Amendment No.2 to Schedule 13D/A

-----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, Au5p1+JZXMV37V6rv7Yz0t1lzyREGxlcDvnW//kMLvX9JV7b9o3kY26c0Pp5THaN 34ur23/qsjegT3zpqkXeZQ== 0001193125-06-053486.txt : 20060314 0001193125-06-053486.hdr.sgml : 20060314 20060314140250 ACCESSION NUMBER: 0001193125-06-053486 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060314 DATE AS OF CHANGE: 20060314 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: 06684554 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.2 TO SCHEDULE 13D/A Amendment No.2 to Schedule 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

SIZELER PROPERTY INVESTORS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(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)

March 13, 2006

(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 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).

This Document contains 3 Pages.


CUSIP No. 830137-10-5		SCHEDULE 13D/A		Page 2 of 3 Pages


1	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)

	MARK M. TANZ
2	Check the Appropriate Box if a Member of a Group
	(a) ¨
	(b) ¨
3	SEC Use Only


4	Source of Funds (See Instructions)

	BK
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 Shares Beneficially Owned By Each Reporting Person With		7 Sole Voting Power

		1,513,342
		8 Shared Voting Power

		0
		9 Sole Dispositive Power

		1,513,342
		10 Shared Dispositive Power

		0


11	Aggregate Amount Beneficially Owned by Each Reporting Person

	1,513,342
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	¨


13	Percent of Class Represented by Amount in Row (11)

	7.06%
14	Type of Reporting Person

	IN

Page 2 of 3 pages


CUSIP No. 830137-10-5		SCHEDULE 13D/A		Page 2 of 3 Pages

This Amendment No. 2 to Schedule 13D amends certain information contained in the Schedule 13D dated May 6, 2005 as amended by Amendment No. 1 dated June 2, 2005 (collectively, the “Schedule 13D”). 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 March 13, 2006, the Reporting Person owns 1,513,342 shares of Common Stock representing 7.06% of the total outstanding shares of Common Stock of the Issuer. The foregoing is based upon 21,442,000 shares of Common Stock outstanding as of February 28, 2006.

(b)	The Reporting Person has the sole power to vote and dispose of 1,513,342 shares of Common Stock.

(c)	The Reporting Person has made the following purchases of Common Stock pursuant to open market or privately negotiated transactions during the past 60 days.


Date	Number of Shares	Price Per Share
March 13, 2006	275,000	$14.35

In addition, the Reporting Person was granted 2,000 shares of Common Stock as an annual stock award pursuant to the Issuer’s 1994 Directors’ Stock Ownership Plan on January 17, 2006.

In September 2005, the Reporting Person purchased 13,000 shares of Common Stock at $11.53 per share and 19,700 shares of Common Stock at $11.48 per share. The Reporting Person was not required to amend the Schedule 13D as a result of these transactions.

(d)	Not applicable.

(e)	Not applicable.

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: March 14, 2006


/s/ Mark M. Tanz
Name:		Mark M. Tanz

Page 3 of 3 pages

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