SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. __) ----------------------- SIZELER PROPERTY INVESTORS, INC. (Name of Issuer) Common Stock, Par Value $.0001 per share (Title of Class of Securities) 830137-10-5 (CUSIP Number of Class of Securities) ----------------------- Carolyn Tiffany David J. Heymann First Union Real Estate Equity and Mortgage Investments Post Heymann & Koffler LLP 7 Bulfinch Place Two Jericho Plaza, Wing A Suite 500 Suite 111 Boston, Massachusetts 02114 Jericho, New York 11753 (617) 570-4614 (516) 681-3636 ---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 7, 2004 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (euro)(euro) (continued on next page(s)) Page 1 of 5 CUSIP NO. 048798102 13D Page 2 of 5 -------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person First Union Real Estate Equity and Mortgage Investments I.R.S. I.D. No. 34-6513657 -------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group * (a) [ ] (b) [ ] -------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------- 4. Sources of Funds * WC -------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) [ ] -------------------------------------------------------------------- 6. Citizenship or Place of Organization Ohio -------------------------------------------------------------------- Number 7. Sole Voting Power 670,000 of ______________________________________________ Shares 8. Shared Voting Power - 0 - Beneficially ______________________________________________ Owned by Each 9. Sole Dispositive Power 670,000 Reporting ______________________________________________ Person With 10. Shared Dispositive Power - 0 - -------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 670,000 Shares ------------------------------------------------------------------ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] ------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11) 5.07% ------------------------------------------------------------------ 14. Type of Reporting Person* OO ------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. ------------------- This statement on Schedule 13D relates to common shares of stock, par value $.0001 per share ("Shares") of Sizeler Property Investors, Inc., a Maryland corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2542 Williams Boulevard, Kenner, Louisiana 70062. Item 2. Identity and Background. ----------------------- (a) This statement is being filed by First Union Real Estate Equity and Mortgage Investments, an Ohio business trust ("First Union"). (b) The principal business address of First Union is 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114. (c) The principal business of First Union is to acquire, hold and ultimately dispose of real estate related assets including, without limitation, real property and securities in entities that invest in real property. (d) and (e) During the last five years, First Union has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding or a judicial or administrative body of competent jurisdiction as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Not applicable Item 3. Source and Amount of Funds of Other Consideration. ------------------------------------------------- First Union purchased the 670,000 Shares for an aggregate purchase price of $5,597,004.24. The source of funds to acquire the 670,000 Shares was provided from the working capital of First Union. Item 4. Purpose of Transaction. ---------------------- First Union acquired the Shares reported herein with a view to making a profit on its investment. In light of its investment objectives, First Union intends to consider appropriate methods of maximizing the value of the Shares and, to the extent consistent with its investment objectives, shareholder value in general. Page 3 of 5 Item 5. Interest of Securities of the Issuer. ------------------------------------ (a) First Union directly owns 670,000 Shares representing 5.07% of the total outstanding Shares. The foregoing is based upon 13,219,685 Shares outstanding which represents the number of shares reported outstanding in the Issuer's most recently filed report on Form 10-Q. (b) First Union has the sole power to vote and dispose of 670,000 Shares owned by First Union. (c) Set forth below is a description of all transactions in Shares that were effected during the past sixty days by First Union. All such transactions were purchases effected by First Union on the open market. Date Number of Shares Price Per Share ---- ---------------- --------------- 8/17/2004 70,000 $7.6370 8/19/2004 29,300 $7.8450 8/19/2004 600 $7.7000 8/23/2004 17,200 $8.0000 8/24/2004 32,200 $8.1951 8/25/2004 63,500 $8.2205 8/30/2004 13,700 $8.4247 8/31/2004 37,500 $8.4975 9/01/2004 20,400 $8.5500 9/01/2004 176,600 $8.5000 9/02/2004 47,300 $8.5500 9/07/2004 161,700 $8.5989 (d) Not applicable (e) Not applicable Item 6. Contracts, Arrangement, Understandings or Relationships With ------------------------------------------------------------ Respect to Securities of the Issuer. ----------------------------------- There are no contracts, arrangements, understandings or relationships among First Union and between First Union and any persons with respect to any securities of the Issuer. Item 7. Materials to be Filed as Exhibits. --------------------------------- None Page 4 of 5 Signatures ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 8, 2004 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS By: /s/ Peter Braverman ------------------- Peter Braverman President