UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
SHELBOURNE PROPERTIES III, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
82137E103
(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 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 ss.ss. 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. 82137E103
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
45,438
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
45,438
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,438
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.76%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 82137E103
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
45,438
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
45,438
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,438
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.76%
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 III, 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 7,038 Shares as a result of the conversion on April
17, 2001 of the units of Integrated Resources High Equity Partners, L.P.-Series
88, held by Longacre into the shares of the Issuer, in connection with the
merger of Integrated Resources High Equity Partners, L.P.-Series 88 with and
into the Issuer. As of August 1, 2002, the aggregate purchase price of the
45,438 Shares (including the Shares held as a result of the foregoing
conversion) purchased by Longacre was $1,701,740 (including commissions). The
source of funding for the purchase of these Shares was general working capital
of Longacre.
Item 4. Purpose of Transaction
On July 29, 2002, (i) Carl C. Icahn issued a press release (a copy of the
press release is filed as Exhibit 3 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. 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 1, 2002, Registrants may
be deemed to beneficially own, in the aggregate, 45,438 Shares, representing
approximately 5.76% of the Issuer's outstanding Shares (based upon the 788,772
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 45,438 Shares. Carl C. Icahn has shared voting power and shared
dispositive power with regard to the 45,438 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 07/23/02 1,000 $47.80
Longacre 07/24/02 3,600 $48.00
Longacre 07/25/02 1,600 $48.075
Longacre 07/26/02 500 $48.10
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. 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 1, 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 III, 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 III, 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 1st 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 III, 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
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