0001193805-05-000602.txt : 20120615
0001193805-05-000602.hdr.sgml : 20120615
20050328103235
ACCESSION NUMBER: 0001193805-05-000602
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20050328
DATE AS OF CHANGE: 20050328
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: 05705479
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
e500330_sc13da-sizeler.txt
AMENDMENT NO. 18 TO SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 18)
-----------------------
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 Post Heymann & Koffler LLP
and 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 28, 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 |_|.
qNote: 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
1,415,300
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,415,300
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,415,300 Shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.82%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 18 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., ("Sizeler") 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, as further amended by Amendment No. 15 to
Schedule 13D dated March 22, 2005, as further amended by Amendment No. 16 to
Schedule 13D dated March 23, 2005, and as further amended by Amendment No. 17 to
Schedule 13D dated March 24, 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 28, 2005, First Union issued a press release that provides the
text of an open letter to Sizeler shareholders addressing certain claims made by
Sizeler in their previous press releases. A copy of the press release is
attached hereto as Exhibit 15 and incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
Exhibit 15. Press Release of First Union dated March 28, 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 28, 2005 FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS
By: /s/ Peter Braverman
------------------------------------
Peter Braverman
President
EX-15
2
e500330_ex15.txt
PRESS RELEASE OF FIRST UNION DATED 3/28/2005.
Exhibit 15
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
SETS THE RECORD STRAIGHT
OPEN LETTER TO SHAREHOLDERS OF SIZELER PROPERTY INVESTORS
Boston, Massachusetts- March 28, 2005- First Union Real Estate Equity and
Mortgage Investments (NYSE:FUR) released today the following letter to its
fellow shareholders in Sizeler Property Investors, Inc. (NYSE:SIZ):
Dear Fellow Shareholders of Sizeler Property Investors, Inc.,
Previously, we indicated that we would seek to convince our fellow
shareholders to elect our slate of directors based on the fundamental issue of
our proposals to shareholders in contrast to management's track record and
behavior. In so doing, we would reject the use of private investigators or
similar tactics. To that end, we wish to add that we also will try to avoid the
use of unnecessary invective, hyperbole, innuendo and unfounded allegations. We,
however, feel compelled to set the record straight and respond directly to
misleading and/or false statements we believe have been made by management in an
attempt to detract from the issue at hand. In this regard, we wish to state for
the record the following:
o We have not "retreated" from our intention to have a court rule on
the propriety of the recent below market sale of 20% of the
Company's then outstanding common shares to four investors,
including a long time supporter of management. In fact, nothing
could be further from the truth. The initial action we filed in
Maryland State court was to seek a temporary restraining order
preventing the sale from occurring. Unfortunately, the court denied
our motion, not on the underlying merits, but because the action had
become moot as the sale had already in fact occurred unbeknownst to
shareholders including ourselves. In the judge's view, this rendered
the remedy sought inappropriate. He expressly stated, however, that
he had "grave concerns" with management's conduct and that our case
had merit-but that he could not grant the remedy sought (a temporary
restraining order) because the stock sale had already closed. The
action is continuing in Federal court where we will aggressively
pursue a legal determination that the Sizeler Board acted contrary
to the interests of Sizeler shareholders in the stock transaction.
Simply put, we believe this was a dilutive transaction with no near
term justification unless its perpetrators believe Sizeler's common
stock is worth less than $10.75 a share. Since we do not believe in
happenstance, we can only infer the transaction's timing as well as
the inclusion of a favored shareholder in the transaction was
designed to entrench management in light of our proposal to nominate
directors for election at the next meeting of shareholders.
o Addressing our supposed 13D violation concerning our intentions with
respect to Sizeler, these intentions have developed over a long
period driven in large measure by the recent self-serving conduct of
management. We recognize that any proposal we make is of great
concern to all shareholders and we will not be rushed to judgment.
Having said this, we reaffirm our recent statement that our core
proposal will likely be to seek a shareholder approved sale or
liquidation of Sizeler with the proceeds to be distributed to all
shareholders. Throughout this process, we will commit not to acquire
any of Sizeler's properties either directly or indirectly. All sales
would be to non-affiliated third party buyers. Moreover, neither we
nor anyone affiliated with us will be paid any real estate
commission or similar fees. In this regard, we note that
shareholders have still not received an answer to the questions we
asked management two months ago-did anyone affiliated with
management receive any direct or indirect compensation in connection
with the sale of Lakeview Club Apartments in January 2005?
o For the second time, I will repeat there is not now nor has there
ever been an explicit or implicit, written or verbal, understanding
between us and any third party, including William Ackman and any of
his affiliates with respect to Sizeler or its securities. Moreover,
neither I nor any of my affiliates purchased one share of stock in
First Union either directly or indirectly from William Ackman or any
of his affiliates. All of the First Union common shares that we
directly and indirectly own were acquired either through a public
tender offer or directly from First Union in a transaction approved
by its then Board of Directors at a 30% premium (not a 10% discount)
to the trading price of the stock prior to announcement of the
transaction and more than five months after Ackman had sold his
shares back to First Union.
o Finally, as to the allegation that I had sought to be co-CEO of
Sizeler, nothing could be further from the truth. Let me be clear on
this point, I would never serve in such a capacity with this
management team.
If one looks at the facts and compares them to management's
mischaracterizations of them, one can only conclude that management's lack of
credibility is consistent with both their track record and proclivity for
abusive entrenching transactions.
Before concluding, we have two questions for management. Why do you
continue to delay setting the date for the annual meeting? Are there more
dilutive shareholder detrimental transactions afoot? Let's stop the nonsense and
let the shareholders vote on the merits of your track record and behavior versus
the strategic proposals we ultimately make.
We welcome all shareholder questions, comments and inquiries. Please feel
free to contact me at (516) 822-0022.
Sincerely,
Michael L. Ashner
Chief Executive Officer
First Union Real Estate Equity and
Mortgage Investments
-------------------
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.