0001104659-05-001438.txt : 20120628 0001104659-05-001438.hdr.sgml : 20120628 20050114120002 ACCESSION NUMBER: 0001104659-05-001438 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050114 DATE AS OF CHANGE: 20050114 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: 05529710 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: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS CENTRAL INDEX KEY: 0000037008 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346513657 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6175704614 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 SC 13D/A 1 a05-1474_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

SIZELER PROPERTY INVESTORS, INC.

(Name of Issuer)

 

Common Stock, Par Value $.0001 per share

(Title of Class of Securities)

 

830137-10-5

(CUSIP Number)

 

Carolyn Tiffany

David J. Heymann

First Union Real Estate Equity and Mortgage Investments

Post Heymann & Koffler LLP

7 Bulfinch Place

Two Jericho Plaza, Wing A

Suite 500

Suite 111

Boston, Massachusetts 02114

Jericho, New York 11753

(617) 570-4614

(516) 681-3636

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 13, 2005

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

 


 

CUSIP No.  048798102

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
S.S. or I.R.S. Identification No. of Above Person

First Union Real Estate Equity and Mortgage Investments
I.R.S. I.D. No.  34-6513657

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

 

 

6.

Citizenship or Place of Organization
Ohio

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,139,800

 

8.

Shared Voting Power 
- 0 -

 

9.

Sole Dispositive Power 
1,139,800

 

10.

Shared Dispositive Power 
- 0 -

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,139,800 Shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
8.61%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

2


 

This Amendment No. 6 amends certain information contained in the Schedule 13Dfiled by First Union Real Estate Equity and Mortgage Investments, an Ohio business trust (“First Union”), with respect to its ownership interest in Sizeler Property Investors, Inc., as amended by Amendment No. 1 to Schedule 13D dated November 11, 2004, as further amended by Amendment No. 2 to Schedule 13D dated November 16, 2004, as further amended by Amendment No. 3 to Schedule 13D dated December 6, 2004, as further amended by Amendment No. 4 to Schedule 13D dated December 21, 2004 and is further amended by Amendment No. 5 to Schedule 13D dated January 7, 2005 (the “13D”).  Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D.

Item 1.

Security and Issuer

 

 

 

 

Item 2.

Identity and Background

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration

First Union purchased the additional 1,200 Shares for an aggregate purchase price of $13,260, which funds were provided from the working capital of First Union.

 

Item 4.

Purpose of Transaction

On January 13, 2005, First Union sent a letter to the Issuer responding to the Issuer’s letter of January 12, 2005 to First Union rejecting First Union’s request for information with respect to the costs and fees paid in connection with the sale by the Issuer of its Lakeview Club Apartments property.  A copy of the letter sent to the Issuer is attached hereto as an Exhibit.

 

Item 5.

Interest in Securities of the Issuer

(a)           First Union directly owns 1,139,800 Shares representing 8.61% of the total outstanding Shares.  The foregoing is based upon 13,236,089 Shares outstanding which represents the number of shares reported outstanding in the Issuer’s most recently filed report on Form 10-Q.

(b)           First Union has the sole power to vote and dispose of 1,139,800 Shares owned by First Union.

(c)           Set forth below is a description of all transactions in Shares that were effected during the past sixty days by First Union.  All such transactions were purchases effected by First Union on the open market.

 

Date

 

Number of Shares

 

Price Per Share

 

 

 

 

 

 

 

November 15, 2004

 

66,400

 

$

9.71

 

December 2, 2004

 

100,000

 

$

10.00

 

January 5, 2005

 

9,600

 

$

11.01

 

January 6, 2005

 

600

 

$

11.05

 

January 7, 2005

 

8,800

 

$

11.05

 

January 10, 2005

 

1,200

 

$

11.05

 

 

(d)           Not  applicable

(e)           Not applicable

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

 

 

 

Item 7.

Material to Be Filed as Exhibits

Exhibit 3.                Letter from First Union to the Issuer dated January 13, 2005.

 

3


 

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.

 

FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS

 

 

 

 

 

January 14, 2005

 

Date

 


/s/ Michael L. Ashner

 

Signature

 


Michael L. Ashner/Chief Executive Officer

 

Name/Title

 

4

 EX-3 2 a05-1474_1ex3.htm EX-3

Exhibit 3

 

[LETTERHEAD OF FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS]

 

January 13, 2005

 

FEDERAL EXPRESS

 

Sizeler Property Investors, Inc.

2542 Williams Boulevard

Kenner, Louisiana 70062

Attention:

Sidney W. Lassen

 

Chairman of the Board

 

Dear Mr. Lassen:

 

We are in receipt of your letter dated January 12, 2005 responding to our letter of January 7, 2005.  Although we disagree with your conclusion that you are prohibited from providing the requested information to a single stockholder, we have no objection to your disclosing the requested information in a manner such that it will be available to all stockholders of Sizeler Property Investors, Inc.  Given that the $2.7 million in “closing costs and fees” in connection with the sale of Lakeview Club Apartments represented more than 6% of the sales price and the current climate calling for enhanced disclosure by public companies, we believe the components of “closing costs and fees” are important information which should be promptly disclosed, especially if any of the payments were made to related parties.

 

We look forward to reading your filing addressing this request.  Please direct any questions to Michael L. Ashner, c/o First Union Real Estate Equity and Mortgage Investments, Two Jericho Plaza, Wing A, Suite 111, (516) 822-0022 (phone), (516) 433-2777 (facsimile).

 

Very truly yours,

 

 

FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS

 

 

 

 

 

 

 

By:

/s/ Michael L. Ashner

 

 

 

Michael L. Ashner

 

 

Chief Executive Officer