EX-1 2 a04-15173_1ex1.htm EX-1

Exhibit 1

 

[LETTERHEAD OF FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS]

 

 

 

December 21, 2004

 

 

FEDERAL EXPRESS

 

 

 

Sizeler Property Investors, Inc.

 

2542 Williams Boulevard

 

Kenner, Louisiana 70062

 

Attention:

Sidney W. Lassen

 

 

Chairman of the Board

 

 

Re:  Notice of Intention to Present Nominations

 

Dear Mr. Lassen:

 

First Union Real Estate Equity and Mortgage Investments, an Ohio trust (the “Proponent”), is a stockholder of record of Sizeler Property Investors, Inc. (the “Company”).  The Proponent hereby notifies the Company, in accordance with Article II, Section 11, of the Company’s by-laws (the “by-laws”), of its intention to nominate in person at the Company’s 2005 annual meeting of stockholders (the “2005 Annual Meeting”) the following persons for election to the Company’s Board of Directors (the “Board”):

 

Michael L. Ashner

Peter Braverman

Steven Zalkind

 

Such nominations are being made on behalf of the Proponent.  Please note that (i) Mr. Ashner and Mr. Braverman are currently employees of Winthrop Financial Associates, A Limited Partnership, directors and officers of the Proponent, officers of The Newkirk Master Limited Partnership and officers of Exeter Capital Corporation, and (ii) Mr. Ashner , Mr. Braverman and Mr. Zalkind formerly served as directors of Shelbourne Properties I, Inc., Shelbourne Properties II, Inc. and Shelbourne Properties III, Inc., entities in which Mr. Ashner was the Chief Executive Officer and Mr. Braverman was the Executive Vice President.

 

The information required to be set forth with respect to the Nominees and the Proponent pursuant to Article II, Section 11 of the by-laws is set forth on Exhibit A hereto.

 

Also enclosed are the consents of the Nominees to serve as directors of the Company if elected.

 


 

The Proponent intends to appear in person or by proxy at the 2005 Annual Meeting to nominate the persons named in this notice.

 

The Proponent requests written notice as soon as practicable of any alleged defect in this Notice of Intention to Present Nominations and reserves the right, following receipt of any such notice, to either challenge, or attempt as soon as practicable to cure, such alleged defect.

 

The Proponent agrees to furnish such other information with respect to the Nominees as may reasonably be required by the Company to determine the eligibility of any such Nominee to serve as a director of the Company.

 

Please direct any questions regarding the information contained in this Notice of Intention to Present Nominations to Michael L. Ashner, c/o First Union Real Estate Equity and Mortgage Investments, Two Jericho Plaza, Wing A, Suite 111, (516) 822-0022 (phone), (516) 433-2777 (facsimile).

 

Please sign and return the enclosed copy of this letter to acknowledge its receipt and that this letter, without any additional actions or information, is sufficient to comply with the board nomination requirements of the Company, including without limitation the requirements of the by-laws and applicable court orders.

 

 

Very truly yours,

 

 

 

FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS

 

 

 

By:

/s/

Michael L. Ashner

 

 

 

 

Michael L. Ashner

 

 

 

Chief Executive Officer

 

 

 

 

cc:

The Board of Directors of

 

 

Sizeler Property Investors, Inc.

 

 

 

AGREED AND ACCEPTED

 

THIS         DAY OF                        , 200  

 

 

 

SIZELER PROPERTY INVESTORS, INC.

 

 

 

By

 

 

 

Name:

 

Title:

 

 

2


 

EXHIBIT A

 

Information Regarding The Director Nominees

 

 

Michael L. Ashner, Age 52

 

Business Address

c/o First Union Real Estate Equity and Mortgage Investments

Two Jericho Plaza

Wing A, Suite 111

Jericho, New York  11753

 

Home Address

2 Bridle Court

Oyster Bay Cove, New York 11771

 

Business Experience  (1)

Chairman and Chief Executive Officer, January 2004 – Present

First Union Real Estate Equity and Mortgage Investments

(real estate investment trust)

 

Chief Executive Officer, January 1996 – Present

Winthrop Financial Associates, A Limited Partnership

(real estate management and investment company)

 

Director and Chief Executive Officer, November 1997 – Present

The Newkirk Master Limited Partnership

(real estate management and investment company)

 

President, 1981 – Present

Exeter Capital Corporation

(organized and administered real estate limited partnerships)

 

Corporate Directorships of Public Companies

NBTY, Inc.

GB Holdings, Inc.

Atlantic Entertainment Holdings, Inc.

First Union Real Estate Equity and Mortgage Investments

 

(1)  No corporation or organization referred to below is a parent, subsidiary or other affiliate of the Company.

 

A-1


 

Peter Braverman, Age 52

 

Business Address

c/o First Union Real Estate Equity and Mortgage Investments

Two Jericho Plaza

Wing A, Suite 111

Jericho, New York  11753

 

Home Address

141 Wooster Street

Apt. 5C & D

New York, New York 10012

 

Business Experience  (1)

President, August 2004 – Present

Executive Vice President, January 2004 – August 2004

First Union Real Estate Equity and Mortgage Investments

(real estate investment trust)

 

Executive Vice President, January 1996 – Present

Winthrop Financial Associates, A Limited Partnership

(real estate management and investment company)

 

Executive Vice President, November 1997 – Present

The Newkirk Master Limited Partnership

(real estate management and investment company)

 

Corporate Directorships of Public Companies

First Union Real Estate Equity and Mortgage Investments

 

(1)  No corporation or organization referred to below is a parent subsidiary or other affiliate of the Company.

 

A-2


 

Steven Zalkind, Age 63

 

Business Address

Resource Investments Limited, L.L.C.

4300 Haddonfield Road

Suite 314

Pennsauken, New Jersey 08109

 

Home Address

Home Address:

641 Boca Bay Drive

PO Box 755

Boca Grande, Florida  33921

 

Business Experience (1)

Principal – 1975-Present

Resources Investments Limited, L.L.C.

(real estate management and investment company)

 

Corporate Directorships of Public Companies

None

 

(1)  No Corporation or entity referred to below is a parent subsidiary or other affiliate of the Company.

 

A-3


 

Information With Respect To the Proponent, Nominees and Other Participants

 

Information is being given herein for the Proponent, the Nominees, and such other employees, officers and associates of such individuals and entities, as may be deemed participants under federal security laws (collectively, the “Participants”).

 

Beneficial Ownership of Common Stock

 

The information with respect to the Participants sets forth as of December 21, 2004, based on information provided by such persons, the number of shares of the Company’s Common Stock, par value $.0001 per share (the “Shares”), which are held of record, beneficially owned or represented by proxy by the Participants or by any other stockholders of the Company known by such Participant to be supporting such nominee(s) on December 21, 2004 (the percentage of shares owned being based upon 13,236,089 shares outstanding on November 9, 2004, as set forth in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2004).

 

Name and, if applicable, Address
as it Appears on the Stock Transfer
Books of the Company

 

Amount and Nature of
Beneficial Ownership

 

Percent of Class

 

 

 

 

 

 

 

First Union Real Estate Equity and Mortgage Investments
7 Bulfinch Place
Suite 500
Boston, MA 02114

 

1,119,600

 

8.46

%

Michael L. Ashner(2)(3)

 

1,119,600

 

8.46

%

Peter Braverman(2)(3)

 

1,119,600

 

8.46

%

Steven Zalkind(4)

 

—

 

—

 

 

(1)   1,000 shares are held of record by First Union Real Estate Equity and Mortgage Investments with the balance owned beneficially in “street name” by CEDE & Co.

(2)   Michael L. Ashner and Peter Braverman are executive officers of First Union Real Estate Equity and Mortgage Investments and therefore may be deemed to beneficially own all of the shares held by First Union Real Estate Equity and Mortgage Investments in the Company.

(3)   The business address for each of Michael L. Ashner and Peter Braverman is 2 Jericho Plaza, Wing A, Suite 111, Jericho, New York 11753.

(4)   The business address for Steven Zalkind is Resource Investments Limited, L.L.C., 4300 Haddonfield Road, Suite 314, Pennsauken, New Jersey 08109

 

A-4


 

Certain Proceedings

 

                None of the Participants has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past ten years.  No Participant owns any shares of common stock of record but not beneficially.  No Participant owns any securities of any subsidiary of the Company.

 

                During the past two years, none of the Participants has borrowed or otherwise obtained funds for the purpose of acquiring or holding any securities of the Company.

 

                During the past two years, the Participants listed above did not effect any sales of the Company’s common stock and effected the following purchases of the Company’s common stock, all of which were effected by the Proponent:

 

Date

 

Amount

 

Price per Share

 

 

 

 

 

 

 

August 17, 2004

 

70,000

 

$

7.70

 

August 18, 2004

 

600

 

$

7.83

 

August 19, 2004

 

29,300

 

$

7.91

 

August 23, 2004

 

17,200

 

$

8.06

 

August 24, 2004

 

32,200

 

$

8.26

 

August 25, 2004

 

63,500

 

$

8.28

 

August 30, 2004

 

13,700

 

$

8.49

 

August 31, 2004

 

37,500

 

$

8.56

 

September 1, 2004

 

176,600

 

$

8.56

 

September 1, 2004

 

20,400

 

$

8.61

 

September 2, 2004

 

47,300

 

$

8.61

 

September 7, 2004

 

161,700

 

$

8.66

 

October 4, 2004

 

2,000

 

$

9.02

 

October 6, 2004

 

28,100

 

$

9.16

 

October 7, 2004

 

30,000

 

$

9.29

 

October 8, 2004

 

19,100

 

$

9.19

 

October 12, 2004

 

25,000

 

$

9.21

 

October 14, 2004

 

3,000

 

$

9.01

 

October 19, 2004

 

100

 

$

9.15

 

October 20, 2004

 

10,900

 

$

9.11

 

November 5, 2004

 

14,000

 

$

9.59

 

November 10, 2004

 

44,500

 

$

9.61

 

November 11, 2004

 

46,000

 

$

9.61

 

November 12, 2004

 

60,500

 

$

9.65

 

November 15, 2004

 

66,400

 

$

9.71

 

December 2, 2004

 

100,000

 

$

10.00

 

 

A-5


 

Other than as discussed above, no Participant is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company.

 

No securities are owned by “associates” of any of the Participants as such term is used under Regulation 14A.

 

None of the Participants or any of such Participant’s associates has any arrangement or understanding with respect to any future employment by the Company or any future transactions to which the Company will or may be a party, nor any material interest, direct or indirect, in any transaction which has occurred since December 31, 2003 or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party and in which the amount involved exceeds $60,000.

 

A-6


 

CONSENT

 

I, Michael L. Ashner, hereby consent (i) to serve as a director of Sizeler Property Investors, Inc. (the “Company”) if elected at the 2005 Annual Meeting of the Company, and (ii) to be named in any proxy statement to be filed in conjunction with my nomination to the Board of Directors of the Company.

 

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered on this 17th day of December, 2004.

 

 

 

/s/ Michael L. Ashner

 

 

Michael L. Ashner

 


 

CONSENT

 

I, Peter Braverman, hereby consent (i) to serve as a director of Sizeler Property Investors, Inc. (the “Company”) if elected at the 2005 Annual Meeting of the Company, and (ii) to be named in any proxy statement to be filed in conjunction with my nomination to the Board of Directors of the Company.

 

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered on this 17th day of December, 2004.

 

 

 

/s/ Peter Braverman

 

 

Peter Braverman

 


 

CONSENT

 

I, Steven Zalkind, hereby consent (i) to serve as a director of Sizeler Property Investors, Inc. (the “Company”) if elected at the 2005 Annual Meeting of the Company, and (ii) to be named in any proxy statement to be filed in conjunction with my nomination to the Board of Directors of the Company.

 

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered on this 17th day of December, 2004.

 

 

 

/s/ Steven Zalkind

 

 

Steven Zalkind