UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
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)
August 1, 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
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 1, 2002, 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 4. Purpose of Transaction
The Registrants are considering their response, if any, to the announcement
made by HX Investors, L.P. today regarding modifications to HX Investors' tender
offer for the Shares. 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, and may have similar
conversations in the future. Those discussions have not led to any agreements or
understandings and there can be no assurance that additional discussions will
occur or that any agreements or understandings will be reached.
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.
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 Amendment No. 1 to Schedule 13D
with respect to Shelbourne Properties III, Inc.]