SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 23)
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SIZELER PROPERTY INVESTORS, INC.
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(Name of Issuer)
Common Stock, Par Value $.0001 per share
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(Title of Class of Securities)
830137-10-5
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(CUSIP Number of Class
of Securities)
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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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 4, 2005
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(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
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7 SOLE VOTING POWER
1,490,600
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,490,600
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,490,600 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 23 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, and 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, and as further amended by Amendment No. 22 to Schedule 13D
dated April 28, 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 39,800 Shares on May 3, 2005 and 10,500 Shares on
May 4, 2005 for an aggregate purchase price of $557,041.58, 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 4, 2005, First Union sent a letter to Mr. Sidney Lassen, the
Chairman and Chief Executive Officer of Sizeler, and issued a press release
which incorporated such letter commenting on the high level of conversions of
Sizeler's 9% Convertible Subordinated Debentures (the "Debentures") and
suggesting that common sense dictates that a special dividend be declared with
the proceeds from the March 2005 below market equity issuance that was
purportedly to be used to redeem the Debentures. A copy of the press release is
attached hereto as Exhibit 17 and incorporated by this 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 4, 2005, First Union directly owns
1,490,600 Shares representing 7.1% 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 Current Report on Form 8K
filed on May 4, 2005.
(b) First Union has the sole power to vote and dispose of 1,490,600 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 3, 2005 39,800 10.96
May 4, 2005 10,500 11.50
(d) Not applicable
(e) Not applicable
Item 7. Materials to be Filed as Exhibits.
Exhibit 17. Press Release of First Union dated May 4, 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 4, 2005 FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS
By: /s/ Michael L. Ashner
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Michael L. Ashner
Chief Executive Officer