0001193805-05-000562.txt : 20120618
0001193805-05-000562.hdr.sgml : 20120618
20050322102547
ACCESSION NUMBER: 0001193805-05-000562
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20050322
DATE AS OF CHANGE: 20050322
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SIZELER PROPERTY INVESTORS INC
CENTRAL INDEX KEY: 0000805419
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 721082589
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-38038
FILM NUMBER: 05695693
BUSINESS ADDRESS:
STREET 1: 2542 WILLIAMS BLVD
CITY: KENNER
STATE: LA
ZIP: 70062
BUSINESS PHONE: 5044716200
MAIL ADDRESS:
STREET 1: 2542 WILLIAMS BLVD
CITY: KENNER
STATE: LA
ZIP: 70062
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS
CENTRAL INDEX KEY: 0000037008
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 346513657
STATE OF INCORPORATION: OH
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 7 BULFINCH PLACE
STREET 2: SUITE 500 PO BOX 9507
CITY: BOSTON
STATE: MA
ZIP: 02114
BUSINESS PHONE: 6175704614
MAIL ADDRESS:
STREET 1: 7 BULFINCH PLACE
STREET 2: SUITE 500 PO BOX 9507
CITY: BOSTON
STATE: MA
ZIP: 02114
FORMER COMPANY:
FORMER CONFORMED NAME: FIRST UNION REALTY
DATE OF NAME CHANGE: 19691012
SC 13D/A
1
e500272_sc13da-sizeler.txt
AMENDMENT NO. 15 TO SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 15)
-----------------------
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 David J. Heymann
First Union Real Estate Equity and Post Heymann & Koffler LLP
Mortgage Investments Two Jericho Plaza, Wing A
7 Bulfinch Place Suite 111
Suite 500 Jericho, New York 11753
Boston, Massachusetts 02114 (516) 681-3636
(617) 570-4614
----------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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 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).
(continued on next page(s))
CUSIP No. 830137-10-5 13D/A
--------------------------------------------------------------------------------
1. Name of Reporting Person
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 * (a) |_|
(b) |_|
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Sources of Funds *
WC
--------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f) |_|
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Ohio
--------------------------------------------------------------------------------
7. Sole Voting Power
1,400,300
-----------------------------------------------------------------
Number of 8. Shared Voting Power
Shares
Beneficially - 0 -
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person 1,400,300
With -----------------------------------------------------------------
10. Shared Dispositive Power
- 0 -
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,300 Shares
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
8.73%
--------------------------------------------------------------------------------
14. Type of Reporting Person*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 15 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, as further amended by Amendment No. 10 to Schedule 13D
dated February 23, 2005, as further amended by Amendment No. 11 to Schedule 13D
dated March 8, 2005, as further amended by Amendment No. 12 to Schedule 13D
dated March 15, 2005, as further amended by Amendment No. 13 to Schedule 13D
dated March 16, 2005, and as further amended by Amendment No. 14 to Schedule 13D
dated March 18, 2005 (the "13D"). Capitalized terms used but not defined herein
have the meanings ascribed to them in the 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended as follows:
First Union purchased an additional 20,000 Shares on March 21, 2005 for an
aggregate purchase price of $239,000, 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 22, 2005, First Union issued a press release announcing that in
light of recent actions of the Board of Directors of the Issuer, First Union has
formulated its own preliminary plans and proposals with respect to the Issuer.
In this regard, the press release announced that First Union is now giving
serious consideration to the one or more strategic proposals for Sizeler which
would include its sale or liquidation pursuant to a plan of liquidation that
would require shareholder approval or at a minimum the sale of certain non-core
assets. First Union would agree that any such sale or liquidation would provide
that neither it nor its affiliates would acquire any of the assets or receive
any real estate brokerage commission or similar fee in connection with such
sales. Further, First Union would propose corporate governance changes to
eliminate Sizeler's staggered board, "poison pill" and executive golden
parachutes, all of which assist in ensuring management entrenchment.
A copy of the Press Release is attached as Exhibit 12 hereto and is
incorporated herein by reference.
In addition, First Union will continue to resist the Issuer's attempts to
deny its shareholders a choice by trying to stop First Union from seeking
proxies or voting its shares for a period of time during which the Issuer will
presumably schedule its next annual meeting of shareholders.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended as follows:
(a) As of the close of business on March 21, 2005, First Union directly
owns 1,400,300 Shares representing 8.73% of the total outstanding Shares. The
foregoing is based upon 16,045,000 Shares outstanding which represents the
number of shares reported outstanding in the Issuer's most recently filed report
on Form 10-K together with the 2,649,000 additional Shares issued on March 15,
2005.
(b) First Union has the sole power to vote and dispose of 1,400,300 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 and not previously
reported. All such transactions were purchases effected by First Union on the
open market.
Date Number of Shares Price Per Share
March 21, 2005 20,000 $11.95
(d) Not applicable
(e) Not applicable
Item 7. Materials to be Filed as Exhibits.
Exhibit 12. Press Release issued March 22, 2005.
Signatures
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 22, 2005 FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS
By: /s/ Peter Braverman
-----------------------
Peter Braverman
President
EX-12
2
e500272_ex12.txt
PRESS RELEASE ISSUED MARCH 22, 2005.
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 CRITICIZES RECENT
ACTIONS BY SIZELER PROPERTY INVESTORS MANAGEMENT; SETS FORTH PRELIMINARY
PROPOSALS WITH RESPECT TO SIZELER
Boston, Massachusetts- March 22, 2005- First Union Real Estate Equity and
Mortgage Investments (NYSE:FUR) announced today that in light of recent actions
of the Board of Sizeler Property Investors, Inc. (NYSE:SIZ) indicating a
management more interested in personal entrenchment than shareholder value,
First Union sees no alternative but to formulate its own preliminary plans and
proposals with respect to Sizeler. First Union believes that the recent
below-market stock sale by Sizeler and Sizeler's almost immediate commencement
of an action seeking court declaration that the stock sale was not fraudulent,
are indications that the principal concern of Sizeler management is entrenchment
rather than in taking actions designed to enhance shareholder value. First Union
noted that the stock sale was allegedly made based on a strategic "plan" adopted
by the Board in August 2004, a "plan" never disclosed to shareholders in any of
Sizeler's required filings with the Securities and Exchange Commission prior to
the day that the stock sale was approved. Indeed, on the very day that the stock
sale was approved, Sizeler filed its annual report with the SEC without a single
reference to the stock sale that was to close the next day.
First Union also noted that it is disappointed that Sizeler has not yet
announced the date of its next annual meeting of shareholders, despite the fact
that in prior years the meeting would have already been announced by this date.
First Union believes that this delay is further evidence of Sizeler management's
plan to entrench itself at the expense of shareholders.
First Union is now giving serious consideration to one or more strategic
proposals for Sizeler which would include its sale or liquidation pursuant to a
plan of liquidation that would require shareholder approval or, at a minimum the
sale of certain non-core assets. First Union would agree that any such sale or
liquidation would provide that neither it nor its affiliates would acquire any
of the assets or receive any real estate brokerage commission or similar fee in
connection with such sales. Further, First Union would propose corporate
governance changes to eliminate Sizeler's staggered board, "poison pill" and
executive golden parachutes, all of which assist in ensuring management
entrenchment.
Peter Braverman, the President of First Union stated "it is unfortunate
that Sizeler's Board and management has elected to spend company money and use
its efforts to attempt to deny shareholder choice instead of enhancing
shareholder value."
First Union also announced that it had increased its ownership interest in
Sizeler to 1,400,300 or 8.73% of the outstanding common shares at the close of
business on March 21, 2005.
-------------------
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 Investments 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
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.