Schedule 13D for Mark M. Tanz

-----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, JHAC72esFYGQ51mgRZKQMnXJ8EEJ9I9hv3IelWuSXOAH+/CzNv/Uh44FXdd5LzMv nS3U4dSMWZxaoXD1uJxbZw== 0001193125-05-107437.txt : 20050513 0001193125-05-107437.hdr.sgml : 20050513 20050513172812 ACCESSION NUMBER: 0001193125-05-107437 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050513 DATE AS OF CHANGE: 20050513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANZ MARK M CENTRAL INDEX KEY: 0001133998 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 2423624169 MAIL ADDRESS: STREET 1: LOT 14 EDGEWATER DRIVE PO BOX N7776 STREET 2: LYFORD CAY NASSAU GAHAMAS STATE: C5 ZIP: 00000 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-38038 FILM NUMBER: 05830689 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 SC 13D 1 dsc13d.htm SCHEDULE 13D FOR MARK M. TANZ Schedule 13D for Mark M. Tanz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Act of 1934

(Amendment No. )*

SIZELER PROPERTY INVESTORS INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $.00001 PER SHARE

(Title of Class of Securities)

830137-10-5

(CUSIP Number)

Mark M. Tanz

P.O. Box N7776

Lyford Cay, Nassau

Bahamas

(242) 362-4169

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

Robert E. King, Jr., Esq.

Clifford Chance US LLP

31 West 52^nd Street

New York, New York 10019

(212) 878-8000

May 6, 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 Rule 13d-1(e), 13d-1(f) or 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 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 I.R.S. Identification Nos. of above person MARK M. TANZ
2.	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds BK
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization CANADA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

1,084,242

8. Shared Voting Power

9. Sole Dispositive Power

1,084,242

10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,084,242
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares	¨
13.	Percent of Class Represented by Amount in Row (11) 5.17%
14.	Type of Reporting Person IN

SCHEDULE 13D

Item 1. Security and Issuer.

The title of the class of equity securities to which this Schedule relates is the common stock, par value $.00001 per share (the “Common Stock”), of Sizeler Property Investors Inc., a Maryland corporation (the “Issuer”). The Issuer’s principal executive office is 2542 Williams Boulevard, Kenner, Louisiana 70062.

Item 2. Identity and Background.

(a) This Schedule is being filed by Mark M. Tanz (the “Reporting Person”).

(b) The Reporting Person’s business address is P.O. Box N7776, Lyford Cay, Nassau, Bahamas.

(c) The Reporting Person’s principal occupation is as a private investor. He also serves as a member of the board of directors of the Issuer, Revenue Properties Company Limited and Morguard Corporation.

(d) and (e) The Reporting Person has not, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a Canadian citizen.

Item 3. Source and Amount of Funds or Other Consideration.

The shares of Common Stock reported in Item 5(c) were acquired by the Reporting Person with the proceeds of a loan from the Toronto-Dominion Bank (“TD”), pursuant to a letter agreement by and between the Reporting Person and TD, a copy of which will be filed by amendment to this Schedule. The principal amount of the loan is a maximum of $22 million (Cdn.) and accrues interest at TD’s prime rate. A copy of the promissory note related to the loan is attached to this Schedule as Exhibit 99.1.

Item 4. Purpose of Transaction.

The Reporting Person purchased the Common Stock for investment purposes. The Reporting Person may purchase additional securities of the Issuer from time to time depending upon price, market conditions, availability of funds, evaluation of other investment opportunities, and other factors. Although the Reporting Person has no present intention to sell any shares of Common Stock held by him, he could determine from time to time, based upon the same set of factors just listed, to sell some or all of the shares of Common Stock held by him.

Item 5. Interest in Securities of the Issuer.

(a) As of the close of business on May 6, 2005, the Reporting Person directly owns 1,084,242 shares of Common Stock representing 5.17% of the total outstanding shares of Common Stock

of the Issuer. The foregoing is based upon 20,987,315 shares of Common Stock outstanding which represents the number of shares of Common Stock reported outstanding in the Issuer’s Current Report on Form 8-K filed on May 4, 2005.

(b) The Reporting Person has the sole power to vote and dispose of 1,084,242 shares of Common Stock.


Date	# of Shares		Price Per Share
04/21/05	84,181	(1)	$11.45
04/22/05	10,900	(2)	$11.40
04/25/05	148,161		$11.50
04/25/05	110,600		$11.45
04/26/05	45,000		$11.46
04/27/05	70,000		$11.49
04/28/05	75,900		$11.50
04/29/05	85,000		$11.54
05/02/05	60,000		$11.51
05/03/05	167,500		$11.02
05/04/05	44,800		$11.31
05/05/05	131,900		$11.83
05/06/05	50,300		$11.92

(1)

issued upon conversion of $926,000 of the Issuer’s 9% Convertible Subordinated Debentures, due 2009

(2)

issued upon conversion of $1,630,000 of the Issuer’s 9% Convertible Subordinated Debentures, due 2009

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

There are no contracts, arrangements, understandings or relationships between the Reporting Person and any person with respect to any securities of the Issuer.

Item 7. Materials to be Filed as Exhibits.

Exhibit 99.1. Promissory Note, dated April 26, 2005.

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: May 13, 2005

/s/ Mark M. Tanz

Name: Mark M. Tanz

EX-99.1 2 dex991.htm PROMISSORY NOTE, DATED APRIL 26, 2005 Promissory Note, dated April 26, 2005

Exhibit 99.1

511456 (1201)

CANADIAN DOLLAR GRID PROMISSORY NOTE

Refer also to U.S. Dollar Grid Note


$22,000,000.00	55 KING STW, TORONTO
	Branch	Date (mm/dd/yyyy)

On Demand for value received the undersigned jointly and severally promise(s) to pay to THE TORONTO-DOMINION BANK (the “Bank”) or order at the above Branch, in lawful money of the United States of America, the lesser of -


(i)	the principal sum of TWENTY TWO MILLION********************************
	************************************************************
	**********	($	22,000,000.00	) DOLLARS
	(together with interest as determinable below) and

(ii)	the unpaid principal balance of all advances (together with interest as determinable below) made by the Bank to the undersigned as recorded by the Bank in its records.

The Bank shall record in its records the amount of all advances made under, payments made in respect of, and all other amounts becoming due to the Bank under this Note (collectively the “Entries”). The Bank’s records constitute in the absence of manifest error, conclusive evidence of the indebtedness of the undersigned to the Bank pursuant to this Note. The Entries shall be indicated on the statement of account or accounts (the “Statement of Account”). Unless within thirty (30) days of the date of the Statement of Account (the “Statement Date”), the undersigned claims and establishes that an error has been made in the Entries, the Undersigned shall be precluded after the Statement Date from objecting to the Entries listed on the Statement of Account and after the Statement Date the Entries shall then be admissible in any proceedings as full and conclusive evidence of the principal and accrued interest and shall be binding on the undersigned to the same extent and effect as though all the Entries had been made pursuant to written instructions from the undersigned.

In addition to receiving the Statement of Account, the undersigned may for information purposes only, no more than once quarterly, if requested, receive from the Bank a loan history of all advances made under and payments made in respect of this Note during that quarter.


At no time shall the outstanding principal balance of this Grid Note and the U.S. Dollar Grid Note executed in conjunction here with
exceed	TWENTY TWO MILLION ************************************
**************************************************
($	22,000,000.00	) Canadian Dollars or the U.S. Dollar equivalent thereof.

PRIME

The principal amount (including any overdue interest) outstanding hereunder shall bear interest calculated and payable monthly from and including the date hereof until paid, before and after default or judgment, at the Bank’s prime rate per annum.

Prime Rate means the rate of interest per annum established and reported by the Bank to the Bank of Canada from time to time as the reference rate of interest for the determination of interest rates that the Bank charges to customers of varying degrees of credit worthiness in Canada for Canadian dollar loans made by it in Canada.

The undersigned hereby acknowledge(s) that the undersigned will be bound by any and all changes of the prime rate irrespective of whether or not the Bank has directly notified the undersigned of any such changes.



For:		/s/ MARK TANZ
		MARK TANZ

[LOGO CANADA TRUST]

Branch: 55 KING ST, WEST AND BAY ST, TORONTO, ONTARIO

THE UNDERSIGNED, having deposited with or transferred to The Toronto-Dominion Bank (the “Bank”) or one or more officers thereof in trust, or to any nominee or nominees of the Bank, the security or securities, listed hereunder and/or on the reverse hereof:


Par Value of Bond	or	Number of Shares	SECURITY	Maturity of Bond or Class of Stock
21,000,000			GOVERNMENT OF CANADA BONDS-6%-	JUN 1/11

In consideration of the sum of one dollar the receipt whereof is hereby acknowledged and of any loans or advances heretofore now or hereafter made by the Bank to the undersigned or at the request of the undersigned:

The undersigned agree/s that the said security or securities together with all other securities heretofore or hereafter deposited with or transferred to the Bank by the undersigned including any security which the Bank may allow to be substituted therefor or for any part thereof and any other securities held by the Bank being the property of the undersigned, together with all dividends and interest thereon (all of which are herein referred to as the “Security”) shall be held by the Bank as continuing collateral security for the payment of the said loans and advances together with interest thereon at the rate provided in any instrument evidencing the indebtedness or at the rate agreed upon, otherwise at the legal rate, as well after as before maturity and after as well as before default at the counter of the above-mentioned Branch of the Bank, all of which said loans, advances and interest the undersigned agrees to pay without any presentation of this document or protest for non-payment being required which are hereby expressly waived, and of all liabilities to the Bank of the undersigned and of any firm or partnership in which the undersigned is interested, direct or indirect, whether by way of guarantee or otherwise and due or to become due and whether heretofore now or hereafter contracted or incurred and interest and including all costs, charges and expenses incurred in connection therewith (all of which are hereinafter referred to as the “liabilities”) and the undersigned agree/s to deliver to the Bank additional security when required by the Bank. The Bank is hereby authorized on default, or without default and without demand of payment if in the opinion of the Bank or any officer thereof the Security is depreciated or liable to be depreciated, or on the insolvency of the undersigned, and without notice to the undersigned and as and when and if the Bank shall think proper to sell the Security or any part thereof and to apply the proceeds in reduction of the liabilities as the Bank may see fit without prejudice to its claim for any deficiency. At any such sale the Bank itself may purchase the whole or any part of the Security sold free from any right of redemption on the part of the undersigned which is hereby waived and released the undersigned hereby expressly waiving all and every formality prescribed by law in relation to any such sale and authorizing the Bank or any of its officers or any nominee or nominees of the Bank as attorney irrevocable with power of substitution for and in the name of the undersigned to sign and seal all documents and to fill in all blanks in signed powers of attorney and transfers necessary in order to complete the transfer of the Security to the Bank or any one or more of its officers, or any nominee or nominees of the Bank, or any purchaser. Should the Security consist in whole or in part of shares or share warrants of a Company this hypothecation shall entitle the Bank, or any of its officers, or any nominee or nominees of the Bank, either before or after default in payment of the liabilities and without notice or demand of any kind, to cause any or all of such shares and/or any or all of the shares represented by such share warrants to be transferred on the books of the Company to the Bank, or any one or more of its officers, or any nominee or nominees of the Bank and shall entitle it, him or them at its, his or their option, to represent the same at any meeting of the Company and to vote thereon.

The Undersigned acknowledges and agrees that it is the Undersigned’s responsibility to inform himself or herself in a timely fashion of the commencement of any take over bids, issuer bids, rights offerings and other events notice of which is required by securities legislation to be delivered, and that it is the Undersigned’s responsibility to inform himself or herself as to how materials may be obtained. The Undersigned acknowledges and agrees that the Bank has no obligations with respect to the Security under National Policy No. 41 or otherwise, and that the actual giving of any notice by the Bank from time to time with respect to the Security shall not give rise to a reasonable expectation that any similar notice will be given in the future nor shall it give rise to any obligation of the Bank to give such notice.

Dated at,

Toronto

this

26th

day of

April

2005

(month)

(year)


SIGNED, SEALED AND DELIVERED in the presence of

	}

		/s/ MARK TANZ	(Seal)
		MARK TANZ

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