Shelbourne Properties III, Inc. Announces Entering Into of a Liquidating Trust Effective on or About April 16, 2004
2004年3月19日 - 7:09AM
PRニュース・ワイアー (英語)
Shelbourne Properties III, Inc. Announces Entering Into of a
Liquidating Trust Effective on or About April 16, 2004 BOSTON,
March 18 /PRNewswire-FirstCall/ -- Shelbourne Properties III, Inc.
(the "Company") today announced that, in accordance with the Plan
of Liquidation previously approved by the Company's stockholders,
the Company intends to enter into a liquidating trust agreement
(the "Trust Agreement") on or about April 16, 2004, for the purpose
of winding up the Company's affairs and liquidating its assets. It
is currently anticipated that, on or about April 16, 2004, the
Company will transfer its then remaining assets to the Trustee (as
defined below) of the Shelbourne III Liquidating Trust (the
"Liquidating Trust"). The Liquidating Trust will also assume the
Company's then remaining liabilities. April 15, 2004 (the "Record
Date") will be the last day of trading of the Company's common
stock on the American Stock Exchange, and the Company's stock
transfer books will be closed as of the close of business on such
date. The transfer of assets by the Company, and the assumption of
liabilities by the Liquidating Trust, will not cover the Company's
interest in a group of properties net leased to an affiliate of
Accor S.A. since the Company has no economic interest in these
properties. Under the terms of the proposed Trust Agreement, on
April 16, 2004, each stockholder of the Company on the Record Date
(each, a "beneficiary") automatically will become the holder of one
unit of beneficial interest ("Unit") in the Liquidating Trust for
each share of the Company's common stock then held of record by
such stockholder. In addition, the holder of Class B Units in the
Company's operating partnership will receive 15% of the aggregate
Units in the Liquidating Trust in lieu of such holder's current
entitlement, pursuant to the Company's Plan of Liquidation, to 15%
of all distributions made by the Company. After April 16, 2004, all
outstanding shares of the Company's common stock will be deemed
cancelled, and the rights of beneficiaries in their Units will not
be represented by any form of certificate or other instrument.
Stockholders of the Company on the Record Date will not be required
to take any action to receive their Units. The Trustee will
maintain a record of the name and address of each beneficiary and
such beneficiary's aggregate Units in the Liquidating Trust.
Subject to certain exceptions related to transfer by will,
intestate succession or operation of law, the Units will not be
transferable, nor will a beneficiary have authority or power to
sell or in any other manner dispose of any Units. It is currently
contemplated that the initial trustee (the "Trustee") of the
Liquidating Trust will be Arthur N. Queler. Successor trustees may
be appointed to administer the Liquidating Trust in accordance with
the terms of the Liquidating Trust Agreement. It is expected that
from time to time the Liquidating Trust will make distributions of
its assets to beneficiaries, but only to the extent that such
assets will not be needed to provide for the liabilities (including
contingent liabilities) assumed by the Liquidating Trust. No
assurances can be given as to the amount or timing of any
distributions by the Liquidating Trust. For federal income tax
purposes, on April 16, 2004, each stockholder of the Company on the
Record Date will be deemed to have received a pro rata share of the
assets of the Company to be transferred to the Liquidating Trust,
subject to such stockholder's pro rata share of the liabilities of
the Company assumed by the Liquidating Trust. Accordingly, on April
16, 2004 each stockholder will recognize gain or loss in an amount
equal to the difference between (x) the fair market value of such
stockholder's pro rata share of the assets of the Company that are
transferred to the Liquidating Trust, subject to such stockholder's
pro rata share of the liabilities of the Company that are assumed
by the Liquidating Trust, and (y) such stockholder's adjusted tax
basis in the shares of the Company's common stock held by such
stockholder on the Record Date. The Liquidating Trust is intended
to qualify as a "liquidating trust" for federal income tax
purposes. As such, the Liquidating Trust will be a complete
pass-through entity for federal income tax purposes and,
accordingly, will not itself be subject to federal income tax.
Instead, each beneficiary will take into account in computing its
taxable income, its pro rata share of each item of income, gain,
loss and deduction of the Liquidating Trust, regardless of the
amount or timing of distributions made by the Liquidating Trust to
beneficiaries. Distributions, if any, by the Liquidating Trust to
beneficiaries generally will not be taxable to such beneficiaries.
The Trustee will furnish to beneficiaries of the Liquidating Trust
a statement of their pro rata share of the assets transferred by
the Company to the Liquidating Trust, less their pro rata share of
the Company's liabilities assumed by the Liquidating Trust. On a
yearly basis, the Trustee also will furnish to beneficiaries a
statement of their pro rata share of the items of income, gain,
loss, deduction and credit (if any) of the Liquidating Trust to be
included on their tax returns. Stockholders of the Company are
urged to consult with their tax advisers as to the tax consequences
to them of the establishment and operation of, and distributions,
if any, by, the Liquidating Trust. This press release contains
forward-looking statements that predict or indicate future events
that do not relate to historical matters. There are a number of
important factors that could cause actual events to differ
materially from those indicated by such forward-looking statements.
These factors include, but are not limited to, the following: the
Liquidating Trust may be unable to consummate sale transactions
with respect to some of its assets or such sales may be materially
delayed; and the Liquidating Trust may not be able to complete the
liquidationin a timely manner or realize proceeds from the sales of
assets in amounts that will enable it to provide liquidating
distributions to beneficiaries. You should also read the risk
factors that are discussed on periodic reports filed with the
Securities and Exchange Commission, including the risk factors that
are contained in our Form 10-K for the year ended December 31,
2002, and, when available, our Form 10-K for the year ended
December 31, 2003. You should be aware that the risk factors
contained in that Form 10-K may not be exhaustive. Therefore, we
recommend that you read the information in that Form 10-K together
with other reports and documents that we file with the SEC from
time to time, including our Forms 10-Q and 8-K, which may
supplement, modify, supersede or update those risk factors. The
Company assumes no obligation to update the forward-looking
statements included in this press release. However, if the board of
directors of the Company should determine to extend the Record
Datebeyond April 15, 2004, the Company will issue a press release
announcing such date. Further questions with respect to the
foregoing may be addressed to Carolyn Tiffany at (617) 570-4600.
DATASOURCE: Shelbourne Properties III, Inc. CONTACT: Carolyn
Tiffany, Chief Operating Officer of Shelbourne Properties III,
Inc., +1-617-570-4600
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