DFAN14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )
Filed by the Registrant  o
Filed by a Party other than the Registrant  ý
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials
ý	Soliciting Material Pursuant to §240.14a-12
SIZELER PROPERTY INVESTORS, INC.
(Name of Registrant as Specified In Its Charter)
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)		Title of each class of securities to which transaction applies:
			Units of Limited Partnership Interest
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:
o	Fee paid previously with preliminary materials:  N/A
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:
		Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Attached hereto is Amendment No. 6 to First Union Real Estate Equity and Mortgage Investment’s Schedule 13D with respect to common stock of Sizeler Property Investors, Inc. (“Sizeler”), filed today with the Securities and Exchange Commission.  The amendment attaches a letter sent by First Union Real Estate Equity and Mortgage Investment (“First Union”) to Sizeler responding to a letter received from Sizeler rejecting First Union’s request for additional information relating to the costs and fees incurred in connection with the sale by Sizeler of its Lakeview Club Apartments property.

First Union previously notified Sizeler of its intention to file a proxy statement and other relevant documents with the SEC in support of the election as directors of Sizeler of Michael L. Ashner, Peter Braverman and Steven Zalkind at Sizeler’s 2005 Annual Meeting of Stockholders.  INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov.  First Union and Messrs. Ashner, Braverman and Zalkind may be deemed to be participants in the solicitation of proxies from the shareholders of Sizeler in connection with the annual meeting. Information about these participants will be set forth in the proxy statement filed by First Union with the SEC.  Investors may obtain additional information regarding the interests of such participants by reading the proxy statement when it becomes available.

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EX-1

Exhibit 1

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

SIZELER PROPERTY INVESTORS, INC.

(Name of Issuer)

Common Stock, Par Value $.0001 per share

(Title of Class of Securities)

830137-10-5

(CUSIP Number)

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)

January 13, 2005

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 page 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).

CUSIP No.  048798102
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 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 (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Ohio
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,139,800
			8.	Shared Voting Power  - 0 -
			9.	Sole Dispositive Power  1,139,800
			10.	Shared Dispositive Power  - 0 -
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  1,139,800 Shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11)  8.61%
	14.	Type of Reporting Person (See Instructions) OO

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This Amendment No. 6 amends certain information contained in the Schedule 13Dfiled by First Union Real Estate Equity and Mortgage Investments, an Ohio business trust (“First Union”), with respect to its ownership interest in Sizeler Property Investors, Inc., as amended by Amendment No. 1 to Schedule 13D dated November 11, 2004, as further amended by Amendment No. 2 to Schedule 13D dated November 16, 2004, as further amended by Amendment No. 3 to Schedule 13D dated December 6, 2004, as further amended by Amendment No. 4 to Schedule 13D dated December 21, 2004 and is further amended by Amendment No. 5 to Schedule 13D dated January 7, 2005 (the “13D”).  Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D.
Item 1.	Security and Issuer
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
First Union purchased the additional 1,200 Shares for an aggregate purchase price of $13,260, which funds were provided from the working capital of First Union.
Item 4.	Purpose of Transaction
On January 13, 2005, First Union sent a letter to the Issuer responding to the Issuer’s letter of January 12, 2005 to First Union rejecting First Union’s request for information with respect to the costs and fees paid in connection with the sale by the Issuer of its Lakeview Club Apartments property.  A copy of the letter sent to the Issuer is attached hereto as an Exhibit.
Item 5.	Interest in Securities of the Issuer
(a)           First Union directly owns 1,139,800 Shares representing 8.61% of the total outstanding Shares.  The foregoing is based upon 13,236,089 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 1,139,800 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
November 15, 2004	66,400	$	9.71
December 2, 2004	100,000	$	10.00
January 5, 2005	9,600	$	11.01
January 6, 2005	600	$	11.05
January 7, 2005	8,800	$	11.05
January 10, 2005	1,200	$	11.05

(d)           Notapplicable
(e)           Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7.	Material to Be Filed as Exhibits
Exhibit 3.                Letter from First Union to the Issuer dated January 13, 2005.

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Signature

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.

FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS

January 14, 2005

Date

/s/ Michael L. Ashner

Signature

Michael L. Ashner/Chief Executive Officer

Name/Title

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Exhibit 3

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

January 13, 2005

FEDERAL EXPRESS

Sizeler Property Investors, Inc.

2542 Williams Boulevard

Kenner, Louisiana 70062

Attention:	Sidney W. Lassen
	Chairman of the Board

Dear Mr. Lassen:

We are in receipt of your letter dated January 12, 2005 responding to our letter of January 7, 2005. Although we disagree with your conclusion that you are prohibited from providing the requested information to a single stockholder, we have no objection to your disclosing the requested information in a manner such that it will be available to all stockholders of Sizeler Property Investors, Inc. Given that the $2.7 million in “closing costs and fees” in connection with the sale of Lakeview Club Apartments represented more than 6% of the sales price and the current climate calling for enhanced disclosure by public companies, we believe the components of “closing costs and fees” are important information which should be promptly disclosed, especially if any of the payments were made to related parties.

We look forward to reading your filing addressing this request. Please direct any questions 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).

Very truly yours,

FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
By:	/s/ Michael L. Ashner
	Michael L. Ashner
	Chief Executive Officer