UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 14A |
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(Rule 14A 101) |
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INFORMATION REQUIRED IN PROXY STATEMENT |
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Proxy Statement Pursuant to Section 14(a) of |
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Filed by the Registrant o |
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Filed by a Party other than the Registrant ý |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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SIZELER PROPERTY INVESTORS, INC. |
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(Name of Registrant as Specified In Its Charter) |
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FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) |
Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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): |
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(4) |
Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. N/A |
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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. |
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(1) |
Amount Previously Paid: |
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(2) |
Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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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. |
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Attached hereto is Amendment No. 7 to First Union Real Estate Equity and Mortgage Investments 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 press release issued on January 19, 2005 by First Union Real Estate Equity and Mortgage Investment (First Union) announcing that it has filed with the Securities and Exchange Commission a preliminary proxy statement with respect to its solicitation of proxies to elect Michael L. Ashner, Peter Braverman and Steven Zalkind as directors of Sizeler at Sizelers 2005 Annual Meeting of Stockholders.
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 Sizelers 2005 Annual Meeting of Stockholders. INVESTORS ARE URGED TO READ THE DEFINITIVE 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 SECs 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 is set forth in the preliminary proxy statement filed by First Union with the SEC. Investors may obtain additional information regarding the interests of such participants by reading the definitive proxy statement when it becomes available.
Exhibit 1
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
First Union Real Estate Equity and Mortgage Investments
7 Bulfinch Place
Suite 500
Boston, Massachusetts 02114
(617) 570-4614
David J. Heymann
Post Heymann & Koffler LLP
Two Jericho Plaza, Wing A
Suite 111
Jericho, New York 11753
(516) 681-3636
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
January 19, 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 persons 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 |
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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SEC Use Only |
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Source of Funds (See
Instructions) |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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Shared Voting Power |
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Sole Dispositive Power |
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Shared Dispositive Power |
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Aggregate Amount
Beneficially Owned by Each Reporting Person |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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Percent of Class
Represented by Amount in Row (11) |
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Type of Reporting Person
(See Instructions) |
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2
This Amendment No. 7 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, as further amended by Amendment No. 5 to Schedule 13D dated January 7, 2005, and as further amended by Amendment No. 7 to Schedule 13D dated January 14, 2005 (the 13D). Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D.
Item 1. |
Security and Issuer |
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Item 2. |
Identity and Background |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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Item 4. |
Purpose of Transaction |
On January 19, 2005, First Union issued a press release announcing that it has filed with the Securities and Exchange Commission a preliminary proxy statement with respect to its solicitation of proxies to elect Michael L. Ashner, Peter Braverman and Steven Zalkind as directors of Sizeler at Sizelers 2005 Annual Meeting of Stockholders. |
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Item 5. |
Interest in Securities of the Issuer |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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Item 7. |
Material to Be Filed as Exhibits |
Exhibit 4. Press Release issued January 19, 2005. |
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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.
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FIRST UNION REAL ESTATE EQUITY AND |
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January 19, 2005 |
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Signature |
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Name/Title |
4
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
AT THE COMPANY
Carolyn Tiffany
Chief Operating Officer
(617) 570-4614
FIRST UNION REAL ESTATE EQUITY
AND MORTGAGE INVESTMENTS
PROPOSES A SLATE FOR ELECTION TO THE BOARD OF DIRECTORS OF
SIZELER PROPERTY INVESTORS, INC.
FOR IMMEDIATE RELEASE Boston, Massachusetts- January 19, 2005-First Union Real Estate Equity and Mortgage Investments (NYSE:FUR) announced today that, consistent with its prior notification to Sizeler Property Investors, Inc. (NYSE:SIZ), it has filed with the Securities and Exchange Commission a preliminary proxy statement with respect to its solicitation of proxies to elect Michael L. Ashner, Peter Braverman and Steven Zalkind to the Board of Directors of Sizeler at the 2005 Annual Meeting of Stockholders of Sizeler. Based on the proxy statement for the 2004 Annual Meeting of Stockholders of Sizeler, the terms of the current Chairman of the Board and Chief Executive Officer and two independent directors expire at the 2005 Annual Meeting of Stockholders.
First Union Real Estate Equity and Mortgage Investments is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts.
First Union Real Estate Equity and Mortgage Investment has filed with the SEC a preliminary proxy statement with respect to its solicitation of proxies to elect Michael L. Ashner, Peter Braverman and Steven Zalkind as directors at Sizelers 2005 Annual Meeting of Stockholders. INVESTORS ARE URGED TO READ THE DEFINITIVE 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 SECs 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 is set forth in the preliminary proxy statement filed by First Union with the SEC. Investors may obtain additional information regarding the interests of such participants by reading the definitive proxy statement when it becomes available.