AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 2002
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Sizeler Property Investors, Inc.
(Name of Subject Company (Issuer))
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SIZELER PROPERTY INVESTORS, INC.
(Name of Filing Person (Issuer))
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8% CONVERTIBLE SUBORDINATED DEBENTURES DUE JULY 15, 2003
(Title of Class of Securities)
830137AA3
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(CUSIP Number of Class of Securities)
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SIDNEY W. LASSEN
CHAIRMAN
2542 WILLIAMS BOULEVARD
KENNER, LOUISIANA 70062
(504) 471-6200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)
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Copies to:
WILLIAM I. SCHAPIRO, ESQ.
JAECKLE FLEISCHMANN & MUGEL, LLP
800 FLEET BANK BUILDING
TWELVE FOUNTAIN PLAZA
BUFFALO, NEW YORK 14202
(716) 856-0600
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CALCULATION OF FILING FEE
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Proposed
Maximum Proposed
Aggregate Maximum Amount of
Title of Each Class of Amount to be Offering Aggregate Registration
Securities to be Registered Registered Price Per Unit Offering Price Fee
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9.75% Series B cumulative
redeemable preferred stock....... $61,900,000 100% $61,900,000 (1) $5,694.80 (2)
9.0% convertible subordinated
debentures due
July 15, 2009.................... (3) (3) (3) (3)
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(1) Pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended,
this amount is the market value of the maximum amount of 8% convertible
subordinated debentures due 2003 that may be received by the registrant
from tendering holders.
(2) The registration fee has been calculated pursuant to Rule 457(f) under the
Securities Act of 1933, as amended.
(3) The maximum principal amount of 9.0% convertible subordinated debentures
due July 15, 2009 that may be issued in this exchange offer is the
conversion price of such debentures multiplied by 3,667,311. The total of
Series B preferred stock and 9.0% convertible subordinated debentures to be
issued upon completion of this exchange offer will be equal to or less than
$61,900,000. Therefore, no additional registration fee is required
pursuant to Rule 457 under the Securities Act of 1933, as amended.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previously paid: $ 5,694.80 Filing Party: Sizeler Property Investors, Inc.
Form or Registration No.: 333-72208 Date Filed: October 25, 2001
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] Third-party tender offer subject to Rule 14d-1.
[X] Issuer tender offer subject to Rule 13e-4.
[_] Going-private transaction subject to Rule 13e-3.
[_] Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
INTRODUCTORY STATEMENT
This is amendment No. 1 to a Tender Offer Statement on Schedule TO (as
amended hereby, this "Schedule TO") relates to the offer by Sizeler Property
Investors, Inc., a Maryland corporation (the "Issuer"), to exchange $61.9
million in principal amount of 8% convertible subordinated debentures due July
15, 2003 (the "old debentures") for 9.0% convertible subordinated debentures due
July 15, 2009 (up to a maximum principal amount of $40,340,000) and 9.75% Series
B cumulative redeemable preferred stock, par value $0.0001 per share, upon the
terms and subject to the conditions set forth in the Prospectus and Exchange
Offer filed with the Securities and Exchange Commission under Rule 424(b) on
March 28, 2002 (the "Prospectus"), which is a part of the Issuer's Registration
Statement on Form S-4 (File No. 333-72208) filed with the Securities and
Exchange Commission on October 25, 2001 as amended by Amendment No. 1 filed with
the Securities and Exchange Commission on November 20, 2001, Amendment No. 2
filed with the Securities and Exchange Commission on January 22, 2002 and
Amendment No. 3 filed with the Securities and Exchange Commission on March 25,
2002 (the "Registration Statement"), and the related Letter of Transmittal filed
as Exhibit 99.1 to the Registration Statement.
The information in the Registration Statement, including all exhibits
thereto, is incorporated herein by reference in answer to all of the items in
the Schedule TO, except as otherwise set forth below.
The Issuer hereby amends and supplements the Schedule TO as follows:
ITEM 12. EXHIBITS.
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(a)(1)(A) Prospectus and Exchange Offer (incorporated by reference to the
Issuer's Prospectus filed pursuant to Rule 424(b) on March 28, 2002 as
part of the Issuer's Registration Statement on Form S-4, as amended
(No. 333-72208)).
(a)(1)(B) Form of Letter of Transmittal (incorporated by reference to Exhibit
99.1 of Amendment No. 2 to the Issuer's Registration Statement on Form
S-4 (No. 333-72208) filed on January 22, 2002).
(a)(1)(C) Form of Notice to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees (incorporated by reference to Exhibit 99.2 of
Amendment No. 2 to the Issuer's Registration Statement on Form S-4
(No. 333-72208) filed on January 22, 2002).
(a)(1)(D) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees (incorporated by reference
to Exhibit 99.3 of Amendment No. 2 to the Issuer's Registration
Statement on Form S-4 (No. 333-72208) filed on January 22, 2002).
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(a)(4) Prospectus and Exchange Offer (incorporated by reference to the
Issuer's Prospectus filed pursuant to Rule 424(b) on March 28, 2002 as
part of the Issuer's Registration Statement on Form S-4, as amended
(No. 333-72208)).
(a)(5) Press Release issued by the Issuer on April 26, 2002, incorporated by
reference to the Issuer's Rule 425 filing dated April 29, 2002.
(h) Opinion of Jaeckle Fleischmann & Mugel, LLP regarding certain tax
matters (incorporated by reference to Exhibit 8 to the Issuer's
Registration Statement on Form S-4 (No. 333-72208) filed on October
25, 2001).
SIGNATURE
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After due inquiry and to the best of my knowledge and believe, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 29, 2002
SIZELER PROPERTY INVESTORS, INC.
By: /s/ Robert A. Whelan
_________________________________________
Robert A. Whelan,
Chief Financial Officer
656147
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