-----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, HcpN2jL1ZCgexV1hD4LxUfBxCSunGDxidejwuMlMm9fuNkgwrY4B/udBmuqx4stl DfQMkjvm+R9i+qF57gZoRg== 0001193805-05-000985.txt : 20050505 0001193805-05-000985.hdr.sgml : 20050505 20050504174709 ACCESSION NUMBER: 0001193805-05-000985 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050505 DATE AS OF CHANGE: 20050504 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: 05800511 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 e500542_sc13da-sizeler.txt AMENDMENT NO. 23 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 23) ---------------------- 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 and Post Heymann & Koffler LLP 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) May 4, 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 PERSON 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 1,490,600 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY - 0 - OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,490,600 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,490,600 Shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 23 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, as further amended by Amendment No. 16 to Schedule 13D dated March 23, 2005, as further amended by Amendment No. 17 to Schedule 13D dated March 24, 2005, as further amended by Amendment No. 18 to Schedule 13D dated March 28, 2005, as further amended by Amendment No. 19 to Schedule 13D dated March 29, 2005, and as further amended by Amendment No. 20 to Schedule 13D dated April 19, 2005, as further amended by Amendment No. 21 to Schedule 13D dated April 19, 2005, and as further amended by Amendment No. 22 to Schedule 13D dated April 28, 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 39,800 Shares on May 3, 2005 and 10,500 Shares on May 4, 2005 for an aggregate purchase price of $557,041.58, which funds were provided from the working capital of First Union. Item 4. Purpose of Transaction. Item 4 is hereby amended as follows: On May 4, 2005, First Union sent a letter to Mr. Sidney Lassen, the Chairman and Chief Executive Officer of Sizeler, and issued a press release which incorporated such letter commenting on the high level of conversions of Sizeler's 9% Convertible Subordinated Debentures (the "Debentures") and suggesting that common sense dictates that a special dividend be declared with the proceeds from the March 2005 below market equity issuance that was purportedly to be used to redeem the Debentures. A copy of the press release is attached hereto as Exhibit 17 and incorporated by this reference. 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 May 4, 2005, First Union directly owns 1,490,600 Shares representing 7.1% of the total outstanding Shares. The foregoing is based upon 20,987,315 Shares outstanding which represents the number of shares reported outstanding in the Issuer's Current Report on Form 8K filed on May 4, 2005. (b) First Union has the sole power to vote and dispose of 1,490,600 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 May 3, 2005 39,800 10.96 May 4, 2005 10,500 11.50 (d) Not applicable (e) Not applicable Item 7. Materials to be Filed as Exhibits. Exhibit 17. Press Release of First Union dated May 4, 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: May 4, 2005 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS By: /s/ Michael L. Ashner ------------------------------ Michael L. Ashner Chief Executive Officer EX-17 2 e500542_ex17.txt PRESS RELEASE OF FIRST UNION DATED 5/4/05. 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 REQUESTS SPECIAL DIVIDEND BE ISSUED BY SIZELER PROPERTY INVESTORS Boston, Massachusetts- May 4, 2005- First Union Real Estate Equity and Mortgage Investments (NYSE:FUR) released today the following letter that was sent to Sidney Lassen, Chairmen and Chief Executive Officer of Sizeler Property Investors, Inc. (NYSE:SIZ): May 4, 2005 Mr. Sidney Lassen Chief Executive Officer Sizeler Property Investors, Inc. 2542 Williams Boulevard Kenner, Louisiana 70062 Dear Mr. Lassen: We note Sizeler's Press Release of early today in which it was announced that over 95% of the debenture holders elected to convert their debentures into common shares. I wish we could say we were surprised by such a high level of conversion but the only thing that surprised us was that the full outstanding issue was not converted. We suspect that one or more visually impaired debenture holders mistakenly checked the wrong box on the redemption form. The conversion of almost all of the debentures further highlights the absurdity of management's recent below-market issuance of common shares, purportedly to redeem its outstanding convertible debentures. Most competent capital managers first would have notified the debenture holders of Sizeler's intention to redeem and then fund any redemptions, if at all necessary, using Sizeler's available cash and $50 million line of credit. Utilizing this customary and prudent approach, management would then have raised equity to repay the line of credit only to the extent necessary. In so doing, Sizeler would have reduced its debt with a minimum of shareholder dilution. Apparently, either an elementary understanding of the fundamentals of capital allocation is not a pre-requisite for employment as an executive officer at Sizeler or the recent equity issuance was effected not for the purpose of redeeming the debentures but to further entrench management. Sizeler's management, in a decision that can at best be described as a strategic travesty, chose to raise equity at a substantial discount to market before the actual amount needed was determined. To the substantial detriment of existing shareholders, Sizeler raised approximately $28 million of equity capital for a purpose that ultimately required a mere $2.6 million, an amount that easily could have been funded from Sizeler's $6.3 million of cash reserves or the aforementioned $50 million credit line. On behalf of our fellow shareholders, we implore you to stop taking steps to implement your "strategic plan" before you denude us of all shareholder value. In light of management's inability to take actions that first and foremost benefit shareholders, we suggest that common sense dictates that in order to mitigate this colossal management blunder, a special dividend should be paid to the shareholders of Sizeler from the proceeds of the below market equity offering. The expected proceeds of the recently announced Bryn Mawr Apartments sale, cash reserves and the credit line should provide Sizeler with more than sufficient cash to meet its daily needs, unless, of course, you plan on using excess corporate funds to further entrench management or enter into additional dilutive and destructive transactions under the rubric of implementing your "strategic plan." Very truly yours, FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS Michael L. Ashner Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----