SC 13D/A 1 a05-4712_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 11)*

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)

 

March 7, 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)
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(e) of 2(f)     o

 

 

6.

Citizenship or Place of Organization
Ohio

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,310,300

 

8.

Shared Voting Power 
- 0 -

 

9.

Sole Dispositive Power 
1,310,300

 

10.

Shared Dispositive Power 
- 0 -

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
1,310,300 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) 
9.9%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

2



 

This Amendment No. 11 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, as further amended by Amendment No. 8 to Schedule 13D dated January 26, 2005, as further amended by Amendment No. 9 to Schedule 13D dated January 31, 2005, and as further amended by Amendment No. 10 to Schedule 13D dated February 23, 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 3 is hereby amended as follows:

First Union purchased an additional 8,900 Shares on February 23, 2005 for an aggregate purchase price of $104,130, which funds were provided from the working capital of First Union.

 

 

Item 4.

Purpose of Transaction

 

Item 4 is hereby amended as follows:

On March 7, 2005, Cede & Co., at the request of First Union and as the record holder of certain Shares beneficially owned by First Union, executed a letter which was then sent to the Issuer which requests certain books and records of the Issuer and stockholder information for the Issuer as permitted by Sections 2-512 and 2-513 of the Maryland General Corporation Law.  A copy of the letter sent to the Issuer is attached hereto as Exhibit 7.

 

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated to read as follows:

(a)       First Union directly owns 1,310,300 Shares representing 9.9% 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 1,310,300 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.

 

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Date

 

Number of Shares

 

Price Per Share

 

 

 

 

 

 

 

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

 

January 25, 2005

 

117,000

 

$

11.60

 

February 4, 2004

 

3,600

 

$

11.56

 

February 14, 2005

 

10,000

 

$

12.05

 

February 16, 2005

 

6,000

 

$

11.98

 

February 17, 2005

 

10,000

 

$

12.03

 

February 18, 2005

 

5,000

 

$

11.88

 

February 22, 2005

 

10,000

 

$

11.80

 

February 23, 2005

 

8,900

 

$

11.70

 

 

 

(d)  Not applicable

 

(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

Item 7 is hereby amended as follows:

Exhibit 7.                Letter, dated March 7, 2005, from Cede & Co. to the Issuer requesting certain books and records of the Issuer and certain shareholder information relating to the Issuer.

 

4



 

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.

 

Dated: March 8, 2005

FIRST UNION REAL ESTATE EQUITY AND

 

 

MORTGAGE INVESTMENTS

 

 

 

 

 

 

 

 

By:

/s/ Peter Braverman

 

 

 

 

Peter Braverman

 

 

 

President

 

 

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