SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 19)
-----------------------
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 29, 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 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. 19 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, and as further amended by Amendment No. 18 to Schedule 13D
dated March 28, 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 29, 2005, First Union filed its answer in the action brought by
Sizeler in the Federal District Court for the District of Maryland. Sizeler's
complaint (i) alleges that First Union violated Federal Securities laws by not
disclosing all required information in its Schedule 13D filings and (ii) seeks
declaratory relief that the actions taken by Sizeler's Board in connection with
its below market stock sale on March 15, 2005 did not breach their fiduciary
duty or otherwise act fraudulently, in bad faith, recklessly, negligently or
with corporate waste. First Union denied all of Sizeler's material allegations
with respect to First Union's 13D filings and requested that the court deny the
declaratory relief requested by Sizeler with respect to the March 15 stock sale.
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 29, 2005 FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS
By: /s/ Peter Braverman
------------------------------------
Peter Braverman
President