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