0001193805-05-000570.txt : 20120615
0001193805-05-000570.hdr.sgml : 20120615
20050323102240
ACCESSION NUMBER: 0001193805-05-000570
CONFORMED SUBMISSION TYPE: DFAN14A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20050323
DATE AS OF CHANGE: 20050323
EFFECTIVENESS DATE: 20050323
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: DFAN14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09349
FILM NUMBER: 05698096
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: DFAN14A
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
DFAN14A
1
e500297_defc14a-sizeler.txt
SOLICITING MATERIAL
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
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of the
|_| Definitive Proxy Statement Commission Only (as permitted
|_| Definitive Additional Materials by Rule 14a-6(e)(2))
|X| Soliciting Material Pursuant
to Rule ss.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):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
|_| Fee paid previously with preliminary materials: N/A
|_| 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:
Attached hereto is Amendment No. 16 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 "SEC"). The amendment attaches a March 22, 2005 press
release issued by First Union, announcing, among other things, that First Union
has dismissed its Maryland State Court action against Sizeler and will pursue
the merits of its action in federal court.
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.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 16)
-----------------------
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 PERSONS
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 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 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. 16 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, as further amended by Amendment No. 14 to Schedule 13D
dated March 18, 2005, and as further amended by Amendment No. 15 to Schedule 13D
dated March 22, 2005 (the "13D"). Capitalized terms used but not defined herein
have the meanings ascribed to them in the 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended as follows:
On March 22, 2005, First Union elected to dismiss its Maryland State Court
action brought last week against the Issuer without prejudice. According to
First Union's court filing:
"in light of the extraordinary step by Sizeler Property Investors, Inc.
and every member of its board individually to seek a declaratory judgment
in the federal District Court of Maryland that their conduct in connection
with the March 15, 2005 sale of stock at issue in the instant case was not
a breach of fiduciary duty or otherwise improper. As First Union believes
that it will prevail on the merits and does not wish to distract from the
substantive questions by an ancillary dispute over the forum, it will join
the issue in the federal court forum selected by Sizeler and its board."
Also on March 22, 2005 First Union issued a press release with respect to
the dismissal and noted in its press release that the judge in the State Court
action stated "I agree that [First Union] has, in my view, raised grave
questions about this transaction." Unfortunately, however, the Court concluded
that because the stock issuance had been consummated earlier that morning,
shortly after it was announced by Sizeler, he had no ability to issue the
temporary restraining order.
A copy of the Press Release is attached as Exhibit 13 hereto and is
incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
Exhibit 13. Press Release issued March 22, 2005 with respect to dismissal
of State Court action.
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-13
2
e500297_ex13.txt
PRESS RELEASE ISSUED MARCH 22, 2005
Exhibit 13
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
AT THE COMPANY
Carolyn Tiffany
Chief Operating Officer
(617) 570-4614
FIRST UNION DISMISSES STATE COURT ACTION AGAINST SIZELER, WILL PURSUE MERITS OF
CASE IN FEDERAL COURT
Boston, Massachusetts- March 22, 2005- First Union Real Estate Equity and
Mortgage Investments (NYSE:FUR) announced today that it filed to dismiss its
Maryland State Court action brought last week against Sizeler Property
Investors, Inc. (NYSE:SIZ) without prejudice. According to First Union's court
filing:
"First Union dismissed this action in light of the extraordinary step by
Sizeler Property Investors, Inc. and every member of its board
individually to seek a declaratory judgment in the federal District Court
of Maryland that their conduct in connection with the March 15, 2005 sale
of stock at issue in the instant case was not a breach of fiduciary duty
or otherwise improper. As First Union believes that it will prevail on the
merits and does not wish to distract from the substantive questions by an
ancillary dispute over the forum, it will join the issue in the federal
court forum selected by Sizeler and its board."
First Union notes that the judge in the State Court action stated "I agree
that [First Union] has, in my view, raised grave questions about this
transaction." Unfortunately, however, the Court concluded that because the stock
issuance had been consummated earlier that morning, shortly after it was
announced by Sizeler, he had no ability to issue the temporary restraining
order.
-------------------
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.