UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to Rule ss.240.14a-12
SIZELER PROPERTY INVESTORS, INC.
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(Name of Registrant as Specified In Its Charter)
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials: N/A
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Attached hereto is Amendment No. 23 to First Union Real Estate Equity and
Mortgage Investment's ("First Union") Schedule 13D with respect to common stock
of Sizeler Property Investors, Inc. ("Sizeler"), filed today with the Securities
and Exchange Commission (the "SEC"). The 13D amendment discloses that 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 to mitigate Sizeler management's blunder. A copy of the letter is
attached to the 13D amendment.
First Union previously notified Sizeler of its intention to file a proxy
statement and other relevant documents with the SEC in support of the election
as directors of Sizeler of Michael L. Ashner, Peter Braverman and Steven Zalkind
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.
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
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 4, 2005
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(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
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7 SOLE VOTING POWER
1,490,600
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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 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,490,600 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON*
OO
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*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