AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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
SIZELER PROPERTY INVESTORS, INC.
(Name of Subject Company (Issuer))
SIZELER PROPERTY INVESTORS, INC.
(Name of Filing Person (Issuer))
8% CONVERTIBLE SUBORDINATED DEBENTURES DUE JULY 15, 2003
(Title of Class of Securities)
830137AA3
(CUSIP Number of Class of Securities)
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)
Copies to:
WILLIAM I. SCHAPIRO, ESQ.
JAECKLE FLEISCHMANN & MUGEL, LLP
800 FLEET BANK BUILDING
TWELVE FOUNTAIN PLAZA
BUFFALO, NEW YORK 14202
(716) 856-0600
CALCULATION OF FILING FEE
=========================================================================================================================
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
-------------------------------------------------------------------------------------------------------------------------
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)
=========================================================================================================================
(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
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[ ] 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: [X]
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INTRODUCTORY STATEMENT
This is amendment No. 2 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 (the "New Debentures") and/or 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 4. TERMS OF THE TRANSACTION.
The Exchange Offer closed on May 1, 2002. The Issuer accepted
$28,067,000 in aggregate principal amount of Old Debentures in exchange for New
Debentures and Series B Preferred Stock. Of the total amount tendered,
$27,299,000 in principal amount was tendered for the New Debenture option and
$768,000 in principal amount of Old Debentures was tendered for shares of
Series B Preferred Stock.
Item 12. EXHIBITS.
(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 May 1, 2002, incorporated by
reference to the Issuer's Rule 425 filing dated May 2, 2002.
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SIGNATURE
After due 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 2, 2002
SIZELER PROPERTY INVESTORS, INC.
By: /s/ Robert A. Whelan
-----------------------------
Robert A. Whelan,
Chief Financial Officer
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