-----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, AvABx9xStHAflm7BGvvjoLbr+xh3a5RqSOC1Z7NC3khtZz0NOEEsVB+IzP3+1/oA uZl8l57I8Tkyyiu9626USA== 0001193805-05-000602.txt : 20050328 0001193805-05-000602.hdr.sgml : 20050328 20050328103235 ACCESSION NUMBER: 0001193805-05-000602 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050328 DATE AS OF CHANGE: 20050328 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: 05705479 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 e500330_sc13da-sizeler.txt AMENDMENT NO. 18 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 18) ----------------------- 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 David J. Heymann First Union Real Estate Equity Post Heymann & Koffler LLP and Mortgage Investments Two Jericho Plaza, Wing A 7 Bulfinch Place Suite 111 Suite 500 Jericho, New York 11753 Boston, Massachusetts 02114 (516) 681-3636 (617) 570-4614 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 28, 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 |_|. qNote: 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 Shares - -------------------------------------------------------------------------------- 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. 18 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., ("Sizeler") 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, as further amended by Amendment No. 16 to Schedule 13D dated March 23, 2005, and as further amended by Amendment No. 17 to Schedule 13D dated March 24, 2005 (the "13D"). Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D. Item 4. Purpose of Transaction. Item 4 is hereby amended as follows: On March 28, 2005, First Union issued a press release that provides the text of an open letter to Sizeler shareholders addressing certain claims made by Sizeler in their previous press releases. A copy of the press release is attached hereto as Exhibit 15 and incorporated herein by reference. Item 7. Materials to be Filed as Exhibits. Exhibit 15. Press Release of First Union dated March 28, 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 28, 2005 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS By: /s/ Peter Braverman ------------------------------------ Peter Braverman President EX-15 2 e500330_ex15.txt PRESS RELEASE OF FIRST UNION DATED 3/28/2005. Exhibit 15 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS AT THE COMPANY Carolyn Tiffany Chief Operating Officer (617) 570-4614 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS SETS THE RECORD STRAIGHT OPEN LETTER TO SHAREHOLDERS OF SIZELER PROPERTY INVESTORS Boston, Massachusetts- March 28, 2005- First Union Real Estate Equity and Mortgage Investments (NYSE:FUR) released today the following letter to its fellow shareholders in Sizeler Property Investors, Inc. (NYSE:SIZ): Dear Fellow Shareholders of Sizeler Property Investors, Inc., Previously, we indicated that we would seek to convince our fellow shareholders to elect our slate of directors based on the fundamental issue of our proposals to shareholders in contrast to management's track record and behavior. In so doing, we would reject the use of private investigators or similar tactics. To that end, we wish to add that we also will try to avoid the use of unnecessary invective, hyperbole, innuendo and unfounded allegations. We, however, feel compelled to set the record straight and respond directly to misleading and/or false statements we believe have been made by management in an attempt to detract from the issue at hand. In this regard, we wish to state for the record the following: o We have not "retreated" from our intention to have a court rule on the propriety of the recent below market sale of 20% of the Company's then outstanding common shares to four investors, including a long time supporter of management. In fact, nothing could be further from the truth. The initial action we filed in Maryland State court was to seek a temporary restraining order preventing the sale from occurring. Unfortunately, the court denied our motion, not on the underlying merits, but because the action had become moot as the sale had already in fact occurred unbeknownst to shareholders including ourselves. In the judge's view, this rendered the remedy sought inappropriate. He expressly stated, however, that he had "grave concerns" with management's conduct and that our case had merit-but that he could not grant the remedy sought (a temporary restraining order) because the stock sale had already closed. The action is continuing in Federal court where we will aggressively pursue a legal determination that the Sizeler Board acted contrary to the interests of Sizeler shareholders in the stock transaction. Simply put, we believe this was a dilutive transaction with no near term justification unless its perpetrators believe Sizeler's common stock is worth less than $10.75 a share. Since we do not believe in happenstance, we can only infer the transaction's timing as well as the inclusion of a favored shareholder in the transaction was designed to entrench management in light of our proposal to nominate directors for election at the next meeting of shareholders. o Addressing our supposed 13D violation concerning our intentions with respect to Sizeler, these intentions have developed over a long period driven in large measure by the recent self-serving conduct of management. We recognize that any proposal we make is of great concern to all shareholders and we will not be rushed to judgment. Having said this, we reaffirm our recent statement that our core proposal will likely be to seek a shareholder approved sale or liquidation of Sizeler with the proceeds to be distributed to all shareholders. Throughout this process, we will commit not to acquire any of Sizeler's properties either directly or indirectly. All sales would be to non-affiliated third party buyers. Moreover, neither we nor anyone affiliated with us will be paid any real estate commission or similar fees. In this regard, we note that shareholders have still not received an answer to the questions we asked management two months ago-did anyone affiliated with management receive any direct or indirect compensation in connection with the sale of Lakeview Club Apartments in January 2005? o For the second time, I will repeat there is not now nor has there ever been an explicit or implicit, written or verbal, understanding between us and any third party, including William Ackman and any of his affiliates with respect to Sizeler or its securities. Moreover, neither I nor any of my affiliates purchased one share of stock in First Union either directly or indirectly from William Ackman or any of his affiliates. All of the First Union common shares that we directly and indirectly own were acquired either through a public tender offer or directly from First Union in a transaction approved by its then Board of Directors at a 30% premium (not a 10% discount) to the trading price of the stock prior to announcement of the transaction and more than five months after Ackman had sold his shares back to First Union. o Finally, as to the allegation that I had sought to be co-CEO of Sizeler, nothing could be further from the truth. Let me be clear on this point, I would never serve in such a capacity with this management team. If one looks at the facts and compares them to management's mischaracterizations of them, one can only conclude that management's lack of credibility is consistent with both their track record and proclivity for abusive entrenching transactions. Before concluding, we have two questions for management. Why do you continue to delay setting the date for the annual meeting? Are there more dilutive shareholder detrimental transactions afoot? Let's stop the nonsense and let the shareholders vote on the merits of your track record and behavior versus the strategic proposals we ultimately make. We welcome all shareholder questions, comments and inquiries. Please feel free to contact me at (516) 822-0022. Sincerely, Michael L. Ashner Chief Executive Officer First Union Real Estate Equity and Mortgage Investments ------------------- First Union Real Estate Equity and Mortgage Investments is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts. First Union Real Estate Equity and Mortgage Investments has filed with the SEC a preliminary proxy statement with respect to its solicitation of proxies to elect Michael L. Ashner, Peter Braverman and Steven Zalkind as directors at Sizeler's 2005 Annual Meeting of Stockholders. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of charge at the SEC's website, www.sec.gov. First Union and Messrs. Ashner, Braverman and Zalkind may be deemed to be participants in the solicitation of proxies from the shareholders of Sizeler in connection with the annual meeting. Information about these participants is set forth in the preliminary proxy statement filed by First Union with the SEC. Investors may obtain additional information regarding the interests of such participants by reading the definitive proxy statement when it becomes available. -----END PRIVACY-ENHANCED MESSAGE-----