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:
	(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.
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. 9 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”) on January 31, 2005 to Sidney Lassen, the Chairman and Chief Executive Officer of Sizeler expressing First Union’s concerns with certain actions alleged to have been taken either by Mr. Lassen or Sizeler.

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 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 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 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.

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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. 9)*

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 31, 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.   830137-10-5
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) First Union Real Estate Equity and Mortgage Investments 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 1,256,800
			8.	Shared Voting Power  - 0 -
			9.	Sole Dispositive Power  1,256,800
			10.	Shared Dispositive Power  - 0 -
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  1,256,800 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)  9.5%
	14.	Type of Reporting Person (See Instructions) OO

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This Amendment No. 9 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, as further amended by Amendment No. 6 to Schedule 13D dated January 14, 2005, as further amended by Amendment No. 7 to Schedule 13D dated January 19, 2005, and as further amended by Amendment No. 8 to Schedule 13D dated January 26, 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
Item 4.	Purpose of Transaction
On January 31, 2005, First Union sent a letter to Sidney Lassen, the Chairman and Chief Executive Officer of the Issuer expressing its concerns with certain actions alleged to have been taken either by Mr. Lassen or the Issuer.  A copy of the letter sent to Mr. Lassen is attached hereto as Exhibit 5.
Item 5.	Interest in Securities of the Issuer
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7.	Material to Be Filed as Exhibits
Exhibit 5.                Letter, dated January 31, 2005, from First Union to Sidney Lassen.

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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 31, 2005

Date

/s/ Michael L. Ashner

Signature

Michael L. Ashner
Chief Executive Officer

Name/Title

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Exhibit 5

February 1, 2005

Mr. Sidney Lassen

Chief Executive Officer

Sizeler Property Investors, Inc.

2542 Williams Boulevard

Kenner, Louisiana 70062

Dear Mr. Lassen:

It has come to our attention that either you acting individually or Sizeler Property Investors, Inc. (“Sizeler”) may have engaged one or more private investigators, directly or through intermediaries, in order to covertly investigate myself, my background and/or any existing or preexisting relationships between myself and/or First Union Real Estate Equity and Mortgage Investments, Inc. (“First Union”) and other shareholders of Sizeler.  With respect to the latter concern, please be advised that there is no existing or preexisting arrangement or understanding between First Union, myself or our affiliates, on the one hand, and any other shareholder of Sizeler, on the other hand, as to any matter relating to Sizeler, including, without limitation, the acquisition, voting, holding or disposal of shares of Sizeler.

To date we have received no objection to our intended slate of nominees to the Board of Sizeler and it is our hope that neither you nor any other member of the Board is engaged in an invidious campaign to quash corporate democracy through the use of such reprehensible practices.  In the event that you or other members of the Board of Directors of Sizeler desire any information regarding any of the aforementioned matters of interest, I suggest that you contact me directly with your inquiries.  We welcome the opportunity to provide you with any biographical data and personal references which you may require.  Such an approach on your part would avoid unnecessary cost and expense to the shareholders of Sizeler.

Please take comfort in the knowledge that we will not be engaging the services of private investigation firms or initiating similar morally questionable practices to explore your background or those of the other nominees proposed by Sizeler.  Rather, it is our intention to focus our campaign on specific strategic proposals designed to maximize shareholder value for all shareholders and improve corporate governance, as well as on

the historically anemic performance at Sizeler during the 18 years of your tenure as Chairman and CEO.

If you should have any questions regarding the foregoing, please feel free to contact me.

Very truly yours,
First Union Real Estate and Mortgage Investments, Inc.
By:	/s/ Michael L. Ashner
	Michael L. Ashner,
	Chairman

cc:           J. Terrel Brown

Harold B. Juckell

Richard L. Pearlstone

William G. Byrnes

James R. Peltier

Thomas A. Masilla, Jr.

James W. McFarland

Theodore H. Strauss