UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Sizeler Property Investors, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
830137-10-5
(CUSIP Number of Class of Securities)
K. (Rai) Sahi
Morguard Corporation
55 City Centre Drive, Suite 1000
Mississauga, ON L5B 1M3
(905) 281-4800
Paul Miatello
Revenue Properties Company Limited
55 City Centre Drive, Suite 800
Mississauga, ON L5B 1M3
(905) 281-3800
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 18, 2006
(Date of Event which Requires Filing Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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 page shall not be deemed
to be "filed" for the purposes 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 following pages)
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Schedule 13D
CUSIP No. 830137-10-5
--------- ----------------------------------------------------------------------
(1) Name of Reporting Person Revenue Properties (U.S.) Inc.
S.S. or I.R.S. Identification No. of Above Person
--------- ----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) |_|
(b) |_|
--------- ----------------------------------------------------------------------
(3) SEC Use Only
--------- ----------------------------------------------------------------------
(4) Source of Funds WC, BK
--------- ----------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) |_|
--------- ----------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
-------------------- ----------------- -----------------------------------------
Number of (7) Sole Voting Power
Shares ----------------- -----------------------------------------
(8) Shared Voting Power
Beneficially
2,123,600
Owned by
----------------- -----------------------------------------
Each Reporting (9) Sole Dispositive Power
Person ----------------- -----------------------------------------
(10) Shared Dispositive Power
With
2,123,600
-------------------- ----------------- -----------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,123,600
--------- ----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|_|
--------- ----------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.89%
--------- ----------------------------------------------------------------------
(14) Type of Reporting Person
CO
--------- ----------------------------------------------------------------------
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Schedule 13D
CUSIP No. 830137-10-5
--------- ----------------------------------------------------------------------
(1) Name of Reporting Person
Revenue Properties Company Limited
S.S. or I.R.S. Identification No. of Above Person
--------- ----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) |_|
(b) |_|
--------- ----------------------------------------------------------------------
(3) SEC Use Only
--------- ----------------------------------------------------------------------
(4) Source of Funds
OO
--------- ----------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) |_|
--------- ----------------------------------------------------------------------
(6) Citizenship or Place of Organization
Ontario
-------------------- ----------------- -----------------------------------------
Number of (7) Sole Voting Power
Shares ----------------- -----------------------------------------
(8) Shared Voting Power
Beneficially
2,123,600
Owned by
----------------- -----------------------------------------
Each Reporting (9) Sole Dispositive Power
Person ----------------- -----------------------------------------
(10) Shared Dispositive Power
With
2,123,600
-------------------- ----------------- -----------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,123,600
--------- ----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|_|
--------- ----------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.89%
--------- ----------------------------------------------------------------------
(14) Type of Reporting Person
CO
--------- ----------------------------------------------------------------------
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Schedule 13D
CUSIP No. 830137-10-5
--------- ----------------------------------------------------------------------
(1) Name of Reporting Person
Morguard Corporation
S.S. or I.R.S. Identification No. of Above Person
--------- ----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) |_|
(b) |_|
--------- ----------------------------------------------------------------------
(3) SEC Use Only
--------- ----------------------------------------------------------------------
(4) Source of Funds
OO
--------- ----------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) |_|
--------- ----------------------------------------------------------------------
(6) Citizenship or Place of Organization
Canada
-------------------- ----------------- -----------------------------------------
Number of (7) Sole Voting Power
Shares ----------------- -----------------------------------------
(8) Shared Voting Power
Beneficially
2,123,600
Owned by
----------------- -----------------------------------------
Each Reporting (9) Sole Dispositive Power
Person ----------------- -----------------------------------------
(10) Shared Dispositive Power
With
2,123,600
-------------------- ----------------- -----------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,123,600
--------- ----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|_|
--------- ----------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.89%
--------- ----------------------------------------------------------------------
(14) Type of Reporting Person
CO
--------- ----------------------------------------------------------------------
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This Amendment No. 3 ("Amendment No. 3") amends and supplements the
statement on Schedule 13D initially filed by the Reporting Persons on December
19, 2005, as amended by Amendment No. 1 filed on March 14, 2006 and Amendment
No. 2 filed on August 10, 2006 (the "Statement"). Information reported in the
Statement remains in effect except to the extent that it is amended, restated or
superseded by information contained in this Amendment No. 3. Capitalized terms
used and not defined in this Amendment No. 3 shall have the meanings set forth
in the Statement.
Item 4. Purpose of Transaction
Item 2 of the Statement is hereby amended and supplemented as follows:
On August 21, 2006, RPCL announced in a press release (the "Press
Release") that it had entered into a Merger Agreement pursuant to which each
outstanding share of Common Stock of the Company would be exchanged for $15.10
in cash (the "Transaction"). The Transaction is valued at approximately $324
million and RPCL will assume debt of approximately $85 million. Funding for the
Transaction will be from internal and third party bank financing sources. The
acquisition is subject to approval by Sizeler stockholders and is expected to
close in the fourth quarter of 2006 and has a termination date of December 31,
2006. The Press Release is attached hereto as Exhibit 5 and is incorporated by
reference to this Item 4. The foregoing summary of the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which is attached hereto as Exhibit 4 and incorporated by
reference into this Item 4.
The purpose of the Transaction is to acquire all of the outstanding
shares of the Company's Common Stock. If the Transaction is consummated, the
Company's Common Stock will be delisted from the New York Stock Exchange and
will cease to be registered under the Act, and the Company will be privately
held by the Reporting Persons.
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and restated in its entirety
as follows:
(a) The Reporting Persons beneficially own, within the meaning of Rule
13d-3 under the Act, 2,123,600 shares of Common Stock. The Common Stock owned by
the Reporting Persons constitute approximately 9.89% of the Common Stock
outstanding (computed on the basis of 21,469,074 shares of Common Stock
outstanding as at August 18, 2006, based on a representation made by the Company
in the Merger Agreement).
To the Reporting Persons' knowledge, except as set forth in Annex A to
the Statement, other persons named in Item 2 do not beneficially own, within the
meaning of Rule 13d-3 under the Act, any shares of Common Stock.
(b) RPCL and Morguard may be deemed to share voting and dispositive
power over 2,123,600 shares of Common Stock, which represents 9.89% of the
outstanding Common Stock.
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(c) The trading dates, numbers of shares of Common Stock acquired and
the prices per share for all transactions related to shares of Common Stock by
the persons named in Item 2 for the last 60 days are set forth in Annex B hereto
and are incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
Merger Agreement between RPCL and the Company.
See Item 4 of this Amendment No. 3 which is incorporated herein by
reference.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Joint Filing Agreement*
Exhibit 2 Letter of Intent dated August 7, 2006**
Exhibit 3 Press release dated August 8, 2006**
Exhibit 4 Merger Agreement dated August 18, 2006
Exhibit 5 Press release dated August 21, 2006.
* Previously filed on March 14, 2006 with Amendment No. 1 to the original
Statement on Schedule 13D.
** Previously filed on August 10, 2006 with Amendment No. 2 to the original
Statement on Schedule 13D.
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SIGNATURE
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 21, 2006
MORGUARD CORPORATION
By: /s/ Beverley G. Flynn
----------------------------------------------
Name: Beverley G. Flynn
Title: Secretary
REVENUE PROPERTIES COMPANY LIMITED
By: /s/ Paul Miatello
----------------------------------------------
Name: Paul Miatello
Title: C.F.O.
REVENUE PROPERTIES (U.S.) INC.
By: /s/ Paul Miatello
----------------------------------------------
Name: Paul Miatello
Title: Vice President
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ANNEX B
The following transactions were effected by the persons named in Item 2
during the past sixty (60) days in open market transactions:
Bruce S. Simmonds
-----------------
Shares of Common
Date of Transaction Sale/Purchase Stock Price Per Share
------------------- ------------- ---------------- ---------------
July 24, 2006 Sale 1,000 $15.42
July 20, 2006 Sale 1,000 $15.40
July 20, 2006 Sale 500 $15.31
July 20, 2006 Sale 500 $15.34 (average)
100 at $15.31
400 at $15.35
July 20, 2006 Sale 1,000 $15.31
July 20, 2006 Sale 500 $15.30
July 17, 2006 Sale 500 $14.58
July 17, 2006 Sale 500 $14.57
July 17, 2006 Sale 500 $14.53
July 17, 2006 Sale 500 $14.55
July 17, 2006 Sale 1,000 $14.40
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EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement*
Exhibit 2 Letter of Intent dated August 7, 2006**
Exhibit 3 Press release dated August 8, 2006**
Exhibit 4 Merger Agreement dated August 18, 2006
Exhibit 5 Press release dated August 21, 2006.
* Previously filed on March 14, 2006 with Amendment No. 1 to the original
Statement on Schedule 13D.
** Previously filed on August 10, 2006 with Amendment No. 2 to the original
Statement on Schedule 13D.
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