-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bv0VbHpWbFrpjnAtk8uT99jDRYXBAeM/bT4lLDoUSXMJ/ZHGZxRZLFvFYeZ4YKsp 4r/zC4HF23ZroMsD+YTvpg== 0001193805-05-001153.txt : 20050518 0001193805-05-001153.hdr.sgml : 20050518 20050518161639 ACCESSION NUMBER: 0001193805-05-001153 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050518 DATE AS OF CHANGE: 20050518 EFFECTIVENESS DATE: 20050518 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: 05841962 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 e500614_dfan14a-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 Commission Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive Proxy Statement |_| Definitive Additional Materials |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. 25 to First Union Real Estate Equity and Mortgage Investment's ("First Union") Schedule 13D with respect to common stock of Sizeler Property Investors, Inc. ("Sizeler"), filed today with the Securities and Exchange Commission (the "SEC"). The 13D amendment discloses that on May 18, 2005, First Union sent a letter to shareholders of Sizeler addressing, among other things, certain statements made in Sizeler's Quarterly Report on Form 10-Q for the three period ended March 31, 2005, and enclosing copies of First Union's press releases regarding its investment in Sizeler dated April 19, 2005, April 28, 2005, May 4, 2005 and May 5, 2005. A copy of the letter to Sizeler shareholders is attached to the 13D amendment. 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. 25) ----------------------- 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) May 18, 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 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 1,500,600 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY - 0 - OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,500,600 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,600 Shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 25 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, 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, as further amended by Amendment No. 17 to Schedule 13D dated March 24, 2005, as further amended by Amendment No. 18 to Schedule 13D dated March 28, 2005, as further amended by Amendment No. 19 to Schedule 13D dated March 29, 2005, as further amended by Amendment No. 20 to Schedule 13D dated April 19, 2005, as further amended by Amendment No. 21 to Schedule 13D dated April 19, 2005, as further amended by Amendment No. 22 to Schedule 13D dated April 28, 2005, as further amended by Amendment No. 23 to Schedule 13D dated May 4, 2005, and as further amended by Amendment No. 24 to Schedule 13D dated May 5, 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 a total of 10,00 Shares on May 10, 2005 and May 11, 2005 for an aggregate purchase price of $120,000, which funds were provided from the working capital of First Union. Item 4. Purpose of Transaction. Item 4 is hereby amended as follows: On May 18, 2005, First Union sent a letter to the shareholders of Sizeler addressing, among other things, certain statements made in Sizeler's Quarterly Report on Form 10-Q for the three month period ended March 31, 2005, and enclosing copies of First Union's press releases regarding its investment in Sizeler dated April 19, 2005 (filed as an Exhibit to Amendment No. 21 to the 13D), April 28, 2005 (filed as an Exhibit to Amendment No. 22 to the 13D), May 4, 2005 (filed as an Exhibit to Amendment No. 23 to the 13D) and May 5, 2005 (filed as an Exhibit to Amendment No. 24 to the 13D). A copy of the letter is attached hereto as Exhibit 20 and incorporated by this reference. In addition, although First Union's Amendment No. 22 to its 13D correctly attached its April 28, 2005 press release, it incorrectly referenced an April 19, 2005 press release in Item 4. Accordingly, the text of Item 4 set forth is in Amendment No. 22 is revised to read in its entirety as follows: On April 28, 2005, First Union issued a press release in which its Chairman and Chief Executive Officer, Michael L. Ashner who is also a proposed nominee of First Union for election as a director of Sizeler commented that First Union's legal actions caused Sizeler to finally set a time frame within which it will hold its annual meeting. A copy of the press release was attached hereto as Exhibit 17 to Amendment No. 22 and was incorporated by reference. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended and restated to read as follows: (a) As of the close of business on May 17, 2005, First Union directly owned 1,500,600 Shares representing 7.2% of the total outstanding Shares. The foregoing is based upon 20,987,315 Shares outstanding which represents the number of shares reported outstanding in the Issuer's Quarterly Report on Form 10Q for the period ended March 31, 2005. (b) First Union has the sole power to vote and dispose of 1,500,600 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 May 10, 2005 900 12.00 May 11, 2005 9,100 12.00 (d) Not applicable (e) Not applicable Item 7. Materials to be Filed as Exhibits. Exhibit 20. Letter from First Union to the shareholders of Sizeler dated May 18, 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: May 18, 2005 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS By: /s/ Michael L. Ashner ------------------------------ Michael L. Ashner Chief Executive Officer EX-20 2 e500614_ex20.txt LETTER FROM FIRST UNION [FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS LETTERHEAD] May 18, 2005 Dear Fellow Shareholders of Sizeler Property Investors, Inc.: Like many of you we have reviewed the Company's recent quarterly report on Form 10-Q together with management's self-serving press release describing their accomplishments under the "enhanced" strategic plan. Once again we believe it is time for a reality check as to what the numbers truly indicate, especially in view of the impact of the recent dilutive stock sale. While it should be apparent to all that the private sale of the Company's stock at a price of $10.75 a share while trading at $12.00 a share was dilutive to shareholders (a position which even this management would have difficulty disputing), the purported justification given was that the resultant reduction in debt would enhance the Company's funds from operations ("FFO"). In fact, management's press release touted an improvement to FFO as a result of its strategic plan. For those of you unfamiliar with the term, FFO is a term utilized by real estate investment trusts to measure their operating performance. As management stated in its report, "FFO is a key operating measure used by the Company's management in evaluating current operating performance as well as trends in operating performance". But has FFO improved from the perspective of the Company's common shareholders? We think not. If one divides the stated first quarter FFO of $2,879,000 by the number of common shares outstanding as of year end, 13,154,000, the FFO on a per share basis would be $.22. Since December 31, 2004, all of the 9% convertible debentures have been converted or redeemed, reducing the annual interest expense to the Company by $5,094,000 or $1,273,500 per quarter. In so doing, the Company issued approximately 7,833,000 new shares bringing the total number of shares outstanding to approximately 20,987,000. If one adds the first quarter interest savings of $1,273,500 to the announced FFO of $2,879,000, the Company's aggregate FFO for the quarter would have increased to $4,152,500. If this projected FFO of $4,152,500 is then divided by the number of shares now outstanding, 20,987,000, the resulting FFO per share is $.20, lower than the per share FFO reported for the same quarter last year. The calculation is as provided below:
FFO Per Share FFO Per Share Calculation Before After Giving Giving Effect to Effect to Dilution Dilution First Quarter 2005 FFO $ 2,879,000 $ 2,879,000 Adjustment to Reflect Reduction in Interest Expense from Debenture Conversion/Redemption N/A $ 1,273,500 ----------- ----------- (1) First Quarter 2005 FFO After Adjustment for Debenture Redemption/Conversion $ 2,879,000 $ 4,152,500 =========== =========== Common Shares Outstanding at December 31, 2004 13,154,000 13,154,000 Additional Shares Issued Subsequent to 2004 N/A 7,833,000 ----------- ----------- (2) Current Common Shares Outstanding 13,154,000 20,987,000 =========== =========== FFO Per Common Share [(1)/(2)] $ .22 $ .20 =========== ===========
Not only was the transaction dilutive to shareholder equity but it now appears to have been non-accretive to FFO. From our standpoint as common shareholders, dilutive plus non-accretive equals failed. Should we have expected anything other than a failed outcome in view of the sale's surreptitious occurrence and inherent inequity? According to Roget's Thesaurus "surreptitious" refers to "clandestine, secretive or covert activity" and that is a fair characterization of management's behavior. On the very day that agreements were executed to sell almost 20% of the Company at a price more than 10% below its then market value, a sale which would be of obvious concern to the Company's shareholders, management filed its annual report on Form 10K with the SEC in which no mention of the intended sale was made. Rather, the intention to sell was announced at 9:30 AM the following day and the sale closed approximately one hour later, further evidencing management's desire to prevent the Company's shareholders from raising any objection or concerns they might harbor. Since there were no legitimate business reasons requiring such haste and secrecy, the only apparent objective of management's covert conduct was to - -prevent shareholders from proposing more rational and less abusive alternatives. None other. Moreover, the inherent inequity of the sale is also manifest in its execution. To our knowledge only one existing shareholder was offered the opportunity to purchase the below market shares - Palisades Capital, an investment fund which we believe to have been a known supporter of management. Since the shares offered were fully registered when sold pursuant to an existing shelf registration, all shareholders of the Company could have been offered the same opportunity to purchase the below market shares. The only explanation we can infer for offering below market fully registered shares to one shareholder and not to the rest of us is that management believed it could count on their support and not ours. While we are pleased to learn from management's press release of the Company's improved apartment occupancy rate (89% to 95% on a year to year basis), we were unable to find similar touting with respect to the Company's retail portfolio. Was this some unintentional oversight as retail occupancies have been improving nationwide for several years? Unfortunately not. A close reading of the 2004 Annual Report together with this quarterly report indicates that management neglected to mention that retail occupancy at the Company's properties has fallen from 91% to 89% during this quarter. Based on their approach to disclosure as evinced by the below market stock sale, we are not surprised by this selective omission. We have appended to this letter copies of four recent press releases issued by us. All but one release reflect our core concern with providing value realization to shareholders through a liquidation of the Company. As you may be aware, in the upcoming proxy contest we will be advocating a liquidation of the Company by way of a sale of its assets through specifically defined proposals which we are in the process of finalizing. The fourth press release sets forth our view on the circumstance under which management finally acceded to holding the annual meeting, albeit at least five months belated - although they have yet to set a specific date. We continue to welcome your calls of encouragement and support. As always, if you should have any questions or comments, please feel free to contact me directly at (516) 822-0022. On behalf of First Union Real Estate Equity and Mortgage Investments Very truly yours, /s/ Michael L. Ashner Michael L. Ashner Chairman and Chief Executive Officer IMPORTANT YOU ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (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. You may also obtain information relevant to the solicitation of proxies by First Union by contacting MacKenzie Partners, Inc. by mail at 105 Madison Avenue, New York, New York 10016 or by calling toll free at (800) 322-2855. 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. -----END PRIVACY-ENHANCED MESSAGE-----