Filed Pursuant to Rule: 424(b)(3)
Registration No.: 333-103380
[LOGO]
SIZELER PROPERTY INVESTORS, INC.
DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
2,000,000 Shares of Common Stock
With this prospectus we are offering our common stock through our Direct
Stock Purchase and Dividend Reinvestment Plan. The plan is a convenient and
economical way for our stockholders and other interested investors to purchase
our common stock and to reinvest all or part of their cash dividends in
additional shares of common stock.
Some of the significant features of the plan are:
. You may participate in the plan if you own shares of our common stock. If
you do not own any of our common stock, you may be able to make your
initial investment in our common stock through the plan with a minimum
initial investment of $500 and a maximum of $10,000.
. You may purchase additional shares of common stock by automatically
reinvesting some or all of your cash dividends on our stock.
. You may also purchase additional shares of our common stock by making
optional cash investments of $50 to $10,000 per month. Optional cash
investments in excess of $10,000 may be made with permission of the
Company.
. Initially we will offer no discount. We reserve the right, at any time
and in our sole discretion, to offer a limited discount for some or all
of the shares purchased under the plan. If we offer a discount, we may
also discontinue or modify the discount at any time.
. You can decide whether or not to participate in the plan, and you may
terminate your participation at any time. If you do not choose to
participate in the plan, you will continue to receive cash dividends, as
declared, in the usual manner.
Our common stock is traded on the New York Stock Exchange under the symbol
"SIZ". The closing price of our common stock on March 20, 2003 was $9.14 per
share.
Investing in our common stock involves risks. See "Risk Factors" beginning on
page 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is March 25, 2003.
SUMMARY OF THE PLAN
The following summary of our Direct Stock Purchase and Dividend Reinvestment
Plan may omit information that may be important to you. You should carefully
read the entire text of the plan contained in this prospectus before you decide
to participate in the plan. This plan supersedes our existing Direct Stock
Purchase and Dividend Reinvestment Plan in its entirety.
Effective Date.............. The effective date for this Direct Stock Purchase
and Dividend Reinvestment Plan is May 1, 2003.
All purchases made pursuant to initial
investments, optional cash investments and
through the reinvestment of dividends on or after
May 1, 2003 will be governed by the terms of this
plan.
Enrollment.................. If you already participate in our existing Direct
Stock Purchase and Dividend Reinvestment Plan,
you will be automatically enrolled in the new
plan. Otherwise, existing stockholders can
participate in the plan by submitting a completed
authorization form. You may obtain an
authorization form from the plan's administrator,
The Bank of New York. You may participate
directly in the plan only if you hold our stock
in your own name or upon making an initial
purchase. If you hold shares through a brokerage
or other account, you may arrange to have your
broker or other custodian participate on your
behalf.
Initial Investment.......... If you do not own any shares of our common stock,
you may be able to participate in the plan by
submitting an executed authorization form and by
making an initial investment in our common stock
through the plan. The minimum initial investment
is $500 and the maximum initial investment is
$10,000. An initial cash investment in excess of
$10,000 may be made with our permission pursuant
to a request for waiver.
Reinvestment of Dividends... You can reinvest your cash dividends on all or a
portion of your shares of common stock toward the
purchase of additional shares of common stock.
The reinvestment of cash dividends in additional
shares of common stock is not subject to a
maximum limit.
Optional Cash Investments... After you enroll in the plan, you can buy
additional shares of common stock with optional
cash investments. You can invest a minimum of $50
up to a maximum of $10,000 in any one month. Cash
investments in excess of $10,000 per month may be
made with our permission pursuant to a request
for waiver. Optional cash investments of less
than $50 and that portion of any optional cash
investment that exceeds $10,000, unless the limit
has been waived, will be returned to you without
interest.
Source of Shares............ The administrator of the plan will purchase
shares of common stock in one of the following
ways:
. directly from us as newly issued shares of
common stock; or
. from parties other than us, either in the open
market or other negotiated transactions.
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Purchase Price.............. The price of shares of common stock you acquire
through the plan as a result of the reinvestment
of dividends or optional cash investments will be
(i) the average of the high and low sales prices
reported by the New York Stock Exchange on the
purchase date for shares purchased directly from
us, or (ii) the average price per share paid by
the plan administrator for shares of common stock
purchased in open market or privately negotiated
transactions plus any brokerage commissions.
Shares purchased pursuant to a request for waiver
are also subject to a threshold price provision,
as described below.
All share purchases will be subject to a
transaction fee equal to 5% of the purchase price
of any shares bought under the plan. The maximum
amount of this transaction fee is $3.00.
Discounts................... We may, in our sole discretion, establish a
discount of 0% to 3% from the current market
price for shares of common stock purchased
through the plan. This discount may apply to
reinvested dividends, optional cash investments
or any combination thereof as we may determine
from time to time.
Request for Waiver.......... We have sole discretion to grant any approval for
optional cash investments in excess of $10,000.
There is no general limit on maximum amount of
optional cash investments or number of shares
which can be purchased pursuant to a request for
waiver, However, if requests for waiver are
submitted for any investment date for an
aggregate amount in excess of the amount we are
then willing to accept, we may honor such
requests in order of receipt, pro rata or by any
other method that we determine is appropriate.
In addition, we may, in our sole discretion,
establish a threshold price for each optional
cash investment in excess of $10,000 that we
approve pursuant to a request for waiver. The
threshold price will be the minimum price
applicable to purchases of common stock for a
particular investment.
Tracking Your Investment.... You will receive periodic statements of the
transactions made in your plan account. These
statements will provide you with details of the
transactions and will indicate the share balance
in your plan account.
Administration.............. The Bank of New York will serve as the
administrator of the plan. If you are currently a
stockholder, you should contact the administrator
at:
The Bank of New York
P.O. Box 11258
Church Street Station
New York, New York 12086-1258
(800) 524-4458
www.stockbny.com
Initial Purchase of Stock by
Non-Stockholders.......... Investors who are not otherwise stockholders who
wish to participate in the plan should contact
Shareholder Communications, Inc. by telephone at
(800) 286-9178 or investors may access Net Stock
Direct on the world wide web at www.netstock.com.
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ABOUT THIS PROSPECTUS
You should read this prospectus carefully. This prospectus contains
information you should consider when making an investment decision. You should
rely only on the information provided or incorporated by reference in this
prospectus. We have not authorized anyone else to provide you with different
information. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy any securities to any person in any jurisdiction
where the offer or sale is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date
on the front of this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 (including
the exhibits, schedules and amendments thereto) under the Securities Act with
respect to the shares of common stock to be sold through our Direct Stock
Purchase and Dividend Reinvestment Plan. As permitted by the SEC's rules and
regulations, this prospectus does not contain all the information set forth in
the registration statement. For further information regarding our company and
the shares of common stock to be sold in this offering, please refer to the
registration statement and the contracts, agreements and other documents filed
as exhibits to the registration statement. Additionally, we file annual,
quarterly and special reports, proxy statements and other information with the
SEC.
You may read and copy all or any portion of the registration statement or
any other materials that we file with the SEC at the SEC's public reference
rooms in Washington, D.C., Chicago, Illinois, and New York, New York. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. Our SEC filings, including the registration statement,
are also available to you on the SEC's website (www.sec.gov). We also have a
website (www.sizeler.net) through which you may access our SEC filings. Please
note that our website contains various financial data and analysis computed or
prepared by third parties and that we may not have verified and confirmed the
accuracy of all such data. Therefore, we disclaim all responsibility for its
accuracy. In addition, you may look at our SEC filings at the offices of the
New York Stock Exchange, Inc, which is located at 20 Broad Street, New York,
New York 10005. Our SEC filings are available at the NYSE because our common
stock is listed and traded on the NYSE under the symbol "SIZ".
Information contained on our website is not part of this prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information contained in
documents that we file with them: that means we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information.
We incorporate by reference the documents listed below and any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), until we sell
all of the securities.
. Our Annual Report on Form 10-K for the year ended December 31, 2001.
. Our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2002.
. Our Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2002.
. Our Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2002.
. Our Current Report on Form 8-K dated May 8, 2002.
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. Our Registration Statement on Form 8-A as filed with the SEC on August
26, 1998.
. Our Registration Statement on Form 8-A/A as filed with the SEC on
December 18, 2001.
You may request a free copy of these filings (other than exhibits, unless
they are specifically incorporated by reference in the documents) by writing or
telephoning us at the following address and telephone number:
Sizeler Property Investors, Inc.
Attention: Chief Financial Officer
2542 Williams Boulevard,
Kenner, Louisiana 70062
(504) 471-6200
ABOUT SIZELER PROPERTY INVESTORS, INC.
We are a self-administered and self-managed equity real estate investment
trust that invests in income-producing shopping centers and apartment
communities in the Gulf Coast region of the southeastern United States. We are
a self-administered REIT in that we provide our own investment and
administrative services internally through our own employees. We are also
self-managed as we internally provide, through a wholly-owned subsidiary, the
management, leasing and development services that our properties require. Our
investment objective is to acquire and develop quality properties at attractive
initial yields with potential for future growth in cash flows. As of December
31, 2002, our existing retail shopping center portfolio consisted of 15
properties containing approximately 2.6 million square feet of gross leasable
area, composed of three enclosed regional shopping malls, three power shopping
centers and nine community shopping centers, located in Florida and Louisiana.
Our apartment portfolio consisted of 16 properties, two under construction
containing 350 units and 14 properties containing approximately 3,400 units
located in Florida, Alabama and Louisiana. As of December 31, 2002, our retail
and apartment properties were approximately 94% and 92% leased, respectively.
Our principal executive offices are located at 2542 Williams Boulevard, Kenner,
Louisiana 70062. Our telephone number is (504) 471-6200.
RISK FACTORS
Before you decide to purchase our securities, you should consider carefully
the risks described below, together with the information provided in the other
parts of this prospectus. From time to time, we may make forward-looking
statements (within the meaning of Section 27A of the Securities Act and Section
21F of the Exchange Act) in documents filed under the Securities Act, the
Exchange Act, press releases or other public statements. If we make
forward-looking statements, we assume no obligation to update forward-looking
statements. Stockholders should not place undo reliance on forward-looking
statements as they involve numerous risks and uncertainties that could cause
actual results to differ materially from the results stated or implied in the
forward-looking statements. In addition to specific factors that may be
disclosed simultaneously with any forward-looking statement, some of the
factors related to us and our businesses that could cause actual results to
differ materially from a forward-looking statement are set forth below.
Real Estate Industry Risks
We face risks associated with local real estate conditions in areas where we
own properties. We may be affected adversely by general economic conditions
and local real estate conditions. For example, an oversupply of retail space or
apartments in a local area or a decline in the attractiveness of our properties
to shoppers, residents or tenants would have a negative effect on us.
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Other factors that may affect general economic conditions or local real
estate conditions include:
. population and demographic trends;
. employment and personal income trends;
. income tax laws;
. changes in interest rates and availability and costs of financing;
. construction costs; and
. weather conditions that may increase or decrease energy costs.
We may be unable to compete with our larger competitors and other
alternatives available to tenants or potential tenants of our properties. The
real estate business is highly competitive. We compete for interests in
properties with other real estate investors and purchasers, many of whom have
greater financial resources, revenues, and geographical diversity than we have.
Furthermore, we compete for tenants with other property owners. All of our
shopping center and apartment properties are subject to significant local
competition. We also compete with a wide variety of institutions and other
investors for capital funds necessary to support our investment activities and
asset growth. Our apartment portfolio competes with providers of other forms of
housing, such as single-family housing. Competition from single-family housing
increases when lower interest rates make mortgages more affordable.
We are subject to significant regulation that inhibits our
activities. Local zoning and use laws, environmental statutes and other
governmental requirements restrict our expansion, rehabilitation and
reconstruction activities. These regulations may prevent us from taking
advantage of economic opportunities. Legislation such as the Americans with
Disabilities Act may require us to modify our properties. Future legislation
may impose additional requirements. We cannot predict what requirements may be
enacted or what changes may be implemented to existing legislation.
Risks Associated with Our Properties
We may be unable to renew leases or relet space as leases expire. When a
lease expires, a tenant may refuse to renew it. We may not be able to relet the
property on similar terms, if we are able to relet the property at all. With
respect to our shopping center properties, or inability to renew a lease of
space to an anchor tenant, or relet the space quickly to another anchor tenant,
could have a material adverse effect on the shopping center. We have
established an annual budget for renovation and reletting expenses that we
believe is reasonable in light of each property's operating history and local
market characteristics. This budget, however, may not be sufficient to cover
these expenses.
A reduction in consumer confidence may result in lower revenues at our
shopping centers. According to press reports, retail sales in the United
States for the December 2002 holiday season were generally lower than in 2001,
and the University of Michigan's preliminary index of consumer sentiment for
February 2003 dropped to its lowest level since September 1993. Commentators
have attributed these declines to increasing unemployment, losses in the stock
markets, reduced capital investment by business and uncertainty and fears
involving the possibility of U.S. participation in armed conflict in the Middle
East and threats of terrorism. Whatever the causes, a decline in consumer
spending may result in lower rent rates, lower rent receipts under leases
providing for additional rents as a percentage of the tenant sales over a
stated annual amount, and lower occupancy rates.
We have been and may continue to be affected negatively by tenant
bankruptcies and leasing delays. At any time, a shopping center tenant may
experience a downturn in its business that may weaken its financial condition.
Similarly, a general decline in the economy may result in a decline in the
demand for apartments. As a result, our commercial and residential tenants may
delay lease commencement, fail to make rental payments when due, or declare
bankruptcy. Any such event could result in the termination of that tenant's
lease and material losses to us.
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We receive a substantial portion of our shopping center income as rents
under long-term leases. If retail tenants are unable to comply with the terms
of their leases because of rising costs or falling sales, we may deem it
advisable to modify lease terms to allow tenants to pay a lower rental or a
smaller share of operating costs, taxes and insurance.
Development and construction risks could impact our profitability. We
intend to continue to develop and construct apartment communities and shopping
centers. Development activities may be conducted through wholly-owned
affiliated companies or through joint ventures with unaffiliated parties. Our
development and construction activities may be exposed to the following risks:
. we may be unable to obtain, or face delays in obtaining, necessary
zoning, land-use, building, occupancy, and other required governmental
permits and authorizations, which could result in increased development
costs;
. we may incur construction costs for a property that exceed original
estimates due to increased materials, labor or other costs, which could
make completion of the property uneconomical, and we may not be able to
increase rents to compensate for the increase in construction costs;
. we may abandon development opportunities that we have already begun to
explore, and we may fail to recover expenses already incurred in
connection with exploring those opportunities;
. we may be unable to complete construction and lease-up of a property on
schedule and meet financial goals for development projects;
. because occupancy rates and rents at a newly developed property may
fluctuate depending on a number of factors, including market and economic
conditions, we may be unable to meet our profitability goals for that
property; and
. construction costs have been increasing in our existing markets, and may
continue to increase in the future and, in some cases, the costs of
upgrading existing or newly acquired properties have exceeded, and may
continue to exceed, original estimates and we may be unable to charge
rents that would compensate for these increases in costs.
Coverage under our existing insurance policies may be inadequate to cover
losses. We generally maintain insurance policies related to our business,
including casualty, general liability and other policies covering our business
operations, employees and assets. However, we would be required to bear all
losses that are not adequately covered by insurance. Although we believe that
our insurance programs are adequate, we cannot assure you that we will not
incur losses in excess of our insurance coverage, or that we will be able to
obtain insurance in the future at acceptable levels and reasonable cost.
We face risks due to lack of geographic diversity. All of our properties
are located in Louisiana, Florida and Alabama. A downturn in general economic
conditions and local real estate conditions in these geographic regions would
have an adverse effect on us.
We face possible environmental liabilities. Current and former real estate
owners and operators may be required by law to investigate and clean up
hazardous substances released at the properties they own or operate. They may
also be liable to the government or to third parties for substantial property
damage, investigation costs and cleanup costs. In addition, some environmental
laws create a lien on the contaminated site in favor of the government for
damages and costs the government incurs in connection with the contamination.
Contamination may affect adversely the owner's ability to sell or lease real
estate or to borrow using the real estate as collateral.
We have no way of determining at this time the magnitude of any potential
liability to which we may be subject arising out of unknown environmental
conditions or violations with respect to the properties we formerly owned.
Environmental laws today can impose liability on a previous owner or operator
of a property that owned or operated the property at a time when hazardous or
toxic substances were disposed of, or released from, the property. A conveyance
of the property, therefore, does not relieve the owner or operator from
liability.
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We are not aware of any environmental liabilities relating to our investment
properties that would have a material adverse effect on our business, assets,
or results of operations. However, we cannot assure you that environmental
liabilities will not arise in the future.
Financing Risks
We face risks generally associated with our debt. We finance a portion of
our investments in real estate through debt. Although we have never missed a
required payment of principal or interest or otherwise defaulted on a required
payment related to our indebtedness, this debt creates risks, including:
. rising interest rates on our floating rate debt;
. failure to repay or refinance existing debt as it matures, including our
outstanding convertible debentures, which may result in forced
disposition of properties on disadvantageous terms;
. refinancing terms less favorable than the terms of existing debt; and
. failure to meet required payments of principal and interest.
We may amend our business policies without your approval. Our Board of
Directors determines our growth, investment, financing, capitalization,
borrowing, REIT status, operating and distribution policies. Although the Board
of Directors has no present intention to amend or revise any of these policies,
these policies may be amended or revised without notice to stockholders.
Accordingly, stockholders may not have control over changes in our policies. We
cannot assure you that changes in our policies will serve fully the interests
of all stockholders.
Other Risks
The market value of our common stock could decrease based on our performance
and market perception and conditions. The market value of our common stock may
be based primarily upon the market's perception of our growth potential and
current and future cash dividends, and may be secondarily based upon the real
estate market value of our underlying assets. The market price of our common
stock is influenced by the dividend on our common stock relative to market
interest rates. Rising interest rates may lead potential buyers of our common
stock to expect a higher dividend rate, which would adversely affect the market
price of our common stock. In addition, rising interest rates would result in
increased expense, thereby adversely affecting cash flow and our ability to
service our indebtedness and pay dividends.
We are subject to restrictions that may impede our ability to effect a
change in control. Certain provisions contained in our Charter and Bylaws, our
Shareholder Rights Agreement, certain provisions of Maryland law and severance
agreements with certain of our executive officers may have the effect of
discouraging a third party from making an acquisition proposal for us and
thereby inhibit a change in control. These provisions include the following:
. Our Charter provides for three classes of directors with the term of
office of one class expiring each year, commonly referred to as a
"staggered board." By preventing stockholders from voting on the election
of more than one class of directors at any annual meeting of
stockholders, this provision may have the effect of keeping the current
members of our Board of Directors in control for a longer period of time
than stockholders may desire.
. Our Charter generally limits any holder from acquiring 9.9% or more (in
value or in number, whichever is more restrictive) of the value or number
of our outstanding equity stock (defined as all of our classes of capital
stock, except our excess stock). While this provision is intended to
assure our ability to remain a qualified REIT for federal income tax
purposes, the ownership limit may also limit the opportunity for
stockholders to receive a premium for their shares of common stock that
might otherwise exist if an investor were attempting to assemble a block
of shares in excess of 9.9% of the outstanding shares of equity stock or
otherwise effect a change in control.
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. In August 1998, our Board of Directors adopted a shareholder rights plan,
which replaced an earlier shareholder rights plan which had been in
effect for approximately 10 years. Under the terms of the plan, we
declared a dividend of rights on our common stock. The rights issued
under the plan will be triggered, with certain exceptions, if and when
any person or group acquires, or commences a tender offer to acquire, 15%
or more of our shares. The rights plan is intended to prevent abusive
hostile takeover attempts by requiring a potential acquiror to negotiate
the terms with our Board of Directors. However, it could have the effect
of deterring or preventing our acquisition, even if a majority of our
stockholders were in favor of such acquisition, and could have the effect
of making it more difficult for a person or group to gain control of us
or to change existing management.
. We have entered into agreements with certain of our executives providing
for the payment of money to these executives upon the occurrence of a
change of control of us as defined in these agreements. If, within 24
months following a change of control, we terminate the executive's
employment other than for cause, or if the executive elects to terminate
his employment with us for reasons specified in the agreement, we will
make a severance payment equal to three times the executive's base
salary, together with the executive's bonus, and medical and other
benefits. Our executives' deferred compensation plans provide accelerated
vesting of deferred compensation upon a change of control. These
agreements may deter changes of control of us because of the increased
cost for a third party to acquire our control.
We may fail to qualify as a REIT. If we fail to qualify as a REIT, we will
not be allowed to deduct distributions to stockholders in computing our taxable
income and we will be subject to federal income tax, including any applicable
alternative minimum tax, at regular corporate rates. In addition, we might be
barred from qualification as a REIT for the four years following
disqualification. The additional tax incurred at regular corporate rates would
reduce significantly the cash flow available for distribution to stockholders
and for debt service.
Furthermore, we would no longer be required by the Internal Revenue Code of
1986, as amended (the "Code") to make any distributions to our stockholders as
a condition to REIT qualification. Any distributions to stockholders that
otherwise would have been subject to tax as capital gain dividends would be
taxable as ordinary income to the extent of our current and accumulated
earnings and profits. Corporate distributees, however, may be eligible for the
dividends received deduction on the distributions, subject to limitations under
the Code.
To qualify as a REIT, we must comply with certain highly technical and
complex requirements. We cannot be certain we have complied with these
requirements because there are few judicial and administrative interpretations
of these provisions. In addition, facts and circumstances that may be beyond
our control may affect our ability to qualify as a REIT. We cannot assure you
that new legislation, regulations, administrative interpretations or court
decisions will not change the tax laws significantly with respect to our
qualification as a REIT or with respect to the federal income tax consequences
of qualification. We believe that we have qualified as a REIT since our
inception and intend to continue to qualify as a REIT. However, we cannot
assure you that we are qualified or will remain qualified.
We may be unable to comply with the strict income distribution requirements
applicable to REITs. To obtain the favorable tax treatment associated with
qualifying as a REIT, among other requirements, we are required each year to
distribute to our stockholders at least 90% of our REIT taxable income. We will
be subject to corporate income tax on any undistributed REIT taxable income. In
addition, we will incur a 4% nondeductible excise tax on the amount by which
our distributions in any calendar year are less than the sum of (i) 95% of our
ordinary income for the year, (ii) 95% of our capital gain net income for the
year, and (iii) any undistributed taxable income from prior years. We could be
required to borrow funds on a short-term basis to meet the distribution
requirements that are necessary to achieve the tax benefits associated with
qualifying as a REIT (and avoid corporate income tax and the 4% excise tax),
even if conditions were not favorable for borrowing. As of this date, we have
not needed to incur such borrowings.
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Notwithstanding our status as a REIT, we are subject to various federal,
state, local and foreign taxes on our income and property. For example, we will
be taxed at regular corporate rates on any undistributed taxable income,
including undistributed net capital gains, provided, however, that properly
designated undistributed capital gains will effectively avoid taxation at the
stockholder level. We may be subject to other federal income taxes and we may
also have to pay some state income or franchise taxes because not all states
treat REITs in the same manner as they are treated for federal income tax
purposes.
TERMS AND CONDITIONS OF THE DIRECT STOCK PURCHASE
AND DIVIDEND REINVESTMENT PLAN
The following questions and answers constitute our Direct Stock Purchase and
Dividend Reinvestment Plan and explain how it works. If you are a stockholder
and do not participate in this plan, you will continue to receive cash
dividends in the usual manner, as we declare and pay them. In the plan, we
refer to our current stockholders and new investors who participate in this
plan as "participants."
1. What is the purpose of the plan? The purpose of the plan is to provide
our stockholders and other investors with a convenient and economical way to
purchase shares of common stock and to systematically build their investment
through automatic dividend reinvestment and optional cash investments. This
plan is primarily intended to benefit long-term investors, and not individuals
or institutions who engage in short-term trading activities that could cause
aberrations in the trading of our common stock. We may modify, suspend or
terminate participation in this plan by otherwise eligible persons in order to
eliminate practices that are inconsistent with the purposes of this plan.
2. What options are available under the plan? The plan enables you to have
all or part of your common stock dividends automatically reinvested in
additional shares of our common stock. Even if you do not reinvest dividends,
you may make additional cash purchases of common stock subject to a minimum
investment of $50 and a maximum investment of $10,000 per month. Interested
investors that are not our stockholders may make an initial cash investment in
common stock of not less than $500 and not more than $10,000. In certain
instances, however, we may permit greater optional cash investments. See
Questions 24 and 25 regarding optional cash investments and requests for
waivers. Please refer to Question 32 for details regarding any fees that you
may be required to pay under the plan.
3. Who will administer the plan? The Bank of New York, which also serves
as the transfer agent, registrar and dividend paying agent for our common
stock, will administer the plan, purchase and hold shares of common stock
acquired under the plan, keep records, send statements of account activity and
perform other duties related to the plan. You may contact the plan
administrator by writing to:
The Bank of New York
P.O. Box 11258
Church Street Station
New York, New York 10286-1258
For transfers, sales, withdrawals or optional cash investments, complete and
mail instructions appearing on the bottom portion of the authorization form to:
The Bank of New York
Dividend Reinvestment Department
P. O. Box 1958
Newark, New Jersey 07101-9774
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or by telephoning the Stockholder Customer Service Help Line as follows:
Automated Stockholder Customer Service: (800) 524-4458
Available 24 hours a day, seven days a week.
Customer Service Representatives: (800) 524-4458
Available 8:00 a.m.--8:00 p.m., EST, each business day.
Non-Stockholders Requesting Plan Materials: (800) 727-7033
Available 24 hours a day, seven days a week.
You may also use the Internet address: http://www.stockbny.com or the E-mail
address: shareowner-svcs@bankofny.com.
4. What are the advantages of the plan?
. The plan provides you the opportunity to automatically reinvest cash
dividends on all or a portion of your common stock in additional shares
of our common stock. You will not pay any brokerage commissions on newly
issued shares that the plan administrator buys directly from us (although
you will be charged a brokerage commission for shares purchased from
third parties, either in open market or privately negotiated
transactions).
. If you are an eligible stockholder, you may purchase additional shares of
common stock pursuant to optional cash investments of not less than $50
and not more than $10,000 per month (except with our consent pursuant to
a request for waiver). You may make these optional cash investments on a
regular or occasional basis by check, money order or electronic fund
transfer. You may make optional cash investments even if dividends on
your shares are not being reinvested under the plan.
. If you are not presently one of our stockholders, you may participate in
the plan by making an initial cash investment of not less than $500 and
not more than $10,000 (except with our consent pursuant to a request for
waiver).
. Your share certificates will be held for safekeeping by the plan
administrator ensuring your protection against loss, theft or destruction
of the certificates representing your common stock. You may also submit
for safekeeping certificates held by you and registered in your name.
. We will send you periodic statements reflecting all current activity in
your plan account, including purchases, sales and latest balances. This
will simplify your record keeping if you are a registered holder.
5. What are the disadvantages of the plan?
. If you reinvest cash dividends, you will be treated for federal income
tax purposes as having received a dividend on the dividend payment date.
This dividend may give rise to a liability for the payment of income tax
without providing you with immediate cash to pay such tax when it becomes
due.
. You will not know the actual number of shares purchased under the plan
until the date of the purchases.
. The purchase or sales price per share will be an average price and,
therefore, may exceed the price at which shares are trading on the date
when the shares are issued or sold.
. No interest will be paid on funds held by us pending reinvestment or
investment.
. Shares deposited in an account may not be pledged until the shares are
withdrawn from the plan.
. We may not grant a market discount with respect to shares acquired under
the plan. If, in the future, we grant a discount for shares purchased
under the plan in any month, we may not continue a discount or the same
discount in subsequent months. Each month, we may lower or eliminate a
discount without prior notice to you. We may also, without prior notice
to you, change our determination as to whether
11
common stock will be purchased by the plan administrator directly from us
or in the open market or in privately negotiated transactions from third
parties.
6. Who is eligible to participate? All stockholders are eligible to
participate in the plan. If you are a stockholder and your shares of common
stock are registered in a name other than your own (e.g. in the name of a
broker, bank or nominee) and you want to participate, you may either make
appropriate arrangements for your broker, bank or other nominee to participate
in the plan on your behalf or you may become a stockholder of record by having
a part or all of your shares of common stock transferred to your name.
In addition, if you are an interested investor, but not yet a stockholder,
you may be able to participate in the plan by making an initial cash investment
in common stock of not less than $500 or more than $10,000 unless granted a
request for waiver.
We reserve the right to exclude from participation in this plan persons who
utilize the plan to engage in short-term trading activities that cause
aberrations in the trading volume of the common stock.
7. How does a stockholder or any other interested investor enroll in the
plan? This plan supersedes our existing Direct Stock Purchase and Dividend
Reinvestment Plan in its entirety, however, if you already participate in the
existing Sizeler Direct Stock Purchase and Dividend Reinvestment Plan, you will
be automatically enrolled in the new plan. Existing stockholders of record that
are not participants in the old plan may enroll in the automatic dividend
reinvestment feature of the plan at any time by completing and returning to us
or the plan administrator the prescribed authorization form, indicating your
election to participate in specified portions of the plan. For your
convenience, the authorization form and all account statements have tear-off
instructions that can be filled out with respect to any certificate issuance,
sale, purchase, termination or certificate deposit instructions you wish to
effect. Upon enrollment, the reinvestment of dividends will commence with
dividends paid on the next dividend payment date. These dates usually occur in
the first week of March, June, September and December.
Dividends are paid as and when declared by our Board of Directors. We can
give you no assurance as to the declaration or payment of a dividend, and
nothing contained in the plan obligates us to declare any dividend on common
stock. The plan does not represent a guarantee of future dividends.
Also, if you are an existing stockholder of record, you can make optional
cash investments by completing and returning to the plan administrator the
authorization form and a check or money order for any amount not less than $50
and not more than $10,000. Checks and money orders should be made payable to
the order of "Sizeler Property Investors, Inc. Direct Stock Purchase and
Dividend Reinvestment Plan" and sent directly to the plan administrator at
either address set forth in Question 3 above. Third party checks and checks not
drawn on a United States bank and payable in United States funds will not be
accepted and will be returned to sender. In the event a check sent to the plan
administrator is not honored for any reason, including but not limited to
insufficient funds, the plan administrator reserves the right to sell shares
from a participant's account to recover the amount owed to the plan
administrator plus a $20.00 processing fee. Each statement sent to you will
include a form to accompany subsequent optional cash investments you may wish
to make in any amount not less than $50 and not more than $10,000 per month
(unless a request for waiver has been granted).
Investors that are not presently our stockholders may also enroll in the
plan by completing and signing an authorization form and returning it to the
plan administrator together with a check or money order payable to "Sizeler
Property Investors, Inc. Direct Stock Purchase and Dividend Reinvestment Plan"
in an amount not less than $500, but not more than $10,000 (unless a request
for waiver has been granted). Upon acceptance of such initial cash investment
and completed authorization form, you will become a participant under the plan.
Please refer to Question 32 for details regarding any fees that you may be
required to pay under the plan.
Following an initial cash investment, you may make additional optional cash
payments by check, money order or automatic monthly deduction from a designated
bank account. Cash investments payable by automatic
12
monthly deduction from a designated bank account will be drawn on the 25/th/
day of each month (or if such date is not a business day on the immediately
preceding business day) and will be invested in shares of common stock on the
next purchase date.
If you are a beneficial owner of common stock whose shares are registered in
names other than your own (for example, in the name of a bank, broker, nominee
or other record holder), you may participate in the plan by either arranging
for participation with the bank, broker, nominee or other record holder or by
having your shares of common stock transferred into your own name. Although the
common stock is not registered in their own names, we may permit participants
in our employee benefits plan to participate in the plan on such terms and
conditions as we may from time to time establish for such purposes. We reserve
the right to refuse to permit a bank, broker, nominee or other record holder to
participate in the plan if the terms of participation would in our judgment
result in excessive cost or burden to us or endanger our status as a REIT. We
reserve the right to exclude from participation in the plan or modify, suspend
or terminate participation in the plan by otherwise eligible persons in order
to eliminate practices which are not consistent with the purposes of the plan,
including but not limited to, utilization of the plan to engage in short-term
trading activities that could cause aberrations in the composite trading volume
or price of the common stock.
You can change your instructions at any time by sending a new authorization
form to the plan administrator at either address set forth in Question 3 above.
Any instruction changes must be received by the plan administrator on or before
the record date for that dividend. If you choose not to reinvest your
dividends, the plan administrator will remit any dividends directly to you.
8. When will dividends and optional cash investments be invested in shares
of common stock? If we are using newly issued shares of common stock,
dividends will be reinvested on the same day as we pay our cash dividends to
stockholders not participating in the plan. The administrator will invest all
optional cash investments on the last business day of each month. Each of these
dates is referred to as a "purchase date".
If shares are being acquired for the plan through open market or privately
negotiated transactions, all dividends and option cash investments will be
applied to the purchase of common stock pursuant to the plan as soon as
practicable on or after the applicable purchase date. The administrator may
commence open market or privately negotiated purchases of common stock for this
purpose before the applicable purchase date.
Optional cash investments, including initial cash investments must be
received by the plan administrator at least one business day prior to such
purchase date, except to the extent that applicable law may require the
curtailment or suspension of or otherwise limit purchases of common stock. Any
funds received after the deadline will be invested with the next monthly
investment. No interest will be paid on any funds held by the plan
administrator between purchase dates. Accordingly, participants are urged to
time their investments so that they will be received shortly before, but not
after, the regular purchase dates or to enroll in the automatic funds transfer
option which assures the most timely transfer of funds to the plan
administrator.
Unless otherwise directed by the plan administrator, purchases and sales
will be made through BNY Brokerage Inc., a full service brokerage and
wholly-owned subsidiary of The Bank of New York Company, Inc. You will not pay
any brokerage commissions on newly issued shares bought directly from us,
although you will be charged a brokerage commission on shares purchased from
third parties either on the open market or through negotiated transactions, as
well as all sales under the plan. See Question 32 below.
9. At what price will shares be purchased? The plan administrator may
purchase shares of our common stock directly from us or in open market or
privately negotiated transactions. The price of shares purchased directly from
us as a result of the reinvestment of dividends or optional cash investments
will be the average of the high and low sales prices reported by the New York
Stock Exchange for the purchase date, or if no such transactions are reported
on such date, then on the next preceding date when such shares of common stock
have been sold.
13
The price of shares purchased by the plan administrator in open market or
privately negotiated transactions as a result of the reinvestment of dividends
or optional cash investments will be the average price paid for all shares
purchased for the plan, plus any brokerage commissions.
Shares purchased under the plan will not initially reflect a discount from
market price. In the future we may, in our sole discretion, elect to offer
shares at a discount. This discount may apply to reinvested dividends, optional
cash investments or any combination thereof as we may determine from time to
time. See Question 26 for a fuller discussion of the possibility and extent of
a discount. Shares purchased pursuant to a request for waiver are also subject
to a threshold price provisions, as described in Question 25.
You should be aware that since investments under the plan are made as of
specified dates, you may lose an advantage that otherwise might be available
from being able to select the timing of an investment. Neither we nor the plan
administrator can assure a profit or protect against a loss on shares of common
stock purchased under the plan.
10. Can I impose restrictions with respect to optional cash
investments? Optional cash investments, including initial cash investments
will not be accepted by the plan administrator if you impose any restrictions
with respect to the number of shares to be purchased, the price at which shares
are to be purchased, the timing of a purchase or what your balance will be
following a purchase. In addition, the plan administrator cannot purchase
shares for you without advance payment, nor can it refund any part of your cash
payment unless the plan administrator receives a written request for a refund
at least two business days before the applicable purchase date. It is not
possible for the plan administrator to tell you in advance how much money to
send for the purchase of a full or fractional share because the per share price
will not be known until the shares are purchased.
11. Will fractional shares be purchased? If any dividend or optional cash
investment is not sufficient to purchase a whole share of common stock, a
fractional share equivalent will be credited to your account and will earn a
proportionate share of future dividends. All fractional shares are rounded to
four decimal places. See Question 13 below.
12. Will interest be paid on plan accounts? No interest will be paid on
any funds held by the plan administrator in a plan account. See Question 8
above.
13. Will certificates be issued for share purchases? Shares purchased and
held under the plan will be held in safekeeping by the plan administrator in
its name or the name of its nominee. The number of shares (including fractional
interests) held for you will be shown on each account statement. You may obtain
certificates for shares purchased under the plan by notifying plan
administrator to that effect via the tear-off sheets on each account statement
and on the authorization form. In no event will certificates for fractional
shares of common stock be issued. Instead, the market value of any fractional
shares will be paid in cash to a stockholder if you request a certificate for
all of your noncertificated shares of common stock.
14. Can I draw checks or drafts against shares? You have no right to draw
checks or drafts against the shares of common stock held in your account. If
you wish to pledge or assign any shares you must terminate the account to the
extent of those shares of common stock you intend to pledge or assign.
15. Can I add shares of common stock to my account by transferring stock
certificates that I possess? At the time of enrollment in the plan or at any
later time, you may use the plan's share certificate safekeeping service to
deposit any common stock certificates in your possession with the plan
administrator. By using the plan's share safekeeping service, you no longer
bear the risk associated with the loss, theft or destruction of stock
certificates. If you wish to deposit your common stock certificates with the
plan administrator you must mail your written request and your certificates to
plan administrator. The certificates should not be endorsed. It is recommended
that when mailing certificates to the plan administrator, you should use
registered, insured mail.
14
You may withdraw shares deposited for safekeeping by submitting a written
request to the plan administrator.
16. Can I sell shares held under the plan? Yes. You may instruct plan
administrator to sell any or all shares held in the plan by completing and
signing the tear-off portion of the authorization form or account statement and
mailing it to plan administrator at the address set forth in Question 3 above.
Please be certain that all persons registered as account participants sign the
instruction form. You may also call the plan administrator's toll-free number
with your instructions.
As with purchases, the plan administrator aggregates all requests to sell
shares, then sells the total share amount on the open market through BNY
Brokerage, Inc. The selling price will not be known until the sale is
completed. The proceeds of the sale will be sent by check to you following the
sale. You will be responsible for any and all service fees and brokerage
commissions incurred in connection with any such sale. Please refer to Question
32 for details regarding any fees that you may be required to pay under the
plan.
You should be aware that the common stock price may fall during the period
between a request for sale, its receipt by the plan administrator and the
ultimate sale on the open market. Instructions sent to the plan administrator
to sell shares are binding upon participants and may not be rescinded.
17. How will my shares be voted? You will vote all common stock credited
to your account. If on the record date for a meeting of stockholders there are
shares of common stock credited to your account, you will be sent the proxy
material for the meeting and a proxy covering all of your common stock,
including shares of common stock credited to your plan account. If you return
an executed proxy to the plan administrator, the common stock will be voted as
directed with respect to all of your shares of common stock (including any
fractional shares), or you may vote all of the common stock in person at the
meeting. In the absence of any such direction or attendance at the meeting,
your common stock will not be voted by the plan administrator.
18. What happens if the Company issues a stock dividend or declares a stock
split or rights offering? Any dividends of common stock resulting from stock
splits, stock dividends or a rights offering will be automatically credited to
your plan account. Transaction processing may be curtailed or suspended until
the completion of any stock dividend, stock split or rights offering.
19. How may participation in the plan be modified or terminated? You may
modify participation in the dividend reinvestment portion of the plan by
notifying the plan administrator in writing of the increased or decreased
number of shares of common stock with which you wish to participate. By
notifying the plan administrator in writing, you may also request that (i) the
plan administrator send all future dividends to you by check and continue to
hold your shares in the plan account or (ii) the plan administrator discontinue
any automatic withdrawals of funds and purchase of shares.
You may terminate participation in the dividend reinvestment portion of the
plan at any time by notifying the plan administrator in writing to that effect.
Any notice is effective only upon receipt. If such notice is received by the
plan administrator before any record date for dividend payment, the plan
administrator will modify or terminate the reinvestment of your dividends under
the plan as of that dividend payment date. A service charge of $5.00 will be
charged by the plan administrator and deducted from your account in the event
of termination by you of your participation in the plan. To reenter the plan
after termination, you must complete a new authorization form. The plan
administrator may terminate the participation of any account by written notice
to you and us. Upon termination of participation in the plan, the plan
administrator will send you a certificate for all full shares of common stock
held in you plan account and issue you a check for the proceeds from the sale
of any fractional share equivalent, as provided herein.
The plan administrator shall terminate your plan account upon receipt of
written notice of your death or adjudication of incompetency; provided,
however, in the event of any such notice, the plan administrator shall
15
retain all common stock in your plan account until your legal representative
shall have been appointed and furnished proof satisfactory to the plan
administrator of the legal representative's right to receive such common stock.
We reserve the right to modify, suspend or terminate participation in the
plan by otherwise eligible persons in order to eliminate practices not
consistent with the purposes of the plan, including, but not limited to,
utilization of the plan to engage in short-term trading activities that could
cause aberrations in the composite trading volume or price of the common stock.
We reserve the right to modify, suspend or terminate the plan at any time.
As a participant, you will be notified of any suspension, termination or
significant modification of the plan. We also reserve the right to refuse to
permit any broker, bank, nominee or other record holder to participate in the
plan if the terms of such participation would in our judgment result in
excessive cost or burden to us or endanger our status as a REIT. We reserve the
right to interpret and regulate the plan at our discretion.
20. What are the responsibilities of the Company and the plan administrator
under the plan? Neither us, the plan administrator, nor any agent for either of
us, in administering the plan, will be liable for any act done in good faith or
for any good faith omission to act, including, without limitation, any claim of
liability (i) arising out of a failure to terminate your account upon your
death or adjudication of incompetency prior to receipt of notice in writing of
such death or incompetency; (ii) with respect to the prices at which shares are
purchased for your account; or (iii) with respect to the times when purchases
are made or fluctuations in the market value of the common stock. Neither us,
the plan administrator, nor any agent for either of us shall have any duties,
responsibilities or liabilities except such as are expressly set forth in the
plan.
Our obligation to offer, issue or sell our common stock hereunder will be
subject to our obtaining any necessary approval, authorization and consent from
any regulatory authorities having jurisdiction over the issuance and sale of
the common stock. We may elect not to offer or sell our common stock hereunder
to stockholders residing in any jurisdiction where, in our sole discretion, the
burden or expense of compliance with applicable blue sky or securities laws
make that offer or sale impracticable or inadvisable.
Neither us nor the plan administrator will be liable for any act done in
good faith or for any omission to act, in good faith. Neither our directors,
officers nor stockholders shall have any personal liability under the plan. Any
such limited liability provisions do not extend to violations of the federal
securities laws.
Your risk as a participant is the same as with any other investment in our
common stock. You must recognize that neither the Company nor the plan
administrator can in any way assure a profit or protect against a loss to you
on shares purchased or sold under the plan.
We take no position on whether current stockholders or other investors
should participate in the plan.
21. What are the federal income tax consequences of participating in the
plan? In general, if you enroll in the plan you will have the same federal
income tax obligations with respect to reinvested dividends as you would with
dividends not reinvested under this plan.
You will be treated for federal income tax purposes as having received, on
each purchase date, a cash distribution equal to the full amount of the cash
dividend payable on that date on the shares of common stock held in your
account and all other stock that you own. The Internal Revenue Code requires
this treatment even though you never actually receive the reinvested dividends
in cash because your dividends are used instead to purchase shares of common
stock. With respect to shares of common stock purchased from us with reinvested
dividends, you will be treated for federal income tax purposes as having
received a distribution from us equal to the fair market value on the purchase
date of the shares acquired with the reinvested dividends.
16
We are a REIT for federal income tax purposes. In general, distributions
with respect to your stock will be taxable as ordinary dividend income for
federal income tax purposes to the extent made out of our current or
accumulated earnings and profits. Distributions in excess of our current or
accumulated earnings and profits will be treated for federal income tax
purposes as a return of capital. This return of capital would first reduce the
tax basis of the common stock to which the distribution is attributable, to the
extent of that tax basis, and the excess, if any, of the remaining amount
treated as a return of capital over such tax basis would be treated as a gain
from the sale of such stock. In the event that we designate a part or all of
the amount distributed as a capital gain dividend, the amount so designated
should be treated by you as long-term capital gain, even if you have held the
stock for less than the long-term holding period.
The holding period for shares credited to your plan account pursuant to the
dividend reinvestment aspect of the plan will begin on the day following the
date on which the shares were purchased for your account. The holding period
for shares purchased by optional cash payments will begin on the day following
the date of purchase. In the case of stockholders whose dividends are subject
to United States federal income tax withholding or backup withholding, the plan
administrator will reinvest dividends less the amount of tax required to be
withheld.
You are urged to consult with your own tax advisor with respect to federal,
state, local and other tax laws applicable to your specific situations. In
addition, the tax consequences of participation in the plan by retirement plans
differ from those outlined herein for individuals. Because the laws and
regulations regarding the federal income tax consequences of retirement plan
participation are complex and subject to change, a retirement plan considering
such participation should consult with its own retirement plan trustees,
custodians or tax advisors for specific information.
22. When will participation in the plan begin? Participation as to
dividend reinvestment will commence with the next purchase date after receipt
of the authorization form, provided it is received by the plan administrator on
or before the record date for payment of the dividend. Participation as to
optional cash investments (subject to the minimum and maximum investment
limitations under the plan) will commence with the next purchase date, provided
such investments are received at least one business day prior to such purchase
date. Should the funds to be invested arrive after the time indicated above and
before the next purchase date, such funds will be held without interest until
they can be invested on the next purchase date.
Eligible stockholders and other interested investors may enroll in the plan
at any time. Once enrolled, you will remain enrolled until you discontinue
participation or until we terminate the plan or your participation in the plan.
23. What is the source of shares to be purchased under the plan? Shares
purchased through the plan will be either newly issued shares purchased
directly from us, or, at our discretion, shares purchased by the plan
administrator in open market or privately negotiated transactions from third
parties, or a combination of those sources. Shares purchased directly from us
will consist of authorized but unissued shares of common stock.
24. How are the optional cash investments made? You may make optional cash
investments at any time. The authorization form provides the sole means whereby
a broker, bank or other nominee holding shares on behalf of beneficial owners
in the name of a securities depository may make optional cash investments on
behalf of such beneficial owners. In such case, the broker, bank or other
nominee must use an authorization form for transmitting optional cash
investments on behalf of the beneficial owners. An authorization form must be
delivered to the plan administrator at the address specified in Question 3 each
time that such broker, bank or other nominee transmits optional cash
investments on behalf of the beneficial owners. The plan administrator will
furnish authorization forms upon request.
Interested investors that are not currently our stockholders are also
eligible to make an initial investment in common stock through an optional cash
investment by submitting an authorization form.
17
Optional cash investments of $10,000 or less (subject to the minimum
investment requirements under the plan) should be received by the plan
administrator one business day before the purchase date.
Optional cash investments greater than $10,000 per month and made pursuant
to a request for waiver must be received by the plan administrator as
immediately available funds at least one business day before the purchase date
in order to purchase shares of common stock on the next following purchase date.
25. What limitations apply to optional cash investments? For any purchase
date, optional cash investments you make if you are already our stockholder are
subject to a minimum of $50 and a maximum of $10,000. Optional cash investments
made by interested investors who are not then our stockholders are subject to a
minimum initial investment of $500 and a maximum of $10,000. Optional cash
investments of less than the allowable monthly minimum amount and that portion
of any optional cash investment that exceeds the allowable monthly maximum
amount will be returned promptly to you without interest, except as noted below.
Optional cash investments in excess of $10,000 per month may be made only
pursuant to a request for waiver accepted by us. If you wish to submit an
optional cash investment in excess of $10,000 for any purchase date you must
obtain our prior written approval and a copy of such written approval must
accompany any such optional cash investment. A request for waiver should be
sent to us via facsimile at (504) 471-6291 by 10:00 a.m. Eastern Standard Time
on the day that is at least five business days prior to the applicable purchase
date. The request for waiver form will be furnished by us or the plan
administrator upon request. We have sole discretion to grant any approval for
optional cash investments in excess of the allowable maximum amount. In
deciding whether to approve a request for waiver, we will consider relevant
factors including, but not limited to:
. whether the plan is then acquiring newly issued shares directly from us
or acquiring shares in the open market or in privately negotiated
transactions from third parties;
. our need for additional funds;
. the attractiveness of obtaining such additional funds through the sale of
common stock as compared to other sources of funds;
. the purchase price likely to apply to any sale of common stock;
. the participant submitting the request;
. the extent and nature of your prior participation in the plan; and
. the number of shares of common stock you hold of record and the aggregate
amount of optional cash investments in excess of $10,000 for which
requests for waiver have been submitted by all plan participants.
If requests for waiver are submitted for any purchase date for an aggregate
amount in excess of the amount we are then willing to accept, we may accept
such requests by any method that we determine to be appropriate. With regard to
optional cash investments made pursuant to a request for waiver, the plan does
not provide for a predetermined maximum limit on the amount that a participant
may invest or on the number of shares of common stock that may be purchased.
We reserve the right to modify, suspend or terminate participation in the
plan by otherwise eligible registered holders of beneficial owners of common
stock for any reason whatsoever including elimination of practices that are not
consistent with the purposes of the plan.
We may establish a minimum price (the "threshold price") applicable to
optional cash investments made pursuant to a request for waiver. At least three
business days prior to the purchase date, we will determine whether to
establish a threshold price, and if a threshold price is established, we will
notify you and the plan administrator of that price. We will make this
determination in our discretion after a review of current market conditions,
the level of participation in the plan, and current and projected capital needs.
18
The establishment of the threshold price applies only to optional cash
investments made pursuant to a request for waiver. Setting a threshold price
will not affect the setting of a threshold price for any subsequent purchase
date. For any particular month, we may waive our right to set a threshold
price. Neither the Company nor the plan administrator will be required to
provide any written notice to you as to the threshold price for any purchase
date. You may, however, ascertain whether a threshold price has been set or
waived for any given purchase date by telephoning us at (504) 471-6341.
26. Will a discount be offered under the plan? Initially, we will offer no
discount. We reserve the right, at any time, to offer a discount in our sole
discretion. If we elect to do so, we will fix the discount at least ten days
before the purchase date. Such a discount may apply to all purchases or may
apply to one, some or all of the following: dividend reinvestment purchases,
initial cash purchases, or optional cash purchases which do, or do not, exceed
the waiver amount of cash purchases. Such discount may be between 0% and 3% of
the purchase price and may vary each month and may not apply uniformly to all
purchases made pursuant to the plan for that month. The discount will be
established at our sole discretion after a review of current market conditions,
the level of participation in the plan, and current and projected capital
needs. You may obtain the discount, if any, applicable to the next purchase
date by telephoning us at (504) 471-6341. Setting a discount for a particular
month will not affect the setting of a waiver discount for any subsequent month.
27. What if I have more than one account? For the purpose of the
limitations discussed in Question 25, we may aggregate all optional cash
investments for participants with more than one account using the same social
security or taxpayer identification number. If you are unable to supply a
social security or taxpayer identification number, we may limit your
participation to only one plan account.
Also for the purpose of such limitations, we may aggregate all plan accounts
that we believe to be under common control or management or to have common
ultimate beneficial ownership. Unless we have determined that reinvestment of
dividends and optional cash investment for each such account would be
consistent with the purposes of the plan, we have the right to aggregate all
such accounts and to return, without interest, within 30 days of receipt, any
amounts in excess of the investment limitations applicable to a single account
received in respect of all such accounts.
28. How do I invest via automatic electronic funds transfer? You may
enroll in the automatic cash investment program by completing the appropriate
section of the authorization form, which is available upon request to the plan
administrator at the address set forth in Question 3 above. This form must be
accompanied by a voided bank check or deposit slip for the account from which
you authorize the plan administrator to draw the funds. Once the form is
received and processed (which normally takes approximately two weeks) funds
will automatically be deducted each month from the designated account on the
25/th/ day of each month unless such day is a non-business day in which event
the funds automatically will be deducted on the business day immediately
preceding the 25/th/ and will be invested on the next purchase date. In the
event that your electronic funds transfer is not honored for any reason,
including but not limited to insufficient funds, the plan administrator
reserves the right to sell shares from your plan account to recover the amount
owed to the plan administrator plus a $20.00 processing fee. If you are already
our stockholder, automated funds transfers may be for as little as $50 per
month, but in no case for more than $10,000 per month.
29. What reports will be sent to me? Unless you participate in the plan
through a broker, bank or nominee, you will receive from the plan administrator
a detailed statement of your account at least once per quarter. This detailed
statement will show the amount of the optional cash payment or dividend, the
purchase price per share of common stock, the number of shares of common stock
you purchased and the total number of shares held in the plan. You should
retain these statements to determine the tax cost basis for shares purchased
pursuant to the plan. If you participate in the plan through a broker, bank or
nominee, you should contact that party for such a statement. You should discuss
specific tax questions regarding your participation in the plan with your own
tax advisor. You will also receive annual and other reports to stockholders,
proxy statements and income tax information for reporting dividends.
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30. How do I request a refund of dividends or optional cash
investment? You may request a refund of funds held by the plan administrator
by submitting a written request for such a refund to the plan administrator at
either address listed in Question 3 at least one business day prior to the
applicable purchase date. The request must specify the amount of the refund
desired.
31. Can I transfer all or a part of my shares held in the plan to another
person? You may transfer ownership of all or part of your shares held in the
plan through gift, private sale or otherwise, by mailing to the plan
administrator at either address listed in Question 3 a properly executed stock
assignment, along with a letter with specific instructions regarding the
transfer and a Form W-9 (Certification of Taxpayer Identification Number)
completed by you. Requests for transfer of shares held in the plan are subject
to the same requirements as the transfer of common stock certificates. The plan
administrator will provide you with the appropriate forms upon request. If any
stock certificates bearing a restrictive legend are contained in your plan
account, the plan administrator will comply with the provisions of such
restrictive legend before effecting a sale or transfer of such restricted
shares.
Book-to-book transfers, which involve transferring shares from an existing
participant account in the plan to a new participant account should follow the
steps listed below.
. Call the plan administrator's toll-free telephone number 1-800-524-4458
and request a plan brochure and authorization form. Complete the form
providing the full registration name, address and social security number
of the new participant to whom shares are being transferred.
. The completed authorization form should be sent to the plan administrator
together with a written request indicating the number of shares (full and
fractional) that should be transferred to the new participant. All
persons registered as account participants should sign the authorization
form, and their signatures should be guaranteed by a bank, broker or
financial institution that is a member of the Signature Guarantee
Medallion program. You can obtain a Medallion Signature Guarantee at any
financial institution (bank, broker, savings and loan, credit union,
etc.) that knows you and that is a member of one of the Medallion
programs.
. Unless otherwise directed in the authorization form, the credited (new)
account will be enrolled in the plan and all dividends on the transferred
shares will be reinvested in additional shares of common stock.
32. What fees will I be charged to participate in the plan? If you
currently participate in our existing Direct Stock Purchase and Dividend
Reinvestment plan, there will be no charge or commissions payable as a result
of conversion to the plan. If you are not currently a stockholder, you will be
charged a one time $10.00 fee to enroll in the plan. You will be charged a
transaction fee equal to 5% of the purchase price of any shares bought under
the plan. The maximum amount of this transaction fee for share purchases is
$3.00. There is a flat $5.00 transaction fee for all shares sold under the
plan. You will also not pay any brokerage commissions on newly issued shares
that the plan administrator buys directly from us, although you will be charged
a $0.10 per share brokerage commission if the plan administrator purchases our
shares from parties other than us, either on the open market or through
negotiated transactions, as well as all sales of shares under the plan.
The plan administrator will charge a service charge of $5.00 in the event of
termination by you of your participation in the plan. This service charge will
be automatically deducted from your plan account. We will pay all other fees
and expenses under the plan.
33. What is the effective date for the plan? The Plan will become
effective with respect to purchases made pursuant to initial investments,
optional cash investments and through the reinvestment of dividends on or after
May 1, 2003.
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DESCRIPTION OF CAPITAL STOCK
The following description is only a summary of certain terms and provisions
of our capital stock. You should refer to our Charter and Bylaws for the
complete provisions thereof.
General
The total number of shares of capital stock of all classes that we are
authorized to issue is 70,000,000. Currently, the Charter authorizes the
issuance of 51,484,000 shares of common stock, par value $.0001 per share,
40,000 shares of Series A Preferred Stock, par value $.0001 per share,
2,476,000 shares of Series B preferred stock, par value $.0001 per share and
16,000,000 shares of Excess Stock, par value $.0001 per share. As of March 7,
2003, 13,089,859 shares of common stock and 336,000 shares of Series B
preferred stock were issued and outstanding. Our common stock is currently
listed on the New York Stock Exchange under the symbol "SIZ".
Our Board of Directors is authorized by the Charter, to classify and
reclassify any of our unissued shares of capital stock, by, among other
alternatives, setting, altering or eliminating the designation, preferences,
conversion or other rights, voting powers, qualifications and terms and
conditions of redemption of, limitations as to dividends and any other
restrictions on, our capital stock. The power of the Board of Directors to
classify and reclassify any of the shares of capital stock includes the
authority to classify or reclassify such shares into a class or classes of
preferred stock or other stock.
Pursuant to the provisions of the Charter, if a transfer of stock occurs
such that any person would own, beneficially or constructively (applying the
applicable attribution rules of the Code), more than 9.9% (in value or in
number, whichever is more restrictive) of our outstanding equity stock
(excluding shares of excess stock), then the amount in excess of the 9.9% limit
will automatically be converted into shares of excess stock, any such transfer
will be void from the beginning and we will have the right to redeem such
stock. These restrictions also apply to any transfer of stock that would result
in our being "closely held" within the meaning of Section 856(h) of the Code or
otherwise failing to qualify as a REIT for federal income tax purposes. Upon
any transfer that results in excess stock, such excess stock shall be held in
trust for the exclusive benefit of one or more charitable beneficiaries
designated by us. Upon the satisfaction of certain conditions, the person who
would have been the record holder of equity stock if the transfer had not
resulted in excess stock may designate a beneficiary of an interest in the
trust. Upon such transfer of an interest in the trust, the corresponding shares
of excess stock in the trust shall be automatically exchanged for an equal
number of shares of equity stock of the same class as such stock had been prior
to it becoming excess stock and shall be transferred of record to the
designated beneficiary. Excess stock has no voting rights, except as required
by law, and any vote cast by a purported transferee in respect of shares of
excess stock prior to the discovery that shares of equity stock had been
converted into excess stock shall be void from the beginning. Excess stock
shall be entitled to dividends equal to the dividends declared on any class of
equity stock from which the excess stock has been converted, which dividends
shall be held in trust for the benefit of the charitable beneficiary. Any
dividend paid prior to our discovery that equity stock has been converted to
excess stock shall be paid to the trustee of the trust upon demand. In the
event of our liquidation, each holder of excess stock shall be entitled to
receive that portion of our assets that would have been distributed to the
equity stock in respect of which such excess stock was issued. The trustee of
the trust holding excess stock shall distribute such assets to the
beneficiaries of such trust. These restrictions will not prevent the settlement
of a transaction entered into through the facilities of any interdealer
quotation system or national securities exchange upon which shares of our
capital stock are traded. Notwithstanding the prior sentence, certain
transactions may be settled by providing shares of excess stock.
Our Board of Directors, upon at least 15 days' written notice from a
transferee prior to a proposed transfer that would result in the intended
transferee "beneficially owning" (after the application of the applicable
attribution rules of the Code) equity stock in excess of the 9.9% ownership
limit and the satisfaction of such other conditions as the Board of Directors
may direct, may in its sole and absolute discretion exempt a person from the
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ownership limit. Our Board of Directors may in its sole and absolute discretion
exempt a person from the limitation on a person "constructively owning" equity
stock in excess of the 9.9% ownership limit if (x) such person does not and
represents that it will not directly or "constructively own" (after the
application of the applicable attribution rules of the Code) more than a 9.9%
interest in a tenant of ours; (y) we obtain such representations and
undertakings as are reasonably necessary to ascertain this fact; and (z) such
person agrees that any violation or attempted violation of such
representations, undertakings and agreements will result in such equity stock
in excess of the ownership limit being converted into and exchanged for excess
stock. Our Board of Directors may from time to time increase or decrease the
9.9% limit, provided that the 9.9% limit may be increased only if five persons
could "beneficially own" or "constructively own" (applying the applicable
attribution rules of the Code) no more than 50.0% in value of the shares of
equity stock then outstanding.
Description of Common Stock
Distributions. Subject to the preferential rights of any shares of
preferred stock currently outstanding or subsequently classified and to the
provisions of our Charter regarding restrictions on transfer and ownership of
shares of common stock, as a holder of our common stock, you will be entitled
to receive distributions, if, as and when declared by our board of directors,
out of our assets that we may legally use for distributions to stockholders and
to share ratably in our assets that we may legally distribute to our
stockholders in the event of our liquidation, dissolution or winding-up after
payment of, or adequate provision for, all of our known debts and liabilities.
We currently pay regular quarterly distributions on our common stock.
Relationship to Preferred Stock and Other Shares of Common Stock. Your
rights as a holder of shares of common stock will be subject to, and may be
adversely affected by, the rights of holders of preferred stock that have been
issued and that may be issued in the future. Our Board of Directors may cause
preferred stock to be issued to obtain additional capital, in connection with
acquisitions, to our officers, directors and employees pursuant to benefit
plans or otherwise and for other corporate purposes.
As a holder of our common stock, you will have no preferences, conversion,
sinking fund, redemption rights or preemptive rights to subscribe for any of
our securities. Subject to the provisions of our charter regarding restrictions
on ownership and transfer, all shares of common stock have equal distribution,
liquidation, voting and other rights.
Voting Rights. Subject to the provisions of our charter regarding
restrictions on transfer and ownership of shares of common stock, as a holder
of common stock, you will have one vote per share on all matters submitted to a
vote of stockholders, including the election of directors. Except as provided
with respect to any other class or series of shares of capital stock, the
holders of common stock will possess the exclusive voting power.
There is no cumulative voting in the election of directors, which means that
the holders of a plurality of the outstanding shares of common stock can elect
all of the directors then standing for election and the holders of the
remaining shares of common stock, if any, will not be able to elect any
directors, except as otherwise provided for any series of our preferred stock.
Stockholder Liability. Under Maryland law applicable to Maryland
corporations, you will not be liable as a shareholder for our obligations
solely as a result of your status as a stockholder.
Transfer Agent. The registrar and transfer agent for shares of our common
stock is The Bank of New York.
Description of Stockholder Rights Plan
Our board of directors has adopted a stockholder rights plan. As a result,
we issued one right for each outstanding share of common stock. One right will
be issued for each additional share of common stock that we
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issue, including any shares of common stock issued on the conversion of new
debentures or old debentures. Each right entitles the holder to purchase one
one-thousandth of a share of our Series A preferred stock at an exercise price
of $40. The rights become exercisable 10 business days after any party acquires
or announces an offer to acquire 15% or more of our common stock or certain
similar event. The rights expire on August 27, 2008, unless earlier redeemed.
The rights are redeemable at $0.01 per right at any time before 10 business
days following the time that any party acquires 15% or more of our common
stock, commences a tender offer for 15% or more of our common stock, or our
Board of Directors determines that a substantial stockholder's ownership may be
adverse to the interests of our other stockholders or our qualification as a
REIT. In certain circumstances, the rights will be exercisable for the stock of
any entity into which we merge or to which we convey a substantial portion of
our assets.
USE OF PROCEEDS
We do not know the number of shares of common stock that will be ultimately
purchased pursuant to the plan, or the prices which shares will be purchased.
We will use the net proceeds from common stock purchased directly from us under
the plan for general corporate purposes, including the acquisition of real
estate properties, capital improvements to properties, the reduction of debt
and to fund working capital requirements.
EXPERTS
Our consolidated financial statements and schedules as of December 31, 2001
and 2000, and for each of the years in the three-year period ended December 31,
2001, have been incorporated by reference herein in reliance upon the reports
of KPMG LLP, independent accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
With respect to the unaudited interim financial information for the periods
ended September 30, 2002 and 2001 and June 30, 2002 and 2001, incorporated by
reference herein, the independent accountants have reported that they applied
limited procedures in accordance with professional standards for a review of
such information. However, their separate reports included in our quarterly
reports on Form 10-Q for the quarters ended September 30, 2002 and June 30,
2002, and incorporated by reference herein, state that they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
The accountants are not subject to the liability provisions of Section 11 of
the Securities Act of 1933 (the "1933 Act") for their reports on the unaudited
interim financial information because those reports are not "reports" or
"parts" of the registration statement prepared or certified by the accountants
within the meaning of Sections 7 and 11 of the 1933 Act.
LEGAL MATTERS
The legality of the securities will be passed upon for us by Jaeckle
Fleischmann & Mugel, LLP, Buffalo, New York.
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