SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SIZELER PROPERTY INVESTORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 72-1082589
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
2542 Williams Boulevard
Kenner, Louisiana 70062 (504) 471-6200
(Address of Principal Executive Offices, including Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective purusant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. [X] box. [ ]
Securities Act registration statement file number to which this form relates:
333-72210
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, $.0001 par value per share(1) New York Stock Exchange
(1) Includes associated rights to purchase Series A Preferred Stock pursuant to
the Shareholder Rights Agreement dated as of August 6, 1998, as amended
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
EXPLANATORY NOTE
This Form 8-A/A is filed for the purpose of updating the description of the
registrant's common stock contained in the registrant's Form 8-A/A filed with
the Securities and Exchange Commission on May 4, 1989.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The information required by this Item 1 is set forth under the caption
"Description of Capital Stock," pages 15-18, inclusive, in the prospectus
contained in Amendment No. 3 to Sizeler Property Investor's Registration
Statement on Form S-3 (File No. 333-72210), filed on December 17, 2001, which
description is incorporated herein by this reference.
Item 2. Exhibits
Exhibit
No. Description
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1 Information set forth under the caption "Description of Capital
Stock," pages 15-18, inclusive, in the prospectus contained in
Amendment No. 3 to the Registrant's Registration
Statement on Form S-3 (File No. 333-72210)
2 Articles of Incorporation (incorporated by reference to the
Exhibit 3(i) of the Form 8-K filed with the SEC on June 26,
2001)
3 Form of Articles Supplementary creating Registrant's 10.0%
Series B Cumulative Redeemable Preferred Stock (incorporated by
reference to the Exhibit 4.1 of the Registrant's Form 8-K filed
with the SEC on June 26, 2001)
4 Restated By-Laws, as amended (incorporated by reference to the
Exhibit 3.2 of the Registrant's Registration Statement on Form
S-4 filed with the SEC on October 25, 2001)
5 Form of Certificate for Common Stock, $.0001 par value
6 Indenture for the Registrant's 8% Convertible Subordinated
Debentures due 2003 (incorporated by reference to the exhibits
filed with the Company's Form 8-K, dated May 26, 1993)
7 First Supplemental Indenture for the Registrant's 8%
Convertible Subordinated Debentures due 2003 (incorporated by
reference to the Exhibit (4) of the Registrant's Form 8-K filed
with the SEC on June 26, 2001)
8 Form of Debenture for the Registrant's 8% Convertible
Subordinated Debentures, due 2003 (incorporated by reference to
the exhibits filed with the Company's Form 8-K, dated May 26,
1993)
9 Shareholder Rights Agreement dated as of August 6, 1998
(incorporated by reference to the exhibit to the Company's
Form 8-A, filed on August 26, 1998)
10 Amendment No. 1 to Shareholder Rights Agreement, dated as of
February 5, 1999 (incorporated by reference to the exhibits to
the Company's Form 10-K for the year ended December 31, 1998)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
SIZELER PROPERTY INVESTORS, INC.
December 17, 2001 By: /s/ Thomas A. Masilla, Jr.
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Thomas A. Masilla, Jr.
President and Principal
Operating Officer