UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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SIZELER PROPERTY INVESTORS, Inc.
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(Name of Registrant as Specified In Its Charter)
REVENUE PROPERTIES COMPANY LIMITED
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FILED AS PART OF SCHEDULE 13D, AMENDMENT NO. 4 BY REVENUE PROPERTIES COMPANY
LIMITED ON SEPTEMBER 14, 2006
Letter to Thomas A. Masilla Jr.
REVENUE PROPERTIES COMPANY LIMITED
BY FACSIMILE September 13, 2006
CONFIDENTIAL
Sizeler Property Investors, Inc.
2542 Williams Boulevard
Kenner, Louisiana 70062
Attention: Mr. Thomas A. Masilla, Jr., President
Dear Mr. Masilla:
Re: Compson Holding Corp. Proposal
We have received from your counsel a copy of the proposal made by
Compson Holding Corp. (the "Proposal"), which we understand was made on the
evening of September 12, 2006.
We understand that you will need to work through the Proposal with your
Board and with your legal and financial advisers.
We have now had the opportunity to review the Proposal and the
definition of "Company Superior Proposal" in Section 6.4 of our Agreement and
Plan of Merger, dated as of August 18, 2006 (the "Merger Agreement"). Having
done so, we wanted to share with you our view that the Proposal would not
constitute a "Company Superior Proposal" under the Merger Agreement. Among other
relevant aspects of the Proposal, we would note the following: (1) the Proposal
is non-binding and subject to negotiation of definitive documentation, (2) the
Proposal relates to a purchase of assets only (and not a purchase of the public
entity) and, as such, (i) Sizeler (and indirectly its stockholders) would
continue to be responsible for significant wind-up costs, (ii) the actual
receipt of consideration by Sizeler's stockholders would necessarily be subject
to increased risk and delay, and (iii) Sizeler's stockholders would, we
understand, be liable as transferees under State law for any liabilities of
Sizeler that are not assumed or paid off by the purchaser under the Proposal,
(3) while the Proposal refers to debt financing, a commitment letter was not
included with the Proposal, (4) the Proposal appears to suggest that only $20
million of equity would be available for the transaction, (5) the Proposal calls
for a break-up fee of $12 million, (6) the Proposal includes additional closing
conditions relating to asset conveyances and estoppel certificates, and (7)
while the Proposal does not seem to contemplate a "diligence out" in the
definitive documentation, there appears to be an information review process
built into the Proposal.
We look forward to continuing to work with you to bring about a
successful closing to our merger transaction.
Sincerely,
/s/ K. (Rai) Sahi
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K. (Rai) Sahi
Chairman & CEO
cc: Robert W. Smith, Jr., Esq., DLA Piper Rudnick Gray Cary US LLP
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