================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------- AMENDMENT NO. 2 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT Under SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------- SHELBOURNE PROPERTIES I, INC. (Name of subject company) SHELBOURNE PROPERTIES I, INC. (Name of person filing statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Including the associated preferred share purchase rights) (Title of class of securities) 821373107 (CUSIP Number of class of securities) Richard J. McCready c/o First Winthrop Corporation 7 Bulfinch Place, Suite 500 Boston, MA 02114 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the person filing statement) Copy to: Peter D. Lyons Christa A. D'Alimonte Shearman & Sterling 599 Lexington Avenue New York, New York 10022 (212) 848-4000 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ================================================================================ This Amendment No. 2 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the "SEC") on July 10, 2002 by Shelbourne Properties I, Inc., a Delaware corporation (the "Company"), and Amendment No. 1 to Schedule 14D-9 filed with the SEC on July 12, 2002 by the Company (collectively, the "Schedule 14D-9"), relating to the tender offer by HX Investors, L.P., a Delaware limited partnership (the "Purchaser"), to purchase up to 251,785 issued and outstanding shares of common stock, par value $0.01 per share, of the Company, at a purchase price of $53.00 per share, in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 5, 2002 and in the related Letter of Transmittal, as each may be supplemented or amended from time to time (which together constitute the "Offer"). The Offer is described in a Tender Offer Statement on Schedule TO, as amended or supplemented from time to time, filed by the Purchaser with the SEC on July 5, 2002. The information in the Schedule 14D-9 is hereby expressly incorporated by reference, except as otherwise set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Schedule 14D-9. Item 8. Additional Information A copy of the letter sent to the Purchaser by the Company, Shelbourne Properties II, Inc. and Shelbourne Properties III, Inc. on July 30, 2002 with respect to certain discussions between the Company, Shelbourne Properties II, Inc., Shelbourne Properties III, Inc. and their representatives, and Carl C. Icahn and his representatives is attached hereto as Exhibit (a)(7) and incorporated herein by reference. Item 9. Exhibits The following Exhibit is filed herewith: Exhibit No. Description (a)(7) Letter sent to the Purchaser by the Company, Shelbourne Properties II, Inc. and Shelbourne Properties III, Inc. on July 30, 2002 with respect to certain discussions between the Company, Shelbourne Properties II, Inc., Shelbourne Properties III, Inc. and their representatives, and Carl C. Icahn and his representatives. SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. SHELBOURNE PROPERTIES I, INC. By: /s/ Richard J. McCready ----------------------- Richard J. McCready Secretary Dated: July 30, 2002 EXHIBIT (a)(7) Shelbourne Properties I, Inc. Shelbourne Properties II, Inc. Shelbourne Properties III, Inc. July 30, 2002 BY FACSIMILE AND FEDERAL EXPRESS -------------------------------- HX Investors, L.P. 100 Jericho Quadrangle, Suite 214 Jericho, NY 11753 Attn: Michael L. Ashner Notice of Discussions Dear Mr. Ashner: We note the press release by Carl C. Icahn, dated July 29, 2002, announcing that his related companies, together with outside investors, are prepared to initiate competing tender offers (the "Icahn Proposals") with respect to each of Shelbourne Properties I, Inc., Shelbourne Properties II, Inc. and Shelbourne Properties III, Inc. (collectively, the "Companies"). Please be advised that, pursuant to Section 6.05 of each of the Stock Purchase Agreements dated as of July 1, 2002 among HX Investors, L.P., Exeter Capital Corporation and each of the Companies, the Companies and their representatives are engaging in discussions with Mr. Icahn and his representatives with respect to the Icahn Proposals. SHELBOURNE PROPERTIES I, INC. ------------------------------ By: Richard J. McCready, Secretary SHELBOURNE PROPERTIES II, INC. ------------------------------ By: Richard J. McCready, Secretary SHELBOURNE PROPERTIES III, INC. ------------------------------ By: Richard J. McCready, Secretary cc: Justin P. Klein Stephen J. Kastenberg