SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(x) Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 for the period ended December 31, 2001 or
( ) Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 for the transition period from __________ to _________
Commission File Number 1-9349
Sizeler Real Estate Management Co., Inc. 401(k) Plan
(Full title of the Plan)
Sizeler Property Investors, Inc.
2542 Williams Blvd.
Kenner, LA 70062
(Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office)
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Sizeler Real Estate Management Co., Inc. 401(k) Plan
Table of Contents
Page
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Plan financial statements and schedules prepared in accordance
with the financial reporting requirements of the Employment
Retirement Income Security Act of 1974.
Independent Auditors' Report 3
Statement of Net Assets Available for Benefits as of
December 31, 2001 4
Statement of Changes in Net Assets Available for Benefits
For the Period from November 1, 2001 (inception) to
December 31, 2001 5
Notes to Financial Statements 6 - 9
Schedule of Assets (Held at End of Year) 10
Signature 11
Independent Auditors' Consent Exhibit 23.1
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Independent Auditors' Report
The Plan Administrator
Sizeler Real Estate Management Co., Inc. 401(k) Plan:
We have audited the accompanying statement of net assets available for benefits
of the Sizeler Real Estate Management Co., Inc. 401(k) Plan (the Plan) as of
December 31, 2001 and the related statement of changes in net assets available
for benefits for the period from November 1, 2001 (inception) to December 31,
2001. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2001 and the changes in net assets available for benefits for the period from
November 1, 2001 (inception) to December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
KPMG LLP
New Orleans, Louisiana
June 7, 2002
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Sizeler Real Estate Management Co., Inc. 401 (k) Plan
Statements of Net Assets Available for Benefits
December 31, 2001
Cash and cash equivalents $ 77,632
Investments at quoted market value 1,688,276
Loans to Plan participants 10,580
Accrued income receivable 20
----------
Net assets available for benefits $1,776,508
==========
See accompanying notes to financial statement
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Sizeler Real Estate Management Co., Inc. 401 (k) Plan
Statement of Changes in Net Assets Available for Benefits
Period from November 1, 2001 (inception) to December 31, 2001
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ 116,598
Interest and dividends 4,612
----------
121,210
Participants' contributions 29,545
Employer contributions 11,635
Transfer of assets from other benefit plan 1,615,719
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Total additions 1,778,109
Deductions:
Withdrawals and benefits paid (1,586)
Administrative expenses (15)
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Net increase in net assets
available for benefits 1,776,508
Net assets available for benefits:
Beginning of period --
----------
End of period $1,776,508
==========
See accompanying notes to financial statements.
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Sizeler Real Estate Management Co., Inc. 401 (k) Plan
Notes to Financial Statements
December 31, 2001
1. Description of the Plan
The following description of the Sizeler Real Estate Management Co., Inc. 401(k)
Plan (the Plan) provides only general information. Participants should refer to
the Plan agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan sponsored by Sizeler Real Estate
Management Co., Inc., Sizeler Property Investors, Inc. and SPIAPT, Inc. (the
Plan Sponsors). The Plan was established on November 1, 2001. All full-time
employees of the Plan Sponsors, except union and non-resident alien employees,
are eligible to participate in the Plan on the first day of the quarter
following their attainment of age 21 and the completion of one year of eligible
service. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Contributions and Benefits
Participants may contribute to the Plan up to 15% of their eligible
compensation. The employer will match up to 50% of the employee's contribution
not to exceed 6% of the employee's eligible compensation. In addition, the
employer may make a discretionary contribution to the Plan.
Vesting
Each participant is fully vested in his/her contributions at all times. A
participant becomes vested in the employer contributions as follows: 20% after
two years of service, 40% after three years of service, 60% after four years of
service, 80% after five years of service, and 100% after six years of service.
Payment of Benefits
Participants are eligible for lump-sum or monthly benefit payments upon reaching
age 65 with a minimum of five years of service or may elect each early
retirement upon reaching age 55 with a minimum of six years of service.
Terminated participants are eligible to receive lump-sum payments of their
vested accounts as soon as practicable after their termination date.
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Participant Loans
Each participant may borrow the lesser of 50% of their vested account balance or
$50,000 reduced by the outstanding balance of loans from the Plan during the one
year period ending on the day before the date on which such loan is made. The
term of the loan may not exceed five years, unless the proceeds are used to
acquire the principal residence of the participant. Repayments are made through
payroll deductions. The annual loan interest rate is based on the Wall Street
Journal Prime Rate.
Participant Accounts
Valuation of the trust assets held in each fund is performed daily and on the
basis thereof, the value of each participant's account is determined. Each
participant's account is credited with the participant's and employer's
contributions to each fund and plan earnings and charged with any distributions
made to the participant. Allocations are based upon annual compensation and/or
fund account balances, as defined by the Plan. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
Forfeitures
If a participant terminates his employment, the non-vested portion of his
account is forfeited and may be used to reduce current or future Company
contributions payable to the Plan.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to, at any time, amend or terminate the Plan subject to the terms
of ERISA.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on an accrual basis and
present the net assets available for benefits and the related changes in net
assets available for benefits.
Cash and Cash Equivalents
The Plan considers cash equivalents to be all highly-liquid investments with
maturities of three months or less at the date of acquisition.
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Use of Estimates
In preparing the Plan's financial statements, the Plan Administrator makes
informed estimates and assumptions that affect the amounts reported in the
financial statements and disclosures. Actual results may differ from these
estimates.
3. Investments
The Plan Administrator is Sizeler Real Estate Management Co., Inc. with Bank
One, Trust Company, NA and AMVESCAP National Trust Company named as Trustees of
the Plan. INVESCO Retirement, Inc. is the record keeper of the Plan. INVESCO
Retirement Inc. is a related party to AMVESCAP National Trust Company. The
following investment opportunities are available to participants: One Group
Prime Money Market Fund, One Group Balanced Fund, One Group Mid Cap Value Fund,
One Group Government Bond Fund, One Group Large Cap Growth Fund, One Group
Equity Index Fund, One Group Investor Growth Fund, INVESCO Dynamics Fund,
INVESCO Small Company Growth Fund, Aim Global Growth Fund, Fidelity Advisor High
Yield Fund and Sizeler Property Investors, Inc. Common Stock.
The Trustees maintain accounts on behalf of the Plan and make investments in
common trust funds, in accordance with written instructions from the
participants. These funds are distinguished by the level of risk of the
investments contained within the fund.
The investments and changes therein of the funds have been reported by the
Trustees as having been determined through the use of fair values. If available,
quoted market prices are used to value investments. Purchases and sales of
investments are recorded on a settlement-date basis. Use of the settlement-date
basis rather than the trade-date basis does not have a material impact on the
Plan's financial statements.
The current value of the following investments is in excess of 5% of the Plan's
net assets available for benefits:
One Group Balanced Fund $ 146,988
One Group Mid Cap Value Fund 206,735
One Group Government Bond Fund 105,906
One Group Large Cap Growth Fund 146,667
One Group Equity Index Fund 238,349
INVESCO Small Company Growth Fund 317,321
Fidelity Advisor High Yield Fund 91,607
Sizeler Property Investors, Inc. Common Stock 275,371
4. Transfers From Other Plan
Effective November of 2001, assets totaling $1,615,719 were transferred at fair
value into the Plan. The assets transferred represented the assets of the
employees of the Plan Sponsors. Accordingly, the transfer of assets from these
employees was recorded as an addition in the statement of changes in net assets
available for benefits for the 2001 plan year.
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5. Fees and Expenses
The Plan Sponsors have absorbed the cost of the personnel required to maintain
the personnel, payroll and other records required by the Plan, as well as
investment management fees.
6. Related-Party Transactions
Certain Plan investments are shares of mutual funds managed by AMVESCAP National
Trust Company and Bank One, Trust Company, NA, Trustees of the Plan. Therefore,
these transactions qualify as party-in-interest transactions.
7. Federal Income Taxes
Sizeler Real Estate Management Co., Inc. 401(k) Plan has adopted a standardized
plan which has received a favorable determination from the Internal Revenue
Service. The Plan Administrator believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of the Internal
Revenue Code; therefore the Plan was qualified and the related trust was
tax-exempt under Internal Revenue Code Sections 401(a) and 501(a) as of December
31, 2001.
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Schedule
SIZELER REAL ESTATE MANAGEMENT CO., INC. 401(k) PLAN
Schedule of Assets (Held at End of Year)
December 31, 2001
Market
Identity of issue Shares value
----------------- ------ ------
Cash and cash equivalents:
Cash $ 14,710
* One Group Prime Money Market Fund 62,922 62,922
Mutual funds:
* One Group Balanced Fund 11,457 146,988
* One Group Mid Cap Value Fund 13,655 206,735
* One Group Government Bond Fund 10,527 105,906
* One Group Large Cap Growth Fund 9,172 146,667
* One Group Equity Index Fund 9,094 238,349
* One Group Investor Growth Fund 612 7,380
* INVESCO Dynamics Fund 5,038 80,251
* INVESCO Small Company Growth Fund 26,139 317,321
Aim Global Growth Fund 4,626 71,701
Fidelity Advisor High Yield Fund 10,945 91,607
Common stock:
* Sizeler Property Investors, Inc. Common Stock 30,529 275,371
Loans to Plan participants, bearing interest at rates
ranging from 7.20% to 9.50%* -- 10,580
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$1,776,488
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* Party-in-interest transaction.
Note: Cost information of the investments is excluded as all investments are
participant directed.
See accompanying independent auditors' report.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed by the undersigned hereunto duly authorized.
SIZELER REAL ESTATE MANAGEMENT CO., INC. 401(K) PLAN
Date: June 26, 2002 By: /s/ Robert A. Whelan
----------------------------------
Robert A. Whelan
Plan Administrator
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