Amendment No.1 on 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, OEIRi4+i7+jC0UMnpK28gYdmjk276+T16RSc81AQvrXrAJhNp617FOynbSSELas4 hYe3JgETK3Akxo6m6HzbJA== 0001193125-05-120005.txt : 20050603 0001193125-05-120005.hdr.sgml : 20050603 20050603145239 ACCESSION NUMBER: 0001193125-05-120005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050603 DATE AS OF CHANGE: 20050603 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: 05877207 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: TANZ MARK M CENTRAL INDEX KEY: 0001133998 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 dsc13da.htm AMENDMENT NO.1 ON SCHEDULE 13D FOR MARK M. TANZ Amendment No.1 on Schedule 13D for Mark M. Tanz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Act of 1934

(Amendment No. 1)*

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

June 2, 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/A, 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)

13D/A

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

1,203,642

8. SHARED VOTING POWER

9. SOLE DISPOSITIVE POWER

1,203,642

10. SHARED DISPOSITIVE POWER


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,203,642
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

SCHEDULE 13D/A

This Amendment No. 1 to Schedule 13D amends certain information contained in the Schedule 13D dated May 6, 2005. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended as follows:

(a)

As of the close of business on June 2, 2005, the Reporting Person owns 1,203,642 shares of Common Stock representing 5.7% 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 Quarterly Report on Form 10-Q for the period ended March 31, 2005.

(b)

The Reporting Person has the sole power to vote and dispose of 1,203,642 shares of Common Stock.

(c)

The Reporting Person has made the following purchases of Common Stock pursuant to open market transactions since May 6, 2005:


Date	# of Shares	Price Per Share
05/09/05	65,400	$12.03
05/10/05	52,000	$12.11

In addition, on May 18, 2005, the Reporting Person was granted 2,000 shares of Common Stock in connection with his election to the Board of Directors of the Issuer.

(d)

Not applicable.

(e)

Not applicable.

Item 7. Materials to be Filed as Exhibits.

Item 7 is hereby amended by adding the following exhibit:

Exhibit 99.2. Letter Agreement between the Reporting Person and the Toronto-Dominion Bank, dated May 17, 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: June 2, 2005

/s/ Mark M. Tanz

Name: Mark M. Tanz

EX-99.2 2 dex992.htm LETTER AGREEMENT Letter Agreement

[WATERHOUSE LOGO]

National Accounts

66 Wellington Street West, 3rd Floor

Toronto, Ontario

M5K 1A2

Telephone No.: (416) 307-0319

Fax No.: (416) 308-8755

May 17, 2005

Mark Tanz

2-131 Bloor St W

Toronto, ON M5S 1R1

Attn: Mark Tanz

Dear Mr. Tanz

We are pleased to offer the Borrower the following credit facilities (the “Facilities”), subject to the following terms and conditions.

BORROWER

Mark Tanz (the “Borrower”)

LENDER

The Toronto-Dominion Bank (the “Bank”), through its TD Waterhouse, Private Client Services, National Accounts branch, in Toronto, Ontario.

CREDIT LIMIT

Amounts outstanding under the Facility will at all times be the lesser of:

1. CDN $22,000,000 and

2. 85% of the market value for prime quality corporate bonds plus 96% of the market value of Government of Canada bonds assigned to the Bank.

TYPE OF CREDIT

AND BORROWING

OPTIONS

Demand Facility available at the Borrower’s option by way of:

· Prime Rate Based Loans in CDN$ (“Prime Based Loan”)

· Bankers Acceptances in CDN$ (“B/As”)

PURPOSE

Investment line to be used to acquire shares in Sizeler Property Investors Inc.

TENOR

Uncommitted

CONTRACTUAL

TERM

No term

RATE TERM

(FIXED RATE

TERM LOAN)

Not applicable

AMORTIZATION

Not applicable

INTEREST RATES

AND FEES

Advances shall bear interest and fees as follows:

Demand Operating Facility:

· Prime Based Loans: Prime Rate + 0% per annum

· B/As: Stamping Fee + 0.55% per annum

For all Facilities, interest payments will be made in accordance with Schedule “A” attached hereto unless otherwise stated in this Letter or in the Rate and Payment Terms Notice applicable for a particular drawdown. Information on interest rate and fee definitions, interest rate calculations and payment is set out in the Schedule “A” attached hereto.

ARRANGEMENT

FEE	Set-up fee of $15,000 collected on the first drawdown

COMMITMENT

FEE	Not applicable

ADMINISTRATION

FEE	Not applicable

RENEWAL FEE

Not applicable

DRAWDOWN

On a revolving basis.

Notice periods, minimum amounts of draws, interest periods and contract maturity for LIBOR Loans, terms for Banker’s Acceptances and other similar details are set out in the Schedule “A” attached hereto.

REPAYMENT AND

REDUCTION OF

AMOUNT OF CREDIT

FACILITY

On demand, with interest monthly by way of Prime Based Loans and at maturity by way of B/As. If the Bank demands repayment, the Borrower will pay to the Bank all amounts outstanding under the Operating Loan, including without limitation, the amount of all unmatured B/As and LIBOR Loans and the amount of all drawn and undrawn L/Gs and L/Cs. All costs to the Bank and all loss suffered by the Bank in re-employing the amounts so repaid will be paid by the Borrower.

Repayment terms to be established after 3 years.


PREPAYMENT		Demand loans are prepayable in full or part without penalty, subject to payment of normal breakage and unwinding costs.

SECURITY		The following security shall be provided, shall, unless otherwise indicated, support all present and future indebtedness and liability of the Borrower and the grantor of the security to the Bank including without limitation indebtedness and liability under guarantees, foreign exchange contracts, cash management products, and derivative contracts, shall be registered in first position, and shall be on the Bank’s standard form, supported by resolutions and solicitor’s opinion, all acceptable to the Bank: 1. General Hypothecation of Stocks and Bonds for $3.5MM TD Bank Corporate Bond with a coupon rate of 7.6% maturing 12/31/09, issued by Mark Tanz 2. General Hypothecation of Stocks and Bonds for $3.5MM Royal Bank Corporate Bond with a coupon rate of 7.183% maturing 6/30/11, issued by Mark Tanz 3. General Hypothecation of Stocks and Bonds for $21MM Government of Canada Bonds with a coupon rate of 6% maturing 6/1/11, issued by Mark Tanz 4. Personal Security Agreement All persons and entities required to provide a guarantee shall be referred to herein individually as a “Surety” and/or “Guarantor” and collectively as the “Guarantors”. All of the above security and guarantees shall be referred to collectively in this Agreement as “Bank Security”.

DISBURSEMENT CONDITIONS		The obligation of the Bank to permit any drawdown hereunder is subject to the Standard Disbursement Conditions contained in Schedule “A” and the following additional drawdown conditions: All security and documentation conditions to be in place prior to initial drawdown, including new Hypothecation of Stocks and Bonds relating to the $21MM Government of Canada Bonds, as well as a new Promissory Note.

REPRESENTATIONS AND WARRANTIES		All representations and warranties shall be deemed to be continually repeated so long as any amounts remain outstanding and unpaid under this Agreement or so long as any commitment under this Agreement remains in effect. The Borrower makes the Standard Representations and Warranties set out in Schedule “A”.

POSITIVE COVENANTS		So long as any amounts remain outstanding and unpaid under this Agreement or so long as any commitment under this Agreement remains in effect, the Borrower will and will ensure that its subsidiaries and each of the Guarantors will observe the Standard Positive Covenants set out in Schedule “A” and the following additional covenant: Borrower agrees to establish formal repayment plan by May 2008 (three years).

REPORTING REQUIREMENTS		Borrower will provide the Bank annually, if requested by the Bank, with a net worth statement, confirmation of income, confirmation that income taxes are current and any other information and financial data as the Bank may request from time to time.

NEGATIVE COVENANTS		So long as any amounts remain outstanding and unpaid under this Agreement or so long as any commitment under this Agreement remains in effect, the Borrower will and will ensure that its subsidiaries and each of the Guarantors will observe the Standard Negative Covenants set out in Schedule “A”.


PERMITTED LIENS		Permitted Liens are referred to in Schedule “A” are: Purchase Money Security Interests on equipment which exist on the date of this Agreement (“Existing PMSIs”) which are known to the Bank and all future Purchase Money Security Interests on equipment acquired to replace the equipment under the Existing PMSIs.

EVENTS OF DEFAULT		The Bank may accelerate the payment of principal and interest under any committed credit facility hereunder and cancel any undrawn portion of any committed credit facility hereunder, at any time after the occurrence of any one of the Standard Events of Default contained in Schedule “A” attached hereto.

AVAILABILITY OF OPERATING AND DEMAND LOANS		Operating and Demand Loans are uncommitted, and made available at the Bank’s discretion, and are not automatically available upon satisfaction of the terms and conditions, conditions precedent, or financial tests set out herein. The occurrence of an Event of Default is not a precondition to the Bank’s right to accelerate repayment and cancel the availability of Operating and Demand Loans.

LANGUAGE PREFERENCE		This Agreement has been drawn up in the English language at the request of all parties.

SCHEDULE “A”— STANDARD TERMS AND CONDITIONS		Schedule “A” sets out the Standard Terms and Conditions (“Standard Terms and Conditions”) which apply to these credit facilities. The Standard Terms and Conditions, including the defined terms set out therein, form part of this Agreement, unless this letter states specifically that one or more of the Standard Terms and Conditions do not apply or are modified.

We trust you will find these facilities helpful in meeting your ongoing financing requirements. We ask that if you wish to accept this offer of financing (which includes the Standard Terms and Conditions), please do so by signing and returning the attached duplicate copy of this letter to the undersigned. This offer will expire if not accepted in writing and received by the Bank on or before 20, May, 2005.

Yours truly,

THE TORONTO-DOMINION BANK



/s/ David Kinkaid				/s/ William Paddon
David Kinkaid Relationship Manager				William Paddon Senior Manager

*[TD Waterhouse Private Client Services means The Toronto-Dominion Bank and its related companies that provide deposit, investment, loans, securities, trust, insurance and other products and services. Member of the TD Private Client Group. Private Banking is offered through The Toronto-Dominion Bank.]

TO THE TORONTO-DOMINION BANK:

Mark Tanz hereby accepts the foregoing offer this 18th day of May, 2005.



				/s/ Mark Tanz
Signature				Signature

				Mark M. Tanz
Mark Tanz				Print Name & Position

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