for the benefit
of the holder of the Class A Preferred Units of the operating partnerships of
the respective Shelbourne REITs. The holder of the Preferred Units had the right
to retain beneficial ownership of those properties or substitute other
properties by requiring the operating partnerships to acquire those other
properties for its benefit. If other properties had been substituted, then the
ACCOR properties would have been disposed of as part of the liquidation of the
Shelbourne REITs. The holder of Class A Preferred Units has agreed to retain its
beneficial ownership of the ACCOR properties and relinquish its right to require
the acquisition of other properties, thereby enabling the REITs to set up
liquidating trusts to complete their respective liquidations.
On March 18, 2004, the Company issued a press release announcing, among
other things, that it is currently anticipated that (i) in accordance with the
Plan of Liquidation of the Company previously approved by the Company's
stockholders, the Company will enter into a liquidating trust agreement on or
about April 16, 2004 for the purpose of winding up the Company's affairs and
liquidating its assets, (ii) on or about April 16, 2004, the Company will
transfer its then remaining assets (subject to its then remaining liabilities)
to the trustee of the Shelbourne I Liquidating Trust (the "Liquidating Trust"),
and (iii) April 15, 2004 will be the last day of trading of the Company's common
stock on the American Stock Exchange, and the Company's stock transfer books
will be closed as of the close of business on such date. The foregoing summary
is qualified in its entirety by a press release attached hereto as Exhibit 99.1
and a letter to stockholders 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:
4.1 Amendment to Amended and Restated Limited Partnership Agreement of
Shelbourne Properties I L.P.
10.1 Amendment No. 1 to Agreement, among Presidio Capital Investment
Company, LLC (and certain of its subsidiaries), Shelbourne
Management, LLC, NorthStar Capital Investment Corp., each of the
Shelbourne REITs and its operating partnership and HX Investors,
L.P.
99.1 Press Release dated March 18, 2004
99.2 Letter to Shareholders dated March 18, 2004
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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.
SHELBOURNE PROPERTIES I, INC.
By: /s/ Michael L. Ashner
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Name: Michael L. Ashner
Title: President
Dated: March 18, 2004
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EXHIBIT INDEX
No. Exhibit
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4.1 Amendment to Amended and Restated Limited Partnership Agreement
of Shelbourne Properties I L.P.
10.1 Amendment No. 1 to Agreement, among Presidio Capital Investment
Company, LLC (and certain of its subsidiaries), Shelbourne
Management, LLC, NorthStar Capital Investment Corp., each of the
Shelbourne REITs and its operating partnership and HX Investors,
L.P.
99.1 Press Release dated March 18, 2004
99.2 Letter to Shareholders dated March 18, 2004
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