-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, StsbHd4ucbcrB2vJc0wYgOr1P8uaSPmithSBLaJQ9PxpwduTTEW3KQcI7L6VsJIb tL5gUOXaABGCml85XPPU0Q== 0000893838-06-000127.txt : 20060810 0000893838-06-000127.hdr.sgml : 20060810 20060810113351 ACCESSION NUMBER: 0000893838-06-000127 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060810 DATE AS OF CHANGE: 20060810 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIZELER PROPERTY INVESTORS INC CENTRAL INDEX KEY: 0000805419 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 721082589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38038 FILM NUMBER: 061020108 BUSINESS ADDRESS: STREET 1: 2542 WILLIAMS BLVD CITY: KENNER STATE: LA ZIP: 70062 BUSINESS PHONE: 5044716200 MAIL ADDRESS: STREET 1: 2542 WILLIAMS BLVD CITY: KENNER STATE: LA ZIP: 70062 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REVENUE PROPERTIES CO LTD CENTRAL INDEX KEY: 0000083509 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 55 CITY CENTRE DRIVE, SUITE 800 CITY: MISSISSAUGA STATE: A6 ZIP: L5B 1M3 BUSINESS PHONE: 905-281-3800 MAIL ADDRESS: STREET 1: 55 CITY CENTRE DRIVE, SUITE 800 CITY: MISSISSAUGA STATE: A6 ZIP: L5B 1M3 SC 13D/A 1 rpcl13dam2080906.txt SC 13D/A NO. 2 - SIZELER PROPERTY INVESTORS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sizeler Property Investors, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 830137-10-5 (CUSIP Number of Class of Securities) K. (Rai) Sahi Morguard Corporation 55 City Centre Drive, Suite 1000 Mississauga, ON L5B 1M3 (905) 281-4800 Paul Miatello Revenue Properties Company Limited 55 City Centre Drive, Suite 800 Mississauga, ON L5B 1M3 (905) 281-3800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 7, 2006 (Date of Event which Requires Filing Statement on Schedule 13D) 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 purposes 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). (Continued on following pages) Schedule 13D CUSIP No. 830137-10-5 - --------- ---------------------------------------------------------------------- (1) Name of Reporting Person: Revenue Properties (U.S.) Inc. 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, BK - --------- ---------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): |_| - --------- ---------------------------------------------------------------------- (6) Citizenship or Place of Organization: Delaware - -------------------- ----------------- ----------------------------------------- Number of (7) Sole Voting Power: Shares Beneficially ----------------- ----------------------------------------- (8) Shared Voting Power: Owned by 2,123,600 ----------------- ----------------------------------------- Each (9) Sole Dispositive Power: Reporting ----------------- ----------------------------------------- (10) Shared Dispositive Power: Person With 2,123,600 - --------- ---------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,123,600 - --------- ---------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: |_| - --------- ---------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11): 9.9% - --------- ---------------------------------------------------------------------- (14) Type of Reporting Person: CO - --------- ---------------------------------------------------------------------- Schedule 13D CUSIP No. 830137-10-5 - --------- ---------------------------------------------------------------------- (1) Name of Reporting Person: Revenue Properties Company Limited 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: OO - --------- ---------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): |_| - --------- ---------------------------------------------------------------------- (6) Citizenship or Place of Organization: Ontario - -------------------- ----------------- ----------------------------------------- Number of (7) Sole Voting Power: Shares Beneficially ----------------- ----------------------------------------- (8) Shared Voting Power: Owned by 2,123,600 ----------------- ----------------------------------------- Each (9) Sole Dispositive Power: Reporting ----------------- ----------------------------------------- (10) Shared Dispositive Power: Person With 2,123,600 - --------- ---------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,123,600 - --------- ---------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: |_| - --------- ---------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11): 9.9% - --------- ---------------------------------------------------------------------- (14) Type of Reporting Person: CO - --------- ---------------------------------------------------------------------- Schedule 13D CUSIP No. 830137-10-5 - --------- ---------------------------------------------------------------------- (1) Name of Reporting Person: Morguard Corporation 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: OO - --------- ---------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): |_| - --------- ---------------------------------------------------------------------- (6) Citizenship or Place of Organization: Canada - -------------------- ----------------- ----------------------------------------- Number of (7) Sole Voting Power: Shares Beneficially ----------------- ----------------------------------------- (8) Shared Voting Power: Owned by 2,123,600 ----------------- ----------------------------------------- Each (9) Sole Dispositive Power: Reporting ----------------- ----------------------------------------- (10) Shared Dispositive Power: Person With 2,123,600 - -------------------- ----------------- ----------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,123,600 - --------- ---------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: |_| - --------- ---------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11): 9.9% - --------- ---------------------------------------------------------------------- (14) Type of Reporting Person: CO - --------- ---------------------------------------------------------------------- Item 1. Security and Issuer This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D initially filed by the Reporting Persons on December 19, 2005, as amended by Amendment No. 1 filed on March 14, 2006 (the "Statement"). Information reported in the Statement remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used and not defined in this Amendment No. 2 shall have the meanings set forth in the Statement. Item 2. Identity and Background Item 2 of the Statement is hereby amended and supplemented as follows: Information with respect to the directors and executive officers of the Reporting Persons set forth in Annex A to the Statement is hereby amended and restated in its entirety as set forth in Annex A to this Amendment No. 2 and is incorporated herein by reference. Item 4. Purpose of Transaction Item 2 of the Statement is hereby amended and supplemented as follows: On August 7, 2006, RPCL and the Company entered into a letter of intent (the "LOI") for a proposed transaction pursuant to which RPUS or one of its affiliates, subject to the terms and conditions set out in the LOI, would purchase for cash all of the Company's Common Stock on a fully diluted basis (the "Transaction"). The estimated consideration payable to the Company's shareholders on a fully diluted basis will be approximately $324 million and approximately $96.6 million (estimated as of June 30, 2006) of existing Company liabilities will be assumed or paid off by RPUS or one of its affiliates. The Transaction is subject to the execution of a mutually acceptable definitive merger agreement, which the parties will seek to execute on or before August 17, 2006 (the "Merger Agreement"). The closing of the Transaction will be subject to approval by the Company's shareholders and other customary closing conditions. The closing of the Transaction will not be subject to any financing condition. There can be no assurance that a Merger Agreement can or will be signed or that a Transaction can or will be completed. The LOI restricts the Company and its subsidiaries and their respective directors, officers, employees, stockholders, financial advisors, lawyers, accountants or other retained representatives, for the period of negotiation of the Merger Agreement, from soliciting or engaging in discussions or negotiations with any other person, or furnishing any other person with information relating to among other things, any share acquisition, merger or other transaction the conclusion of which could reasonably be expected to impede, interfere with, prevent or materially delay the conclusion of the Transaction (a "Competing Transaction"). The Company is required to terminate any discussions or negotiations with any other person regarding a Competing Transaction and is required to notify RPCL promptly if any proposal regarding a Competing Transaction is made. The LOI, filed as Exhibit 2 to this Amendment No. 2, and the press release issued by the Reporting Persons on August 8, 2006, filed as Exhibit 3 to this Amendment No. 2, are each incorporated herein by reference. As a result of the consummation of the merger, the securities of the Company will be delisted from the New York Stock Exchange and termination of registration pursuant to Rule 12g-4 of the Exchange Act shall occur. Except as set forth above, the Reporting Persons have no plans or proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer Item 5 of the Statement is hereby amended and restated in its entirety as follows: (a) The Reporting Persons beneficially own, within the meaning of Rule 13d-3 under the Act, 2,123,600 shares of Common Stock. The Common Stock owned by the Reporting Persons constitute approximately 9.9% of the Common Stock outstanding (computed on the basis of 21,445,440 shares of Common Stock outstanding as at May 1, 2006, based on information contained in the Company's quarterly report on Form 10-Q filed on May 10, 2006). To the Reporting Persons' knowledge, except as set forth in Annex A to the Statement, other persons named in Item 2 do not beneficially own, within the meaning of Rule 13d-3 under the Act, any shares of Common Stock. (b) RPCL and Morguard may be deemed to share voting and dispositive power over 2,123,600 shares of Common Stock, which represents 9.9% of the outstanding Common Stock. (c) The trading dates, numbers of shares of Common Stock acquired and the prices per share for all transactions related to shares of Common Stock by the persons named in Item 2 for the last sixty (60) days are set forth in Annex B hereto and are incorporated herein by reference. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer Letter of Intent between RPCL and the Company. See Item 4 of this Amendment No. 2 which is incorporated herein by reference. Item 7. Material to Be Filed as Exhibits Exhibit 1 Joint Filing Agreement* Exhibit 2 Letter of Intent dated August 7, 2006 Exhibit 3 Press release dated August 8, 2006. * Previously filed on March 14, 2006 with Amendment No. 1 to the original Statement on Schedule 13D. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 9, 2006 MORGUARD CORPORATION By: /s/ Beverley G. Flynn -------------------------------------- Name: Beverley G. Flynn Title: Secretary REVENUE PROPERTIES COMPANY LIMITED By: /s/ Paul Miatello -------------------------------------- Name: Paul Miatello Title: C.F.O. REVENUE PROPERTIES (U.S.) INC. By: /s/ Paul Miatello -------------------------------------- Name: Paul Miatello Title: Vice President ANNEX A Unless otherwise indicated, the business address of the directors and executive officers of RPUS and RPCL is 55 City Centre Drive, Suite 800, Mississauga, ON L5B 1M3 and each occupation set forth opposite such person's name refers to employment with RPUS or RPCL, as the case may be. Unless otherwise indicated, the business address of the directors and executive officers of Morguard Corporation is 55 City Centre Drive, Suite 1000, Mississauga, ON L5B 1M3 and each occupation set forth opposite such person's name refers to employment with Morguard. To the knowledge of the Reporting Persons, none of their respective directors or executive officers has been convicted in a criminal proceeding or was or is subject to a civil judgment of the type described in clauses (d) or (e) of Item 2 of the Statement. Each of the directors and officers of the Reporting Persons is a citizen of Canada. Directors of Revenue Property (U.S.) Inc..
Number of shares of Occupation and Common Stock Name Business Address Beneficially Owned - ---- ---------------- ------------------ Paul Miatello Chief Financial Officer, Secretary of RPCL --- Executive Officers of Revenue Properties (U.S.) Inc. - ---------------------------------------------------- Number of shares of Occupation and Common Stock Name Business Address Beneficially Owned - ---- ---------------- ------------------ Paul Miatello Chief Financial Officer, Secretary of RPCL --- Directors of Revenue Properties Company Limited - ----------------------------------------------- Number of shares of Occupation and Common Stock Name Business Address Beneficially Owned - ---- ---------------- ------------------ David A. King President, David King Corporation --- 1 University Avenue, Suite 1400, Toronto, ON M5J 2P1 Wayne P.E. Mang President, Mang Enterprises --- 1527 Bayshire Drive, Oakville, ON L6H 6E5 K. (Rai) Sahi Chairman and Chief Executive Officer, --- Morguard Bruce S. Simmonds Chief Executive Officer, --- Minacs Worldwide Inc. 180 Duncan Mill Road, Toronto, ON M3B 1Z6 Jack Winberg Chief Executive Officer, The Rockport Group 1,000 Suite 307, 170 The Donway West, Toronto, ON M3C 2G3 Executive Officers of Revenue Properties Company Limited - -------------------------------------------------------- Number of shares of Occupation and Common Stock Name Business Address Beneficially Owned - ---- ---------------- ------------------ K. (Rai) Sahi Chairman --- Frank Munsters Vice President --- Paul Miatello Chief Financial Officer and Secretary --- Directors of Morguard Corporation - --------------------------------- Number of shares of Occupation and Common Stock Name Business Address Beneficially Owned - ---- ---------------- ------------------ David A. King President, David King Corporation --- 1 University Avenue, Suite 1400, Toronto, ON M5J 2P1 Wayne M.E. McLeod Consultant --- 2 Sagewood Drive, Toronto, ON M3B 1T4 K. (Rai) Sahi(1) Chairman and Chief Executive Officer, Morguard --- David J. Thomson Corporate Director --- 33 Delisle Avenue, Toronto, ON M4V 3C7 ______________________ (1) Mr. Sahi indirectly owns or exercises control over common shares representing approximately 44% of the outstanding common shares of Morguard. Paul A. Pearson Managing Principal --- Pearson Partners Inc. 610 Fifth Avenue New York, New York 10020 Timothy John Murphy Lawyer --- 104 Riverdale Avenue Toronto Ontario M4K 1C3 Executive Officers of Morguard Corporation - ------------------------------------------ Number of shares of Occupation and Common Stock Name Business Address Beneficially Owned - ---- ---------------- ------------------ K. (Rai) Sahi Chairman and Chief Executive Officer --- Donald W. Turple Vice President and Chief Financial Officer --- Stephen Taylor President and Chief Operating Officer, --- Morguard Investments Limited Frank Munsters Vice President, Credit and Banking --- Paul Miatello Vice President, Finance --- Beverley G. Flynn General Counsel and Secretary ---
ANNEX B The following transactions were effected by the persons named in Item 2 during the past sixty (60) days in open market transactions: Bruce S. Simmonds - ----------------- Shares of Date of Transaction Sale/Purchase Common Price Per Share - ------------------- ------------- Stock --------------- ----- July 24, 2006 Sale 1,000 15.42 July 20, 2006 Sale 1,000 15.40 July 20, 2006 Sale 500 15.31 July 20, 2006 Sale 500 15.34 (average) 100 at 15.31 400 at 15.35 July 20, 2006 Sale 1,000 15.31 July 20, 2006 Sale 500 15.30 July 17, 2006 Sale 500 14.58 July 17, 2006 Sale 500 14.57 July 17, 2006 Sale 500 14.53 July 17, 2006 Sale 500 14.55 July 17, 2006 Sale 1,000 14.40 EXHIBIT INDEX Exhibit 1 Joint Filing Agreement* Exhibit 2 Letter of Intent dated August 7, 2006 Exhibit 3 Press Release dated August 8, 2006 * Previously filed on March 14, 2006 with Amendment No. 1 to the original Statement on Schedule 13D. EX-99 2 rpcl13dam2ex2.txt EXHIBIT 2 EXHIBIT 2 MorGuard | REVENUE PROPERTIES August 7, 2006 SIZELER PROPERTY INVESTORS, INC. 2542 WILLIAMS BOULEVARD KENNER, LA 70062 USA C/O WACHOVIA SECURITIES 375 PARK AVENUE 6TH FLOOR NEW YORK, NEW YORK 10152 UNITED STATES OF AMERICA ATTENTION: VARTAN AZNAVOORIAN, DIRECTOR - M&A Ladies and Gentlemen: Re: MERGER PROPOSAL Project Soultrane: 100% Common Equity Share Acquisition, New Orleans, U.S.A Revenue Properties Company Limited and/or its related and affiliated investors and companies ("Buyer") propose the following terms and conditions for the acquisition of all of the shares of common stock of Sizeler Property Investors, Inc. (the "Company") (the "Transaction") based on and subject to the following terms and conditions: 1. The Transaction: The Transaction proposed is defined as an acquisition of 100% of the outstanding shares of the Company's common shares and common share equivalents (the "Shares") pursuant to a definitive agreement and plan of merger. Buyer has previously delivered to the Company its proposed form of agreement and plan of merger (the "Merger Agreement"). Subject to the terms of this Letter of Intent, Buyer is willing to execute the Merger Agreement delivered by Buyer, but Buyer understands that the Merger Agreement shall be subject to further negotiation. 2. Purchase Price: Consideration of $15.10 per Share in cash (the "Purchase Price") to be paid upon the closing of the Transaction. 3. Consideration: Buyer estimates that the aggregate consideration payable by Buyer to the holders of the Shares will be approximately $324 million, which is based on the approximately 21.456 million Shares outstanding, plus (a) options to be exercised prior to closing of the Transaction or cashed-out in connection with the closing of the Transaction (including 150,000 options granted in January 2006 that are subject to stockholder approval) and (b) restricted stock that will vest in connection with the closing of the Transaction. In addition, the existing liabilities of the Company will be assumed or paid off by Buyer (estimated at $95.620 million at June 30, 2006). The parties understand that Buyer has assumed that it will receive a "step up" in the tax basis of the Company's assets for U.S. federal income tax purposes (and that Buyer will be able to obtain this result with the Company as the surviving entity in the Transaction). The Transaction is not subject to any financing contingency. Buyer will finance the consideration payable in the Transaction through a mix of existing equity and available debt capital, and, if required, additional capital available from its parent company, Morguard Corporation. Revenue Property Companies Limited is a publicly-listed (TSX:RPC) real estate owner-operator property company with investment and operating interests having a gross book value in excess of CDN$260 million. Morguard Corporation, a publicly-listed (TSX:MRC) real estate and property management company with CDN$6 billion of assets under ownership, control or management, owns 68% of the common equity in Buyer. 4. Buying Entity: Upon notice that Buyer is the successful bidder, Revenue Properties (US) Inc., a wholly owned direct subsidiary of Revenue Properties Company Limited, will incorporate a wholly owned subsidiary in the State of Maryland as the merger subsidiary. The Company will be the surviving entity in the Transaction. 5.Definitive Agreement: Buyer and the Company will seek to execute and deliver the Merger Agreement no later than 5:00 p.m., Eastern time, on August 17, 2006 (the "Negotiation Period"). 6. Buyer Conditions: A binding agreement among the parties will exist only upon execution of the Merger Agreement. The Merger Agreement will supersede this and all other agreements and understandings between the parties immediately upon its execution. Buyer would expect to be in a position to enter into Merger Agreement upon (i) confirmation of no material adverse change in the financial condition of the Company as disclosed and (ii) Buyer's review of disclosure schedules to be incorporated into the Merger Agreement. Buyer has reported on its draft conclusions through its management to its senior officers and its board of directors and those of its majority shareholder, Morguard Corporation. The Buyer's execution of this letter of Intent has been approved by the board of directors of Buyer. 7. Due Diligence: Buyer confirms that, with the exception of disclosure schedules forming part of the Merger Agreement, required due diligence regarding this Transaction has been completed. However, Buyer expects that the Company will advise of any changes likely to be material to Buyer not discussed at the offices of the Company or otherwise disclosed during Buyer's due diligence. 8. Operational, Buyer intends to maintain corporate operating status quo Employee and at the Company for the foreseeable future. Management Plan: 9. Exclusivity: During the Negotiation Period, the Company will not, nor will it permit any of its subsidiaries to, nor shall it authorize or permit any of its or its subsidiaries' respective directors, officers, employees or stockholders, nor any financial advisor, lawyer, accountant or other representative retained by the Company or any subsidiaries to, directly or indirectly, solicit, initiate, facilitate or encourage, engage in discussions or negotiations with any other person, or furnish to any other person any information concerning, (i) an acquisition of any equity securities of any of the Company and its subsidiaries, (ii) any merger or consolidation of any of the Company and its subsidiaries with or into any person other than Buyer, (iii) any transfer of all or any substantial portion of the assets of any of the Company and its subsidiaries to any person other than Buyer, (iv) any issuance or sale of any debt or equity securities of any of the Company and its subsidiaries to any person other than Buyer, (v) the sale by any holder of any debt or equity securities of any of the Company and its subsidiaries to any person other than Buyer, or (vi) any other transaction the conclusion of which could reasonably be expected to impede, interfere with, prevent or materially delay the conclusion of the Transaction (in each case, a "Competing Transaction"). 10. Notification: The Company will cause any pending discussions or negotiations with any other person regarding a Competing Transaction to be terminated forthwith, and shall notify Buyer promptly if any proposal regarding a Competing Transaction (or any inquiry or contact with any person with respect thereto) is made, and shall advise Buyer of the material terms thereof. 11. Closing: The parties will seek to close the Transaction on a timely basis based upon mutual agreement of the parties, as soon as practicable after the execution of the Merger Agreement, as may be permitted under applicable law. 12. Confidentiality The parties agree that disclosure of this Letter of and Non-Disclosure: Intent or any of the contents hereof may cause irreparable harm to either or both parties and the parties agree that they will not disclose the subject matter or terms of this Letter of Intent without the prior written consent of the other party (not to be unreasonably withheld); except for such disclosure as may be required by law or regulation and except that, upon execution of this Letter of Intent, the Company shall issue a press release regarding this Letter of Intent in the form previously delivered to and approved by Buyer. This covenant of confidentiality and non-disclosure shall survive the termination of this Letter of Intent. 13. Fees: Except as set out in the Merger Agreement, each party will bear its own expense with respect to this proposal and the Transaction, including fees and expenses of legal counsel, accountants and brokers, unless otherwise agreed between parties. 14. Non-Binding: Except as expressly provided in this paragraph 14, this Letter of Intent is not intended to be, and does not constitute, a binding or enforceable agreement. A binding commitment with respect to the Transaction will result only from execution of a definitive agreement, such as the Merger Agreement, subject to the conditions expressed therein. Without limiting the foregoing, this Letter of Intent is not intended to impose any obligation whatsoever on any of Buyer or the Company, including but not limited to any obligation to bargain in good faith or in any way other than at arm's length or otherwise to proceed with the negotiation, execution, delivery and performance of a definitive agreement. Notwithstanding the preceding sentences of this section, upon acceptance hereof as described below, the provisions of paragraphs 9, 10, 12, 13, 14, 15, 16 and 17 shall be legally binding. 15. Termination: This Agreement may be terminated by the Company or Buyer (in writing), prior to the execution of the Merger Agreement. The provisions of paragraphs 12 and 13 shall survive any termination of this letter agreement pursuant to this paragraph 15. 16. Time of Essence: Time shall be of the essence of this proposal and the agreement constituted by the acceptance hereof. 17. Governing Law: This Letter of Intent and any agreement resulting from the acceptance thereof shall be construed in accordance with and governed by the laws of the State of Maryland without regard to the conflicts of laws rules thereof. 18. Primary Contacts: The primary contacts for communication both verbal and in writing with Buyer should be as follows: Ms. Beverley Flynn General Counsel Morguard Corporation 55 City Centre Drive, Suite 1000 Mississauga, Ontario CANADA - L5B 1M3 e-mail: bflynn@morguard.com phone: 905.281.5923 fax: 905.281.5957 cc K. Rai Sahi, Chairman & CEO Revenue Properties Company Limited 55 City Centre Drive, Suite 800 Mississauga, ON L5B 1M3 Canada 19. Acceptance of The Company will indicate its acceptance by signing Proposal: where provided below and returning to the attention of Revenue Properties Company Limited, 55 City Centre Drive, Suite 1000, Mississauga, Ontario; fax: 905.281.5890 Attention: Beverley Flynn. This proposal shall be irrevocable until 6:00 p.m., Eastern time, on August 7, 2006, after which time, if not accepted by the Company and returned to Buyer, this proposal shall be null and void. We would be delighted to work with you and the Company's management in completing the Transaction in an expeditious manner. We look forward to hearing from you. Sincerely, REVENUE PROPERTIES COMPANY LIMITED By: /s/ K. (Rai) Sahi -------------------------------- K. (Rai) Sahi Chairman & CEO We hereby accept the terms and conditions outlined herein. Dated at 5 p.m. Central this 7 day of ------------------------------------ ----------------------- August , 2006 ------------------- SIZELER PROPERTY INVESTORS, INC. By: /s/ Thomas A. Masilla -------------------------------- Name: Thomas A. Masilla Title: President I have authority to bind the Corporation EX-99 3 rpcl13dam2ex3.txt EXHIBIT 3 EXHIBIT 3 Press Release ------------- Revenue Properties Company Limited signs letter of intent for proposed acquisition TORONTO, Aug. 8 /CNW/ - Morguard Corporation (TSX: MRC) and Revenue Properties Company Limited (TSX: RPC) ("Revenue Properties") announced that Revenue Properties has entered into a letter of intent with Sizeler Property Investors, Inc. (NYSE: SIZ) for the acquisition of all of the outstanding shares of Sizeler common stock at an all cash price of $15.10 per share. Revenue Properties currently owns 2,123,600 shares of Sizeler representing approximately 9.9% of the issued and outstanding shares. The proposed transaction is subject to the execution of a mutually acceptable definitive merger agreement, which the parties will seek to execute on or before August 17, 2006. The letter of intent provides Revenue Properties with exclusivity during the period of negotiation of the definitive merger agreement. The closing of the transaction will be subject to approval by Sizeler's stockholders and other customary closing conditions. The closing of the transaction will not be subject to a financing condition. There can be no assurance that a definitive merger agreement can or will be signed or that a transaction can or will be completed. Sizeler Property Investors, Inc. is an equity real estate investment trust (REIT) that invests in retail and apartment properties in the southeastern United States. The Company currently owns thirty properties - sixteen in Louisiana, ten in Florida and four in Alabama. The Company's properties consist of two regional enclosed malls, thirteen retail shopping centers and fifteen apartment communities. Revenue Properties Company Limited is a real estate company engaged in the acquisition, development and ownership of income-producing properties in Canada. Morguard Corporation is a major Canadian real estate and property management company. It has extensive retail, office, industrial and residential holdings through its investments in Morguard REIT, Morguard Residential Inc., and Revenue Properties Company Limited. Morguard provides management services to institutional and other investors for commercial and residential real estate through Morguard Investments Limited and Morguard Residential Inc. FORWARD LOOKING STATEMENT Statements contained herein that are not based on historical or current fact, including without limitation statements containing the words "anticipates," "believes," "may," "continue," "estimate," "expects," and "will" and words of similar import, constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions, both nationally and in the regions in which the Company operates; changes in business strategy or development/acquisition plans; environmental exposure; financing risk; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; liability and other claims asserted against the Company; and other factors referenced in the Company's filings with Canadian securities regulators. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company does not assume the obligation to update or revise any forward-looking statements. For further information: K. (Rai) Sahi, Chairman & CEO, Morguard Corporation, Chairman & CEO, Revenue Properties Company Limited, (905) 281-5888, Email: rsahi@morguard.com, Web site: www.morguard.com, www.revprop.com -----END PRIVACY-ENHANCED MESSAGE-----