-----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, KRBSFO0pzNYGRxHosOMPyiaEZ+N1MfmUI4dUHdA4x6c64U2TGrcEIKHSgOp6XWB9 bNXPdBqR2kVrs4ANJfUr3w== 0001193805-05-000582.txt : 20050324 0001193805-05-000582.hdr.sgml : 20050324 20050324154551 ACCESSION NUMBER: 0001193805-05-000582 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050324 DATE AS OF CHANGE: 20050324 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: 05701941 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 e500316_sc13d-firstun.txt AMENDMENT NO. 17 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 17) ----------------------- SIZELER PROPERTY INVESTORS, INC. -------------------------------- (Name of Issuer) Common Stock, Par Value $.0001 per share ---------------------------------------- (Title of Class of Securities) 830137-10-5 ------------------------------------- (CUSIP Number of Class of Securities) ----------------------- Carolyn Tiffany First Union Real Estate Equity and David J. Heymann 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) March 24, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), 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 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). (continued on next page(s)) CUSIP NO. 830137-10-5 13D/A - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS 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* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,415,300 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY - 0 - OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,415,300 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,415,300 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.82% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 17 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, as further amended by Amendment No. 5 to Schedule 13D dated January 7, 2005, as further amended by Amendment No. 6 to Schedule 13D dated January 14, 2005, as further amended by Amendment No. 7 to Schedule 13D dated January 19, 2005, as further amended by Amendment No. 8 to Schedule 13D dated January 26, 2005, as further amended by Amendment No. 9 to Schedule 13D dated January 31, 2005, as further amended by Amendment No. 10 to Schedule 13D dated February 23, 2005, as further amended by Amendment No. 11 to Schedule 13D dated March 8, 2005, as further amended by Amendment No. 12 to Schedule 13D dated March 15, 2005, as further amended by Amendment No. 13 to Schedule 13D dated March 16, 2005, as further amended by Amendment No. 14 to Schedule 13D dated March 18, 2005, as further amended by Amendment No. 15 to Schedule 13D dated March 22, 2005, and as further amended by Amendment No. 16 to Schedule 13D dated March 23, 2005 (the "13D"). Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D. Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended as follows: First Union purchased an additional 15,000 Shares on March 23, 2005 for an aggregate purchase price of $180,000, which funds were provided from the working capital of First Union. Item 4. Purpose of Transaction. Item 4 is hereby amended as follows: On March 24, 2005, First Union's counsel sent a letter to the Issuer's counsel (i) noting that the Issuer has for the past nine years held its annual meeting of shareholders on the first or second Friday in May and requesting that First Union be advised of the meeting date for the current year, (ii) requesting that the Issuer refrain from taking any actions outside the usual course of business without adequate notice to stockholders of at least three business day and (iii) requesting that in light of First Union's firm belief that it will prevail on the merits of the Issuer's claims against First Union in Federal court, that First Union be promptly advised as to which persons the Issuer would like to depose in the action and what documents the Issuer would like to review. A copy of the letter sent to the Issuer's counsel is attached hereto as Exhibit 14. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended and restated to read as follows: (a) As of the close of business on March 23, 2005, First Union directly owns 1,415,300 Shares representing 8.82% of the total outstanding Shares. The foregoing is based upon 16,045,000 Shares outstanding which represents the number of shares reported outstanding in the Issuer's most recently filed report on Form 10-K together with the 2,649,000 additional Shares issued on March 15, 2005. (b) First Union has the sole power to vote and dispose of 1,415,300 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 and not previously reported. All such transactions were purchases effected by First Union on the open market. Date Number of Shares Price Per Share March 23, 2005 15,000 $12.00 (d) Not applicable (e) Not applicable Item 7. Materials to be Filed as Exhibits. Exhibit 14. Letter from First Union's counsel to the Issuer's counsel dated March 24, 2005. Signatures 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 24, 2005 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS By: /s/ Peter Braverman -------------------------------- Peter Braverman President EX-14 2 e500316_ex14.txt LETTER FROM FIRST UNION'S COUNSEL Exhibit 14 [LETTERHEAD OF BALLARD SPAHR ANDREWS INGERSOLL] March 24, 2005 By Telecopier Henry Kahn, Esquire Mark D. Gately, Esquire Hogan & Hartson L.L.P. 111 South Calvert Street Suite 1600 Baltimore, MD 21202 Re: Sizeler Property Investors, Inc. Gentlemen: We write on behalf of First Union Real Estate Equity & Mortgage Investments ("First Union") with respect to two matters of urgent interest to the stockholders of Sizeler Property Investors, Inc. ("Sizeler"). First, on March 15, 2005 Sizeler represented to the Circuit Court in and for Baltimore City that it would provide 60 days notice to stockholders of its annual meeting. The past nine annual meetings have been held on the first or second Friday in May (between May 7 - 12). Accordingly, please advise us and all stockholders when in early May, consistent with Sizeler's past practice, it will schedule its annual meeting. As the second Friday of May this year (May 13) is much less than 60 days away, we must insist on a response by Monday, March 28, 2005. Second, as you will recall, with respect to Sizeler's extremely rushed announcement of and immediate (one hour later) issuance of 2.649 million shares of stock, Judge Pierson of the Circuit Court held on March 15 that First Union had raised "grave questions about the transaction" and "potentially serious issues . . . in term's of defendant's [Sizeler's] conduct." In view of the state court's concerns, we trust that during the pending litigation regarding the propriety of Sizeler's conduct in that transaction, Sizeler will refrain from taking action outside of the usual course of business without adequate notice to stockholders of at least three business days, so that Sizeler's stockholders will have the opportunity to consider Sizeler's proposed action. We will assume that this is agreeable to Sizeler unless we are promptly advised otherwise. Finally, we firmly believe that First Union will prevail on Sizeler's claims brought last week in the Maryland District Court in Civil Action No. 1:05-cv-718. With respect to First Union's conduct at issue, Sizeler's contentions that First Union has not filed accurate, complete, and timely Form 13Ds are without merit and we ask you to advise us what discovery Sizeler would like us to promptly provide in order to bring this claim to resolution. Yours sincerely, Stephen J. 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