UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
August 23, 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
7,297
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,297
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,297
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.87%
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
7,297
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,297
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,297
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.87%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D, which was filed with the Securities
and Exchange Commission (the "SEC") on August 5, 2002, 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 5. Interest in Securities of the Issuer
(a) As of the close of the business day on September 4, 2002, Registrants
may be deemed to beneficially own, in the aggregate, 7,297 Shares, representing
approximately 0.87% 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 7,297 Shares. Carl C. Icahn has shared voting power and shared
dispositive power with regard to the 7,297 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 by any of the Registrants since August 5, 2002. All such
transactions were effected by tendering the Shares in the tender offer for the
Shares made by HX Investors, L.P.
No. of Shares Price
Name Date Sold Per Share
Longacre 08/23/02 35,114 $63.15
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: September 4, 2002
LONGACRE CORP.
By: /s/Edward E. Mattner
Name: Edward E. Mattner
Title: President
/s/Carl C. Icahn
Carl C. Icahn
[Signature Page of Amendment No. 1 to Schedule 13D with respect to Shelbourne
Properties I, Inc.]