SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE TO
(Rule 14D-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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SHELBOURNE PROPERTIES II, INC.
(Name of Subject Company (Issuer))
Carl C. Icahn
(Names of Filing Persons (Offerors))
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
821374105
(CUSIP Number of Class of Securities)
Keith L. Schaitkin, Esq.
Associate General Counsel
Legal Department,
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4350
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Filing Persons)
CALCULATION OF FILING FEE
Transaction Valuation: Not applicable Amount of Filing Fee: Not applicable
// Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount previously paid: Not applicable Filing Party: Not applicable
Form or registration no.: Not applicable Date Filed: Not applicable
/X/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
On August 1, 2002, Carl C. Icahn delivered a letter to the board of
directors of the Issuer, a copy of which is attached hereto as Exhibit 1 and
incorporated herein in its entirety.
IMPORTANT INFORMATION: REGISTRANTS HAVE NOT YET COMMENCED THE TENDER OFFER
REFERRED TO IN THIS STATEMENT. UPON THE COMMENCEMENT OF ANY TENDER OFFER,
REGISTRANTS 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. IF A TENDER OFFER IS COMMENCED,
ONE 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.
EXHIBIT 1
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