-----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, DNa0RQy61zGoXeOzSxNoN413/1DCqqRkBgaYOBf75CeLl63GoLWMWISJFIfHhc7p BYgJIquaW+1YF/1TBHvqPQ== 0001067621-06-000024.txt : 20060817 0001067621-06-000024.hdr.sgml : 20060817 20060817150525 ACCESSION NUMBER: 0001067621-06-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060817 DATE AS OF CHANGE: 20060817 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38038 FILM NUMBER: 061040653 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/A BUSINESS ADDRESS: BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 sizthirdamend.txt SCHEDULE 13D/A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 8/10/06 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and 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 1,413,955 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 1,413,955 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,413,955 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.59% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ This statement constitutes amendment No.1 to the Schedule 13D filed on September 26, 2005. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 2 is amended as follows: Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Bulldog Investors, Phillip Goldstein, 60 Heritage Drive, Pleasantville, NY 10570 a principal of Bulldog Investors and Andrew Dakos, Park 80 West, Plaza Two, Saddle Brook, NJ 07663, also a principal of Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed investment advisors. 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 4 is amended as follows: ITEM 4. PURPOSE OF TRANSACTION On August 10, 2006 Phillip Goldstein sent a letter to the issuer's Chairman, Mark M. Tanz. A copy of the letter is attached (Exhibit 2). Item 5 is amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. As per the quarterly report filed on 8/9/2006 there were 21,467,074 shares outstanding as of 8/1/2006. The percentage set forth in this item (5a) was derived using such number. Mr. Goldstein and Mr. Dakos are deemed to be the beneficial owners of 1,413,955 shares of SIZ or 6.59% of the outstanding shares. b. Power to dispose of securities resides solely with Mr. Goldstein and Mr. Dakos for 1,413,955 shares. Power to vote securities resides solely with Mr. Goldstein and Mr. Dakos for 1,413,955 shares. c. During the last sixty days the following shares of common stock were bought and sold: See Exhibit 1. d. Beneficiaries of accounts managed by Mr. Goldstein and Mr. Dakos are entitled to receive any dividends or sales proceeds. e. NA Item 7 is amended as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Shares bought and sold within last 60 days Exhibit 2. Letter to the Chairman of the Board 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: 8/17/06 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos Exhibit 1 Phillip Goldstein shares bought and sold: Date Transaction # Shares Price 7/14/2006 sold 2,000 14.85 8/8/2006 buy 18,850 14.6835 8/8/2006 buy 5,500 14.6835 8/8/2006 buy 4,800 14.6835 8/8/2006 buy 4,300 14.6835 8/8/2006 buy 18,850 14.6835 8/8/2006 buy 5000 14.65 8/9/2006 buy 36,050 14.6553 8/9/2006 buy 10,500 14.6553 8/9/2006 buy 9,200 14.6553 8/9/2006 buy 8,200 14.6553 8/9/2006 buy 36,050 14.655 Andrew Dakos shares sold: 6/29/2006 7,600 @ 15.80 Exhibit 2 Opportunity Partners L.P. 60 Heritage Drive Pleasantville, NY 10570 (914) 747-5262 Fax: (914) 747-5258 oplp@optonline.net August 10, 2006 Mr. Mark M. Tanz Chairman of the Board Sizeler Property Investors, Inc. 2542 Williams Boulevard Kenner, LA 70062 Dear Mr. Tanz: Opportunity Partners L.P. is part of a group that owns more than 1.4 million shares of Sizeler Property Investors, Inc. We are very disappointed about the proposed sale of Sizeler to Revenue Properties Company Limited, a large shareholder of Sizeler, for $15.10 per share. We have spoken with other shareholders that agree with us that the liquidation value of Sizeler's real estate portfolio is significantly higher than $15.10 per share. Just eight days before the August 8th announcement, Sizeler's stock closed at more than $16 per share and it continued to trade well above $15.10 per share right up until the takeunder offer was announced. We note that Sizeler's August 8th announcement does not mention that you also were recently a member of the board of the proposed acquirer, Revenue Properties as well as a member of the board of Morguard Corporation, the controlling shareholder of Revenue Properties. We are also concerned that an insider of Revenue Properties has reported selling shares of Sizeler recently at prices in excess of $15.10. How can Sizeler's shareholders have confidence that a transaction is fair when its Chairman may have loyalties to parties on the other side of the table and insiders of the acquirer are trading in the stock while negotiations are occurring? We cannot passively accept the situation. Therefore, we intend to solicit proxies to oppose the proposed transaction and to propose an orderly liquidation of Sizeler as the best way to maximize shareholder value for all shareholders, not just Revenue Properties. In addition, we are seriously contemplating making an offer for Sizeler in excess of $15.10 and filing a lawsuit to prevent the proposed transaction from being consummated. If you think we are off base, please contact us immediately to discuss this matter. Very truly yours, Phillip Goldstein Portfolio Manager Contact: Phillip Goldstein of Opportunity Partners L.P., 914- 747-5262 -----END PRIVACY-ENHANCED MESSAGE-----