-----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, Ke3Y+3EsqQyYLHcoCqzV48+RNbt0CkVk8dwG3hi/WtKrRbfMECtCemT7n70NRIzl RTx7Egfsdl6SN/tucJJwwg== 0001193805-05-001645.txt : 20050804 0001193805-05-001645.hdr.sgml : 20050804 20050804121324 ACCESSION NUMBER: 0001193805-05-001645 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050804 DATE AS OF CHANGE: 20050804 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: 05998415 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 e500850_sc13da-sizeler.txt AMENDMENT NO. 29 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 29) ----------------------- 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) August 3, 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 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,500,600 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY - 0 - OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,500,600 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,600 Shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 830137-10-5 13D This Amendment No. 29 amends certain information contained in the Schedule 13D filed 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, 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, 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, as further amended by Amendment No. 22 to Schedule 13D dated April 28, 2005, as further amended by Amendment No. 23 to Schedule 13D dated May 4, 2005, as further amended by Amendment No. 24 to Schedule 13D dated May 5, 2005, as further amended by Amendment No. 25 to Schedule 13D dated May 18, 2005, as further amended by Amendment No. 26 to Schedule 13D dated June 15, 2005, as further amended by Amendment No. 27 to Schedule 13D dated June 23, 2005, and as further amended by Amendment No. 28 to Schedule 13D dated July 14, 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: In light of Sizeler's failure to hold its 2005 annual meeting of stockholders within 60 days of the first anniversary of the 2004 annual meeting of stockholders, First Union, in order to comply with Sizeler's by-laws, was required to resubmit its indication that it intended to nominate in person at Sizeler's 2005 annual meeting of stockholders nominees for election to Sizeler's Board of Directors within 10 days of the date of announcement of the 2005 annual meeting of stockholders. On August 2, 2005, Sizeler issued a press release announcing that its 2005 annual meeting of shareholders would be held on October 27, 2005 and that as a result of a reduction in the number of directors of the Board, only two directors and not three, would be up for election at the 2005 annual meeting of stockholders. Accordingly, on August 3, 2005, First Union sent a letter to Sizeler in accordance with Sizeler's by-laws notifying Sizeler that First Union intends to nominate in person at Sizeler's 2005 annual meeting of stockholders Michael L. Ashner and Peter Braverman for election to Sizeler's Board of Directors. A copy of the nominating letter sent to Sizeler is attached hereto as an Exhibit 24. Also on August 3, 2005, First Union sent a letter to Sizeler in which First Union reiterated its interest in participating in any offering by Sizeler of equity or debt securities on a basis comparable to that offered to others. A copy of this letter is attached hereto as Exhibit 25. Item 7. Materials to be Filed as Exhibits. Exhibit 24. Letter from First Union to Sizeler dated August 3, 2005 relating to the nomination of directors. Exhibit 25. Letter from First Union to Sizeler dated August 3, 2005 relating to future equity issuances. 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: August 4, 2005 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS By: /s/ Michael L. Ashner ------------------------- Michael L. Ashner Chief Executive Officer EX-24 2 e500850_ex24.txt LETTER FROM FIRST UNION TO SIZELER Exhibit 24 [FIRST UNION LETTERHEAD] August 3, 2005 FEDERAL EXPRESS Sizeler Property Investors, Inc. 2542 Williams Boulevard Kenner, Louisiana 70062 Attention: Sidney W. Lassen Chairman of the Board Re: Notice of Intention to Present Nominations Dear Mr. Lassen: First Union Real Estate Equity and Mortgage Investments, an Ohio trust (the "Proponent"), is a stockholder of record of Sizeler Property Investors, Inc. (the "Company"). The Proponent hereby notifies the Company, in accordance with Article II, Section 11, of the Company's by-laws (the "by-laws"), of its intention to nominate in person at the Company's 2005 annual meeting of stockholders to be held on October 27, 2005, and any adjournments thereof (the "2005 Annual Meeting") the following persons for election to the Company's Board of Directors (the "Board"): Michael L. Ashner Peter Braverman Such nominations are being made on behalf of the Proponent. Please note that (i) Mr. Ashner and Mr. Braverman are currently employees of Winthrop Financial Associates, A Limited Partnership, directors and officers of the Proponent, officers of The Newkirk Master Limited Partnership and officers of Exeter Capital Corporation, and (ii) Mr. Ashner and Mr. Braverman formerly served as directors of Shelbourne Properties I, Inc., Shelbourne Properties II, Inc. and Shelbourne Properties III, Inc., entities in which Mr. Ashner was the Chief Executive Officer and Mr. Braverman was the Executive Vice President. The information required to be set forth with respect to the Nominees and the Proponent pursuant to Article II, Section 11 of the by-laws is set forth on Exhibit A hereto. Also enclosed are the consents of the Nominees to serve as directors of the Company if elected. The Proponent intends to appear in person or by proxy at the 2005 Annual Meeting to nominate the persons named in this notice. The Proponent requests written notice as soon as practicable of any alleged defect in this Notice of Intention to Present Nominations and reserves the right, following receipt of any such notice, to either challenge, or attempt as soon as practicable to cure, such alleged defect. The Proponent agrees to furnish such other information with respect to the Nominees as may reasonably be required by the Company to determine the eligibility of any such Nominee to serve as a director of the Company. Please direct any questions regarding the information contained in this Notice of Intention to Present Nominations to Michael L. Ashner, c/o First Union Real Estate Equity and Mortgage Investments, Two Jericho Plaza, Wing A, Suite 111, (516) 822-0022 (phone), (516) 433-2777 (facsimile). Please sign and return the enclosed copy of this letter to acknowledge its receipt and that this letter, without any additional actions or information, is sufficient to comply with the board nomination requirements of the Company, including without limitation the requirements of the by-laws and applicable court orders. Very truly yours, FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS By: /s/ Michael L. Ashner -------------------------- Michael L. Ashner Chief Executive Officer cc: The Board of Directors of Sizeler Property Investors, Inc. AGREED AND ACCEPTED THIS ___ DAY OF _____________, 2005 SIZELER PROPERTY INVESTORS, INC. By --------------------------------- Name: Title: Information Regarding The Director Nominees Michael L. Ashner, Age 52 Business Address c/o First Union Real Estate Equity and Mortgage Investments Two Jericho Plaza Wing A, Suite 111 Jericho, New York 11753 Home Address 2 Bridle Court Oyster Bay Cove, New York 11771 Business Experience (1) Chairman and Chief Executive Officer, January 2004 - Present First Union Real Estate Equity and Mortgage Investments (real estate investment trust) Chief Executive Officer, January 1996 - Present Winthrop Financial Associates, A Limited Partnership (real estate management and investment company) Director and Chief Executive Officer, November 1997 - Present The Newkirk Master Limited Partnership (real estate management and investment company) President, 1981 - Present Exeter Capital Corporation (organized and administered real estate limited partnerships) Corporate Directorships of Public Companies NBTY, Inc. GB Holdings, Inc. Atlantic Entertainment Holdings, Inc. First Union Real Estate Equity and Mortgage Investments - ---------- (1) No corporation or organization referred to below is a parent, subsidiary or other affiliate of the Company. Peter Braverman, Age 53 Business Address c/o First Union Real Estate Equity and Mortgage Investments Two Jericho Plaza Wing A, Suite 111 Jericho, New York 11753 Home Address 141 Wooster Street Apt. 5C & D New York, New York 10012 Business Experience (1) President, August 2004 - Present Executive Vice President, January 2004 - August 2004 First Union Real Estate Equity and Mortgage Investments (real estate investment trust) Executive Vice President, January 1996 - Present Winthrop Financial Associates, A Limited Partnership (real estate management and investment company) Executive Vice President, November 1997 - Present The Newkirk Master Limited Partnership (real estate management and investment company) Corporate Directorships of Public Companies First Union Real Estate Equity and Mortgage Investments - ---------- (1) No corporation or organization referred to below is a parent, subsidiary or other affiliate of the Company. Certain Proceedings None of the Participants has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past ten years. No Participant owns any shares of common stock of record but not beneficially. No Participant owns any securities of any subsidiary of the Company. During the past two years, none of the Participants has borrowed or otherwise obtained funds for the purpose of acquiring or holding any securities of the Company. During the past two years, the Participants listed above did not effect any sales of the Company's common stock and effected the following purchases of the Company's common stock, all of which were effected by the Proponent: Date Amount Price per Share August 17, 2004 70,000 $7.70 August 18, 2004 600 $7.83 August 19, 2004 29,300 $7.91 August 23, 2004 17,200 $8.06 August 24, 2004 32,200 $8.26 August 25, 2004 63,500 $8.28 August 30, 2004 13,700 $8.49 August 31, 2004 37,500 $8.56 September 1, 2004 176,600 $8.56 September 1, 2004 20,400 $8.61 September 2, 2004 47,300 $8.61 September 7, 2004 161,700 $8.66 October 4, 2004 2,000 $9.02 October 6, 2004 28,100 $9.16 October 7, 2004 30,000 $9.29 October 8, 2004 19,100 $9.19 October 12, 2004 25,000 $9.21 October 14, 2004 3,000 $9.01 October 19, 2004 100 $9.15 October 20, 2004 10,900 $9.11 November 5, 2004 14,000 $9.59 November 10, 2004 44,500 $9.61 November 11, 2004 46,000 $9.61 November 12, 2004 60,500 $9.65 November 15, 2004 66,400 $9.71 December 2, 2004 100,000 $10.00 January 5, 2005 9,600 $11.01 January 6, 2005 600 $11.05 January 7, 2005 8,800 $11.05 January 10, 2005 1,200 $11.05 January 25, 2005 117,000 $11.60 February 4, 2004 3,600 $11.56 February 14, 2005 10,000 $12.05 February 16, 2005 6,000 $11.98 February 17, 2005 10,000 $12.03 February 18, 2005 5,000 $11.88 February 22, 2005 10,000 $11.80 February 23, 2005 8,900 $11.70 March 17, 2005 50,000 $11.90 March 18, 2005 20,000 $11.92 March 21, 2005 20,000 $11.95 March 23, 2005 15,000 $12.00 March 30, 2005 10,000 $12.00 April 1, 2005 15,000 $11.50 May 4, 2005 39,800 $10.96 May 5, 2005 10,500 $11.50 May 10, 2005 900 $12.00 May 11, 2005 9,100 $12.00 Other than as discussed above, no Participant is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company. No securities are owned by "associates" of any of the Participants as such term is used under Regulation 14A. None of the Participants or any of such Participant's associates has any arrangement or understanding with respect to any future employment by the Company or any future transactions to which the Company will or may be a party, nor any material interest, direct or indirect, in any transaction which has occurred since December 31, 2003 or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party and in which the amount involved exceeds $60,000. CONSENT I, Michael L. Ashner, hereby consent (i) to serve as a director of Sizeler Property Investors, Inc. (the "Company") if elected at the 2005 Annual Meeting of the Company, and (ii) to be named in any proxy statement to be filed in conjunction with my nomination to the Board of Directors of the Company. IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered on this 3rd day of August, 2005. /s/ Michael L. Ashner --------------------- Michael L. Ashner CONSENT I, Peter Braverman, hereby consent (i) to serve as a director of Sizeler Property Investors, Inc. (the "Company") if elected at the 2005 Annual Meeting of the Company, and (ii) to be named in any proxy statement to be filed in conjunction with my nomination to the Board of Directors of the Company. IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered on this 3rd day of August, 2005. /s/ Peter Braverman --------------------- Peter Braverman EX-25 3 e500850_ex25.txt LETTER FROM FIRST UNION TO SIZELER Exhibit 25 [FIRST UNION LETTERHEAD] August 3, 2005 VIA FACSIMILE AND FEDERAL EXPRESS Mr. Sidney Lassen Chief Executive Officer Sizeler Property Investors, Inc. 2542 Williams Boulevard Kenner, Louisiana 70062 Dear Mr. Lassen: We have reviewed Sizeler's August 2, 2005 press release announcing amendments to its shareholders rights plan. We wish to reiterate First Union Real Estate Equity and Mortgage Investments' ("First Union") interest in participating in any offering by Sizeler of equity or debt securities on a basis comparable to that offered to others. Moreover, we may be willing to pay a premium in order to purchase the entire issue. Accordingly, please provide First Union - or alternatively all Sizeler shareholders - with any such opportunity contemplated. It is First Union's position that Sizeler's offering of securities in March was in violation of its fiduciary duties, and was consummated with the aim of entrenching its Board to the substantial monetary harm of its stockholders. As you are aware, the Circuit Court in and for Baltimore City observed at our emergency hearing that First Union had raised "grave questions about this transaction." In particular, in light of the state court's stated concern and First Union's expression of interest, we expect that Sizeler and its Board will conduct itself appropriately. Very truly yours, FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS Michael L. Ashner Chief Executive Officer cc: Mr. William Byrnes Stephen Kastenberg, Esq. -----END PRIVACY-ENHANCED MESSAGE-----