UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
SHELBOURNE PROPERTIES I, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
821373107
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel,
Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 26, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
CUSIP No. 821373107
1 NAME OF REPORTING PERSON
LONGACRE CORP.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
42,411
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
42,411
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,411
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.05%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 821373107
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
42,411
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
42,411
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,411
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.05%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, $.01 par value (the
"Shares"), of Shelbourne Properties I, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is c/o
First Winthrop Corporation, 7 Bulfinch Place, Suite 500, Boston, MA 02114.
Item 2. Identity and Background
The persons filing this statement are Longacre Corp., a Delaware
corporation ("Longacre") and Carl C. Icahn, a citizen of the United States of
America (collectively with Longacre, the "Registrants"). The principal business
address and the address of the principal office of (i) Longacre is 100 South
Bedford Road, Mount Kisco, New York 10549, and (ii) Carl C. Icahn is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.
Mr. Icahn is the sole shareholder and director of Longacre. As such, Mr.
Icahn is in a position directly and indirectly to determine the investment and
voting decisions made by Longacre. The executive officers of Longacre are as
follows: Edward E. Mattner - President, Robert J. Mitchell - Vice President and
Treasurer, and Gail Golden - Vice President and Secretary.
Longacre is primarily engaged in the business of investing in securities.
Carl C. Icahn's present principal occupation or employment is acting as the
President and Director of Starfire Holding Corporation, a Delaware corporation
("Starfire"), and as the Chairman of the Board and Director of various
Starfire's subsidiaries, including ACF Industries, Incorporated, a New Jersey
corporation ("ACF"). Starfire, whose principal business address is 100 South
Bedford Road, Mount Kisco, New York 10549, is primarily engaged in the business
of holding, either directly or through its subsidiaries, a majority of the
common stock of ACF. ACF is primarily engaged in the business of leasing,
selling and manufacturing railroad freight and tank cars.
Except as disclosed on Exhibit 2 attached hereto and incorporated herein,
none of Carl C. Icahn, Longacre nor any executive officer of Longacre, has,
during the past five years, (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting, or mandating
activities subject to, Federal or State securities laws or a finding of any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Longacre acquired the 4,911 Shares as a result of the conversion on April
17, 2001 of the units of Integrated Resources High Equity Partners, L.P.-Series
85, held by Longacre into the shares of the Issuer, in connection with the
merger of Integrated Resources High Equity Partners, L.P.-Series 85 with and
into the Issuer. As of August 5, 2002, the aggregate purchase price of the
42,411 Shares (including the Shares held as a result of the foregoing
conversion) purchased by Longacre was $1,689,520 (including commissions). The
source of funding for the purchase of these Shares was general working capital
of Longacre.
Item 4. Purpose of Transaction
On August 2, 2002, Carl C. Icahn delivered a letter to the board of
directors of the Issuer, which letter is attached hereto as Exhibit 3 and
incorporated herein in its entirety. The Registrants are aware of the press
release by HX Investors, L.P. describing agreements reached by HX Investors and
the Issuer. In light of the press release, the Registrants will not proceed with
the tender offer and other transactions set forth in the letter.
Previously, on July 29, 2002, (i) Carl C. Icahn issued a press release (a
copy of the press release is attached as Exhibit 5 hereto and is incorporated
herein in its entirety), indicating that his related companies are prepared to
initiate a tender offer for the shares of the Issuer (the "Icahn Offer"), (ii)
Longacre commenced legal actions referred to in the press release, and (iii) the
Registrants entered into negotiations with the Issuer with respect to the Icahn
Offer. On July 31, 2002, an affiliate of the Registrants entered into a
confidentiality agreement with the Issuer. On August 1, 2002, Carl C. Icahn
delivered a letter to the board of directors of the Issuer, which letter is
attached hereto as Exhibit 4 and incorporated herein in its entirety.
The Registrants have in the past had conversations with HX Investors
regarding HX Investors' tender offers, including the possibility of providing
equity or debt financing for those transactions. Those discussions did not lead
to any agreements or understandings.
The Registrants reserve the right, from time to time, to acquire additional
Shares and to dispose of the Shares.
Item 5. Interest in Securities of the Issuer
(a) As of the close of the business day on August 5, 2002, Registrants may
be deemed to beneficially own, in the aggregate, 42,411 Shares, representing
approximately 5.05% of the Issuer's outstanding Shares (based upon the 839,286
Shares stated to be outstanding as of July 3, 2002 by the Issuer in the Issuer's
Schedule 14D-9 filing, filed with the Securities and Exchange Commission on July
10, 2002).
(b) Longacre has sole voting power and sole dispositive power with respect
to the 42,411 Shares. Carl C. Icahn has shared voting power and shared
dispositive power with regard to the 42,411 Shares held by Longacre.
Mr. Icahn, by virtue of their relationships to Longacre (as disclosed in
Item 2), may be deemed to beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which Longacre directly beneficially owns. Mr.
Icahn disclaims beneficial ownership of the Shares held by Longacre for all
other purposes.
(c) The following table sets forth all transactions with respect to the
Shares effected during the past sixty (60) days by any of the Registrants. All
such transactions were effected in the open market, the table excludes
commissions paid.
No. of Shares Price
Name Date Purchased Per Share
Longacre 06/28/02 10,000 $43.50
Longacre 07/23/02 1,100 $50.3636
Longacre 07/24/02 3,700 $51.0338
Longacre 07/26/02 600 $51.30
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer.
Except as described herein, none of the Registrants has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited
to the transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Registrants.
2. Statement pursuant to Item 2(e).
3. Letter to the board of directors of the Issuer dated August 2, 2002.
4. Letter to the board of directors of the Issuer dated August 1, 2002.
5. Press Release dated July 29, 2002.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: August 5, 2002
LONGACRE CORP.
By: /s/Edward E. Mattner
Name: Edward E. Mattner
Title: President
/s/Carl C. Icahn
Carl C. Icahn
[Signature Page of Schedule 13D with respect to Shelbourne Properties I, Inc.]
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, $.01 par value, of Shelbourne Properties I, Inc.,
and further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filings. In evidence thereof, the undersigned, being duly authorized,
have executed this Joint Filing Agreement this 5th day of August, 2002.
LONGACRE CORP.
By: /s/Edward E. Mattner
Name: Edward E. Mattner
Title: President
/s/Carl C. Icahn
Carl C. Icahn
[Joint Filing Agreement for Schedule 13D with respect to
Shelbourne Properties I, Inc.]
Exhibit 2
On January 5, 2001, Reliance Group Holdings, Inc. ("Reliance") commenced an
action in the United States District Court for the Southern District of New York
against "Carl C. Icahn, Icahn Associates Corp. and High River Limited
Partnership" alleging that High River's tender offer for Reliance 9% senior
notes violated Section 14(e) of the Exchange Act. Reliance sought a temporary
restraining order and preliminary and permanent injunctive relief to prevent
defendants from purchasing the notes. The Court initially imposed a temporary
restraining order. Defendants then supplemented the tender offer disclosures.
The Court conducted a hearing on the disclosures and other matters raised by
Reliance. It then denied plaintiffs' motion for a preliminary injunction and
ordered dissolution of its temporary restraining order following dissemination
of the supplement.
Reliance took an immediate appeal to the United States Court of Appeals for
the Second Circuit and sought a stay to restrain defendants from purchasing
notes during the pendency of the appeal. On January 30, 2001, the Court of
Appeals denied plaintiff's stay application. On January 30, Reliance also sought
a further temporary restraining order from the District Court. The Court
considered the matter and reimposed its original restraint until noon the next
day, at which time the restraint was dissolved. The appeal was argued on March 9
and denied on March 22.
Exhibit 3
CARL C. ICAHN
767 FIFTH AVENUE
SUITE 4700
NEW YORK, NEW YORK 10153
August 2, 2002
The Boards of Directors of
Shelbourne Properties I, Inc.
Shelbourne Properties II, Inc.
Shelbourne Properties III, Inc.
527 Madison Avenue - 16th Floor
New York, New York 10022
Gentlemen:
We have been engaged in discussions contemplating that my affiliated
companies ("Purchaser"), enter into agreements with Shelbourne Properties I,
Inc., Shelbourne Properties II, Inc., and Shelbourne Properties III, Inc.
(collectively, the "Companies"), with respect to tender offers for shares of the
Companies and the liquidation of their assets.
You are hereby advised that we are prepared to complete the transaction as
we have proposed it to you at the purchase price for shares of the Companies as
set forth below:
Icahn
Purchase Price Number of Shares
HXD $63.15 251,785
HXE $73.85 268,444
HXF $58.30 236,631
We would also agree to add to the Stock Purchase Agreements the following
undertakings and covenants which you designated as significant:
1. The Equity Amount for each Company in the calculation of "Net Proceeds"
will be modified to equal the greater of (i) the current Equity Amount as set
forth in the Plan of Liquidation or (ii) the revised tender offer price in the
final Ashner offer multiplied by the current outstanding number of shares in
such Company.
2. Purchaser will agree not to acquire or have one of its affiliates
acquire any property of the Companies or support a sale of any property of a
Company to Northstar Capital Investment Company or its affiliates.
3. Purchaser's non-independent nominees to the Board of Directors of the
Companies will, subject to their fiduciary duties and existing obligations of
the Companies, support and recommend the implementation of the following
distribution policy for the Companies:
a. The Companies will make quarterly distributions of all operating
cash flow in excess of budgeted capital expenditures, anticipated
corporate expenses and a reserve of 2% of the current appraised value
of the applicable properties.
b. 80% of each Company's current excess net cash will be used to retire
existing debt and/or make a distribution to stockholders on or before
90 days following the election of nominees of Purchaser as directors of
such Company.
4. The Plans of Liquidation to be submitted for stockholder approval will
be drafted to provide that:
a. All excess refinancing proceeds, if any, will be distributed within
the earlier of 30 days following the quarter in which such refinancing
occurs or 90 days following the refinancing.
b. All net property sale proceeds, if any, will be distributed within
the earlier of 30 days following the quarter in which such refinancing
occurs or 90 days following the refinancing.
5. The Plans of Liquidation to be submitted for stockholder approval will
be drafted to provide that, unless otherwise approved by stockholders not
affiliated with Purchaser and so long as a majority of the Boards of Directors
consist of members nominated by Purchaser, or by persons nominated by such
nominees, the failure to observe the distribution policy set forth in Paragraph
4 above shall result in each of the following:
a. Permanent elimination of the Incentive Payment.
b. Elimination of any service fees payable to affiliates of Purchaser
by the Companies during the period in which the distribution was
delayed.
c. Elimination of any fees payable to directors (other than those of
objecting directors) of the Companies during the period in which the
distribution was delayed.
6. If prior to any date set forth below, stockholders shall not have
received aggregate distributions equal on a per share basis to:
By 12/31/04 By 12/31/05 By 12/31/06
Shelbourne Properties I, Inc. $16.00 $32.00 $48.00
Shelbourne Properties II, Inc. $18.66 $37.33 $56.00
Shelbourne Properties III, Inc. $14.66 $29.33 $44.00
then Purchaser will vote its shares at the next annual meeting of
stockholders following the first such failure for the applicable Company(ies) in
proportion to the stockholders not affiliated with Purchaser on all matters
properly brought before the meeting and the applicable Company(ies) will
endeavor to cause such meeting to be held not later than May 30, 2005; May 30,
2006 and May 30, 2007, as applicable.
7. If any of the Plans of Liquidation are not approved after being subject
to stockholder vote, subject to their fiduciary duty, the nominees of Purchaser
will use commercially reasonable efforts to market and sell the property located
at 568 Broadway, New York, New York and to distribute the proceeds therefrom
within the earlier of 30 days following the quarter in which such sale occurs or
90 days following the sale.
8. As a part of the Stock Purchase Agreement, I would agree that upon
payment of the break-up fee (up to the existing $1.5 million obligation) to the
Ashner group, I will reimburse the Companies for such amounts when paid.
If there are additional matters that should be addressed, or additional
matters raised in the bid by the Ashner group, please contact us so that we may
respond promptly.
Very truly yours,
/s/ Carl C. Icahn
Carl C. Icahn
Exhibit 4
CARL C. ICAHN
767 FIFTH AVENUE
SUITE 4700
NEW YORK, NEW YORK 10153
August 1, 2002
The Boards of Directors of
Shelbourne Properties I, Inc.
Shelbourne Properties II, Inc.
Shelbourne Properties III, Inc.
527 Madison Avenue - 16th Floor
New York, NY 10022
Gentlemen:
We have been engaged in discussions contemplating that Cove Acquisition I,
LLC, one of my affiliated companies, enter into agreements with Shelbourne
Properties I, Inc., Shelbourne Properties II, Inc., and Shelbourne Properties
III, Inc. (collectively, the "Companies"), with respect to tender offers for
shares of the Companies and the liquidation of their assets. As of early this
morning, those discussions had reached an advanced stage, with documentation
nearly completed. By mid-morning, however, we were advised that the Companies
had received a letter from HX Investors, L.P., an affiliate of Michael Ashner,
regarding improved terms to their earlier bid.
You are hereby advised that we are prepared to complete the transaction as
we have proposed it to you and to increase the purchase price for shares of the
Companies by 7% over the Ashner bid as follows:
Icahn Ashner
Purchase Price Purchase Price Number of Shares
HXD $63.15 $59.00 251,785
HXE $73.85 $69.00 268,444
HXF $58.30 $54.50 236,631
This proposal is conditional upon execution and delivery of acceptable
agreements prior to 3:00 P.M. tomorrow, Friday, August 2, 2002.
Very truly yours,
/s/ Carl C. Icahn
Carl C. Icahn
Exhibit 5
Icahn Led Group to Make Tender Offer
For Shares of Shelbourne Properties I, II and III.
Price Exceeds HX Investor's Prior Offer by 10%;
Reduces Liquidation Costs.
New York, NY, July 29, 2002 - Investor Carl C. Icahn today announced that
his related companies, together with outside investors, are prepared to initiate
competing tender offers (the "Icahn Offers") for shares of Shelbourne Properties
I, Inc. (AMEX: HXD), Shelbourne Properties II, Inc. (AMEX: HXE) and Shelbourne
Properties III, Inc. (AMEX: HXF) (collectively the "Companies"), as follows:
Icahn Ashner
Purchase Price Purchase Price Number of Shares
HXD $58.30 $53 251,785
HXE $68.20 $62 268,444
HXF $53.90 $49 236,631
Mr. Icahn noted that the prices represent premiums of approximately 10%
over the share prices specified in the tender an offers previously announced by
HX Investors, L.P., a company affiliated with Michael L. Ashner (the "Ashner
Offers"). In order to preserve REIT status, the Icahn Offers will be structured
in a manner to assure that no individual exceeds 8% beneficial ownership of each
Company.
The Icahn Offers will be on the same terms and conditions as the Ashner
Offers and will contemplate that the Companies and their affiliates will enter
into agreements substantially similar to those entered into with HX Investors,
L.P. and its affiliates, including the grant by the Companies of similar
approvals, waivers and consents. However, rather than the charge of 25% of
liquidation proceeds included in the HX Investors deal, Icahn indicated that he
would accept a reduced amount of 15% which would be structured in a manner to
comply with legal requirements applicable to REITs. In that regard, an affiliate
of Mr. Icahn is today commencing legal actions challenging the legality of the
Ashner Offers, which include allegations concerning the effects that the Ashner
Offers and the related 25% liquidation charge may have on the REIT status of the
Companies and the after-tax proceeds available to shareholders and the adequacy
of the disclosures set forth in the Ashners Offers. The Icahn Offers will not be
subject to financing.
Mr. Icahn indicated that his affiliates are prepared to meet immediately
with the Companies to complete any necessary documentation. Mr. Icahn stated "I
believe that the Shelbourne Board agreed to a deal that does not provide
sufficient value to shareholders. The strength of that belief is reflected in my
willingness to increase the tender price by 10% above the Ashner Offers approved
by the Board and to reduce the liquidation cost. I call on the members of the
Shelbourne Board of Directors to act promptly to facilitate the completion of
this bid. The Board of Directors should also carefully review the allegations
set forth in the litigation being commenced today when considering, as they
must, the best interests of shareholders."
The Icahn Offers will be conditioned on the termination of the Stock
Purchase Agreements dated as of July 1, 2002 between, among others, the
Companies and HX Investors in accordance with their terms and on the designees
of HX Investors not being appointed to the Board of Directors of the Companies.
Upon the commencement of any tender offer, the bidders will file a tender
offer statement with the Securities and Exchange Commission. That statement will
contain important information about the tender offer and should be read by
security holders. In that event, security holders will be able to obtain at no
charge (i) the tender offer statement and other documents when they become
available on the Securities and Exchange Commission's website at
http://www.sec.gov and (ii) the offer to purchase, the letter of transmittal and
the notice of guaranteed delivery from the information agent for the tender
offer.
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# # # # Contact: Susan Gordon: 212-702-4309