-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EfYdAygc6Fu5st+gROQ0DWdNpjTDQzpvA41rEBFdy9jWME92AtjoQbTyEoAJyNJg ZmhDq5sZqg+Re5W19P135w== 0001067621-05-000008.txt : 20050926 0001067621-05-000008.hdr.sgml : 20050926 20050923184742 ACCESSION NUMBER: 0001067621-05-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050926 DATE AS OF CHANGE: 20050923 GROUP MEMBERS: ANDREW DAKOS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIZELER PROPERTY INVESTORS INC CENTRAL INDEX KEY: 0000805419 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 721082589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38038 FILM NUMBER: 051101496 BUSINESS ADDRESS: STREET 1: 2542 WILLIAMS BLVD CITY: KENNER STATE: LA ZIP: 70062 BUSINESS PHONE: 5044716200 MAIL ADDRESS: STREET 1: 2542 WILLIAMS BLVD CITY: KENNER STATE: LA ZIP: 70062 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN PHILLIP CENTRAL INDEX KEY: 0001067621 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D 1 sizthird.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 9/13/05 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 178,875 8. SHARED VOTING POWER 22,800 9. SOLE DISPOSITIVE POWER 905,700 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 905,700 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 4.3% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 231,500 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 231,500 __________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 231,500 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 1.1% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Sizeler Property Investors, Inc. ("SIZ").The principal executive offices of SIZ are located at 2542 Williams Blvd, Kenner, LA 70062. Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Phillip Goldstein, 60 Heritage Drive, Pleasantville, NY 10570 and Andrew Dakos, 43 Waterford Drive, Montville, NJ 07045. Phillip Goldstein is a self-employed investment advisor. He is also President of Kimball and Winthrop, Inc., an investment advisory firm. Andrew Dakos is President of Elmhurst Capital, Inc., an investment advisory firm and Managing Member of the general partner of Full Value Partners L.P., an investment fund. During the last 5 years none of the reporting persons have been convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which they were or are subject to a judgement, 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. Mr. Phillip Goldstein and Mr. Andrew Dakos are U.S. citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Mr. Phillip Goldstein and Mr. Dakos have accumulated shares of the Issuer on behalf of accounts that are managed by them. All funds that have been utilized to purchase such shares are from such accounts or from margin loans from broker dealers where these accounts are held. ITEM 4. PURPOSE OF TRANSACTION The filing persons believe the issuer's stock is significantly undervalued. They are pleased that the proxy contest has been settled and look forward to a much higher stock price as a result of the reconstituted board focusing its attention on increasing shareholder value. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. As per the quarterly report filed on 8/9/2005 there were 21,073,786 shares outstanding as of 7/27/2005. The percentage set forth in this item (5a) was derived using such number. Mr. Phillip Goldstein is deemed to be the beneficial owner of 905,700 shares of SIZ or 4.3% of the outstanding shares. Mr. Dakos is deemed to be the beneficial owner of 231,500 shares of SIZ or 1.1% of the outstanding shares. b. Power to dispose of securities resides solely with Mr. Phillip Goldstein for 905,700 shares. Power to vote securities resides solely with Mr. Phillip Goldstein for 178,875 shares and jointly for 22,800 shares. Power to dispose and vote securities resides solely with Mr. Dakos for 231,500 shares. c. During the last sixty days the following shares of common stock were purchased (there were no sales): See Exhibit 1. d. Beneficiaries of accounts managed by Mr. Phillip Goldstein and Mr. Dakos are entitled to receive any dividends or sales proceeds. e. NA ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Shares purchased within last 60 days Exhibit 2: Joint Filing Agreement 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: 9/23/05 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Phillip Goldstein shares purchased: TRADE DATE, # Shares, Price 9/22/2005, 300, $ 11.55 9/19/2005, 6000, $ 12.10 9/16/2005, 3900, $ 12.13 9/14/2005, 35700, $ 12.24 9/13/2005, 52300, $ 12.24 9/12/2005, 30000, $ 12.21 9/8/2005, 1500, $ 12.25 9/2/2005, 39900, $ 10.91 9/1/2005, 80000, $ 11.21 8/31/2005, 72000, $ 11.94 8/30/2005, 6000, $ 12.27 8/29/2005, 16400, $ 12.20 8/26/2005, 10200, $ 12.66 8/25/2005, 5000, $ 12.65 8/24/2005, 23100, $ 12.64 8/23/2005, 6400, $ 12.65 8/19/2005, 5000, $ 12.60 8/10/2005, 5000, $ 12.76 8/9/2005, 600, $ 12.65 8/5/2005, 200, $ 12.47 8/4/2005, 11900, $ 12.80 8/3/2005, 900, $ 12.79 7/27/2005, 1400, $ 12.76 Andrew Dakos shares purchased 9/6/2005 2000 @ 11.85 9/2/2005 8700 @ 11 Exhibit 2 Joint Filing Agreement In accordance with Rule 13d-1 (k) (1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D(and all further amendments filed by them) with respect to the shares of SIZ. Dated: 9/23/05 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos -----END PRIVACY-ENHANCED MESSAGE-----