Winthrop Realty Trust – ‘PRRN14A’ on 8/29/05 re: Sizeler Property Investors Inc

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Revised Preliminary Non-Management Proxy Solicitation Material — Contested Solicitation or Other Situation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRRN14A     Preliminary Proxy Statement                           13     62K 

Document Table of Contents

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 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 (Amendment No. 2)

Filed by the Registrant |_|                                                     
Filed by a Party other than the Registrant |X|                                  

Check the appropriate box:                                                      

|X|   Preliminary Proxy Statement                                               
|_|   Definitive Proxy Statement                                                
|_|   Definitive Additional Materials                                           
|_|   Soliciting Material Pursuant to Rule ss.240.14a-12                        
|_|   Confidential, for Use of the Commission Only (as permitted by Rule        
14a-6(e)(2))                                                        

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: N/A

  (2)   Aggregate number of securities to which transaction applies: N/A

  (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): N/A

(4)   Proposed maximum aggregate value of transaction: N/A          

(5)   Total fee paid: N/A                                           

|_|   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:                                                   

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Preliminary Copy                                                                

 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
 PROXY STATEMENT
IN CONNECTION WITH THE
 2005 ANNUAL MEETING OF STOCKHOLDERS
OF
SIZELER PROPERTY INVESTORS, INC.

TO BE HELD ON OCTOBER 27, 2005

  This proxy statement is being furnished to the stockholders of Sizeler
Property Investors, Inc., a Maryland corporation with principal executive       
offices at 2542 Williams Boulevard, Kenner, Louisiana 70062 (the "Company"), in 
connection with the solicitation of proxies by First Union Real Estate Equity   
and Mortgage Investments, an Ohio business trust ("First Union"), for use at the
2005 Annual Meeting of Stockholders of the Company, scheduled to be held on     
Thursday, October 27, 2005, at __[a.m.][p.m.], at the ______________ and any    
adjournments, continuations or postponements thereof (the "2005 Annual          
Meeting"), to elect Michael L. Ashner and Peter Braverman (the "First Union     
Nominees") as directors of the Company.                                         

      At August 26, 2005, First Union beneficially owned 1,600,600 shares of the
Company's common stock, par value $0.0001 per share (the "Common Stock"),       
representing approximately 7.6% of the 21,136,676 shares of Common Stock        
outstanding as of August 16, 2005, as reported in the Company's Preliminary     
Proxy Statement for the 2005 Annual Meeting filed with the Securities and       
Exchange Commission on August 21, 2005 (the "Company's Preliminary Proxy").     
Unless otherwise indicated, references in this proxy statement to the percentage
of outstanding shares of Common Stock owned by any person were computed based   
upon the number of outstanding shares as reported by the Company as of August   
16, 2005.                                                                       

     This proxy statement will be provided to all Company stockholders to whom
forms of proxy are furnished by First Union, or from whom proxies are requested 
by First Union, no later than the time such forms of proxy are furnished or such
request is made.                                                                

 Only stockholders of record at the close of business on September 16,
2005, the record date fixed by the Company's Board of Directors (the "Board"),  
will be entitled to notice of and to vote at the 2005 Annual Meeting.           

      This proxy statement and the accompanying GREEN proxy card are first being
mailed to the Company's stockholders on or about ______________, 2005. First    
Union requests that you sign, date and deliver the GREEN proxy card and return  
it in the enclosed postage paid envelope as soon as possible.                   

  Any stockholder of the Company who executes and delivers a GREEN proxy
card will be voting in favor of the First Union nominees. Any stockholder will  
have the right to revoke a proxy given to either First Union or the Company at  
any time before it is voted, by filing an instrument revoking the earlier proxy 
or a duly executed proxy bearing a later date with First Union Real Estate      
Equity and Mortgage Investments at 7 Bulfinch Place, Suite 500, PO Box 9507,    
Boston, Massachusetts 02114 or with the Secretary of the Company at its         
principal executive offices at 2542 Williams Boulevard, Kenner, Louisiana 70062,
or by voting in person at the 2005 Annual Meeting.                              

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PROPOSAL FOR ELECTION OF DIRECTORS                                  

    On December 22, 2004, First Union provided written notice to the Company
of its intent to nominate Michael L. Ashner, Peter Braverman and Steven Zalkind 
for election to the Board at the 2005 Annual Meeting. Due to the delay in the   
holding of the annual meeting of more than 60 days after the first anniversary  
of the 2004 Annual Meeting of Stockholders and the reduction in the number of   
directors up for election at the Annual Meeting from three to two, on August 3, 
2005, First Union was required to provide a subsequent written notice to the    
Company of its intent to nominate Michael L. Ashner and Peter Braverman for     
election to the Board at the 2005 Annual Meeting.                               

   Based on information contained in reports filed by the Company with the
Securities and Exchange Commission (the "Commission"), the Board currently is   
comprised of ten directors, divided into three classes, two of which contain    
three directors each and one of which contains four directors. Based on the     
Company's Preliminary Proxy, two directors will resign from the Company's Board 
and the Board will be reduced to eight members, two of which will come up for   
election at the 2005 Annual Meeting. However, First Union reserves the right to 
nominate additional individuals for election in addition to First Union Nominees
if the size of the Board is increased and such additional positions are voted   
upon at the 2005 Annual Meeting. In addition, First Union reserves the right to 
nominate substitute persons if the Company makes or announces any changes to its
Bylaws or takes or announces any other action that has, or if consummated would 
have, the effect of disqualifying any of these nominees. Shares represented by  
proxies given to us will be voted for any substitute or additional nominees of  
First Union.                                                                    

  Duly executed GREEN proxy cards will be voted FOR First Union Nominees
described below, unless the stockholder giving the proxy otherwise instructs.   
First Union's proxy will provide that stockholders may withhold authority to    
vote for one or more of its nominees by writing the name of the nominee(s) in   
the space provided for that purpose on the GREEN proxy card.                    

If elected, the First Union Nominees will:                          

          o     LIQUIDATION - Propose, consistent with their fiduciary duty,
            that the Board either (i) promptly approve and submit to
                  stockholders for their approval a plan of liquidation by which
           all of the Company's assets would be sold in an orderly
               process and the proceeds distributed to the stockholders or
(ii) seek a sale of the Company.            

           o     NO AFFILIATED SALES - No person or entity affiliated with any
            of our nominees would seek to acquire any Company asset.
                  Moreover, no such person or entity would receive any brokerage
               commission or similar fee from any sale of a Company asset.

        o     CORPORATE GOVERNANCE-NO MORE ENTRENCHMENT - Propose to the
                  Board the removal the Company's "poison pill", the elimination
               of the staggered board and all elimination of all executive
      golden parachutes, as well as any other management
entrenchment devices.                       

           o     GENERAL AND ADMINISTRATIVE EXPENSE - Recommend, to the extent
                  deemed necessary or advisable, the appointment of new officers
                 to shepherd the Company through its liquidation and to reduce
               corporate expense; propose the immediate elimination of all
                 corporate waste including any nepotistic staffing and all use
                 of private jets; seek an accounting by management of its past
                 use of the Company's private jet and prompt reimbursement for
                  any non-Company usage; and commit that if any one of the First
                  Union Nominees is appointed as an officer of the Company, such
       individual will receive no salary for such service.

       o     DISTRIBUTIONS - Propose that cash reserves resulting from
               recent and pending asset sales together with those from the
             Company's March 2005 below market dilutive stock sale, in
            excess of normal reserve requirements, be distributed to
stockholders as soon as possible.           

      Consistent with the foregoing, on August 11, 2005, First Union sent to the
Company a shareholder proposal for inclusion in the Company's proxy statement   
for the 2005 Annual Meeting that seeks to have the Board of Directors adopt a   
plan of liquidation which provides that (i) all of the Company's assets would be
sold in an orderly process, (ii) a committee of the Board of Directors be       
established consisting of directors, who are not current or former officers or  
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officer or employee of the Company, and who otherwise qualify as independent    
directors, to consider and recommend to the full Board of Directors for approval
the best available offer to acquire the assets, (iii) the proceeds from such    
sales, together with cash reserves, be distributed to the shareholders, and (iv)
no person or entity affiliated with the Company or any of its officers or       
directors would seek to acquire any Company asset, and no such person or entity 
would receive any brokerage commission or similar fee from any sale of a Company
asset. The Company has elected not to incorporate this proposal in its proxy    
statement.                                                                      

   Although the First Union Nominees will seek to implement the foregoing,
the First Union Nominees, if elected, will constitute 25% of the Board.         
Accordingly, they will not be able to unilaterally implement the foregoing.     
However, by voting for the First Union Nominees, a clear message will be sent to
the Board that the Company's shareholders believe it in their best interest to  
implement the proposals listed above. Accordingly, please sign and return the   
GREEN proxy card to let the Board know that you support our proposals.          

THE FIRST UNION NOMINEES

    Each First Union Nominee has given his consent to be named in this proxy
statement and any other proxy statement for the 2005 Annual Meeting and has     
confirmed his intent and consent to serve on the Board if elected. If the First 
Union Nominees are elected and take office as directors, they intend to         
discharge their duties as directors of the Company in compliance with all       
applicable legal requirements, including the general fiduciary obligations      
imposed upon corporate directors. The information below concerning the age,     
principal occupation and, directorships has been furnished by the respective    
First Union Nominees. Information with respect to the First Union Nominees      
ownership interest in the Company, if any, is set forth below under "Security   
Ownership of First Union and the First Union Nominees." No corporation or       
organization listed in the following table is a parent, subsidiary or other     
affiliate of the Company.                                                       

                                                        [Enlarge/Download Table]

                                      Present Principal Occupation and Principal Occupations during  
  Name, Business Address and Age                    Last Five (5) Years Directorships                
----------------------------------  -----------------------------------------------------------------
                                                                                                     
Michael L. Ashner (52)              Since December 31, 2003, Mr. Ashner has served as the Chief      
First Union Real Estate Equity and  Executive Officer of First Union.  Mr. Ashner also serves as the 
    Mortgage Investments            Chief Executive Officer of Winthrop Financial Associates, A      
Two Jericho Plaza                   Limited Partnership and its affiliates ("WFA"), a position he has
Wing A, Suite 111                   held since January 1996, as well as the Chief Executive Officer  
Jericho, New York  11753            of Newkirk MLP Corp., the manager of the general partner of The  
                                    Newkirk Master Limited Partnership ("Newkirk").  Both WFA and    
                                    Newkirk are real estate companies with over $2 billion in assets 
                                    owned and/or managed.  Mr. Ashner has also served as the Chief   
                                    Executive Officer of Shelbourne Properties I, Inc ("Shelbourne   
                                    I"), Shelbourne Properties II, Inc. ("Shelbourne II") and        
                                    Shelbourne Properties III, Inc. ("Shelbourne III"), three        
                                    separate publicly traded real estate investment trusts that were 
                                    listed on the American Stock Exchange and which were liquidated  
                                    in April 2004.  Mr. Ashner also currently serves on the Boards of
                                    Directors or Boards of Trustees (as applicable) of the following 
                                    publicly traded companies: NBTY, Inc., a manufacturer, marketer  
                                    and retailer of nutritional supplements, GB Holdings, Inc. and   
                                    Atlantic Entertainment Holdings, Inc., hotel and casino operators
                                    as well as First Union.                                          

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                                                        [Enlarge/Download Table]

                                      Present Principal Occupation and Principal Occupations during  
  Name, Business Address and Age                    Last Five (5) Years Directorships                
----------------------------------  -----------------------------------------------------------------
                                                                                                     
Peter Braverman (53)                Mr. Braverman has been the President of First Union since August 
First Union Real Estate Equity and  4, 2004 and was the Executive Vice President of First Union from 
    Mortgage Investments            January 8, 2004 to August 4, 2004.  Mr. Braverman has served as  
Two Jericho Plaza                   the Executive Vice President of WFA since January 1996.  Mr.     
Wing A, Suite 111                   Braverman also serves as the Executive Vice President of Newkirk 
Jericho, New York  11753            and previously served as the Executive Vice President of         
                                    Shelbourne I, Shelbourne II and Shelbourne III.  Mr. Braverman   
                                    also currently serves on the Board of Trustees of First Union.   

Except as otherwise provided herein, there are no arrangements or   
understandings between the First Union Nominess and any other person pursuant to
which he was selected as a nominee for director. Pursuant to First Union's      
Bylaws, Mr. Ashner and Mr. Braverman are indemnified by First Union for any     
losses and liabilities arising from their activities relating to their service  
to First Union.                                                                 

Security Ownership of First Union and the First Union Nominees

     The following table sets forth as of August 26, 2005 the number of shares
of Common Stock and percent represented by such shares beneficially owned by    
First Union and each of the First Union Nominees. No securities of the Company  
are owned by any associates of First Union or the First Union Nominees. Neither 
First Union, any First Union Nominee nor any other person who may be deemed a   
participant in the solicitation of proxies for First Union for the 2005 Annual  
Meeting owns any securities of any parent or subsidiary of the Company.         

                                                                [Download Table]

Name and, if applicable, Address as it                                            
Appears on the Stock Transfer Books of      Amount and Nature of                  
              the Company                   Beneficial Ownership  Percent of Class
------------------------------------------  --------------------  ----------------
                                                                                  
First Union Real Estate Equity and                1,600,600(1)           7.6%     
    Mortgage Investments                                                          
7 Bulfinch Place                                                                  
Suite 500                                                                         
Boston, MA 02114                                                                  
Michael L. Ashner(2)(3)                           1,600,600              7.6%     
Peter Braverman(2)(3)                             1,600,600              7.6%     

(1)   1,000 shares are held of record by First Union Real Estate Equity and     
     Mortgage Investments with the balance owned beneficially in "street name"
by CEDE & Co.                                                       
(2)   Michael L. Ashner and Peter Braverman are executive officers of First     
   Union and therefore may be deemed to beneficially own all of the shares
held by First Union in the Company.                                 
(3)   The business address for each of Michael L. Ashner and Peter Braverman is 
Two Jericho Plaza, Wing A, Suite 111, Jericho, New York 11753.      

      During the past two years, neither First Union nor any First Union Nominee
effected any sales of securities of the Company. Exhibit A attached hereto sets 
forth the date, number of shares of Common Stock and price per share for all    
acquisitions of securities in the Company effected by First Union and the First 
Union Nominees during the past two years, all of which were purchases of Common 
Stock and all of which were effected by First Union. A portion of the           
acquisitions set forth on Exhibit A were effected using margin borrowings. As of
the date hereof, no such borrowed amounts remain outstanding.                   

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 VOTE REQUIRED AND VOTES PER SHARE

      The presence, in person or by properly executed proxy, of the holders of a
majority of the votes entitled to be cast by the holders of all outstanding     
shares of Common Stock is necessary to constitute a quorum at the 2005 Annual   
Meeting. Based on the Company's Preliminary Proxy, the Company will treat shares
of Common Stock represented by a properly signed, dated and returned proxy card,
including abstentions and broker non-votes, as present at the 2005 Annual       
Meeting for purposes of determining a quorum. Under New York Stock Exchange     
rules, because the election of directors is being contested, brokers will not   
have discretion to vote shares held in street name without instructions from the
beneficial owner of the shares.                                                 

   The affirmative vote of a plurality of the total shares of Common Stock
represented in person or by proxy and entitled to vote at the 2005 Annual       
Meeting is required for the election of directors.                              

 Each share of Common Stock is entitled to one vote on the election of
directors and each other matter presented before the 2005 Annual Meeting.       

CERTAIN INFORMATION CONCERNING FIRST UNION

First Union is a real estate investment trust that is engaged in the
business of owning real property and real estate related assets, including      
securities issued by other real estate entities. First Union's common shares of 
beneficial interest are listed on the New York Stock Exchange with a ticker     
symbol of "FUR." Additional information relating to First Union and its assets, 
trustees and officers can be found at First Union's website                     
www.firstunion-reit.net or in First Union's filings with the Commission which   
may be inspected at the public reference facilities maintained by the Commission
located at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 
20549 and at the Commission's website, www.sec.gov.                             

First Union has been a significant stockholder of the Company since 
September 7, 2004, and currently holds approximately 7.6% of the Common Stock   
outstanding. First Union acquired the Common Stock because, in its opinion, the 
Common Stock was undervalued by the market. In addition, First Union acquired on
August 10, 2005 in a market transaction 4,800 shares of the Company's 9.75%     
Series B Cumulative Redeemable Preferred Stock.                                 

     First Union intends to vote the shares of Common Stock beneficially owned
by it FOR the First Union Nominees.                                             

 CERTAIN INTERESTS IN THE PROPOSAL AND
 WITH RESPECT TO SECURITIES OF THE COMPANY

      To the knowledge of First Union, neither First Union nor any associates or
controlling persons thereof or other persons who may be deemed participants in  
the solicitation of proxies by First Union for the 2005 Annual Meeting are or   
have within the past year been parties to any contracts, arrangements,          
understandings or relationships (legal or otherwise) with respect to any        
securities of the Company.                                                      

      Neither First Union, any First Union Nominee, any other persons who may be
deemed participants in the solicitations of proxies by First Union nor any of   
their respective associates has any arrangement or understanding with respect to
any future employment by the Company or any future transactions to which the    
Company will or may be a party, nor any material interest, direct or indirect,  
in any transaction which has occurred since December 31, 2003 or any currently  
proposed transaction, or series of similar transactions, to which the Company or
any of its subsidiaries was or is to be a party and in which the amount involved
exceeds $60,000.                                                                

PRINCIPAL STOCKHOLDERS

   The following table sets forth the number and percentage of outstanding
shares of Common Stock beneficially owned by each person known to First Union as
of August 16, 2005 to be the beneficial owner of more than five percent of the  
outstanding shares of Common Stock. This information is based solely on         
information contained in the Company's Preliminary Proxy. As of August 26, 2005,
First Union beneficially owned an aggregate of 1,600,600 shares (or             

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approximately 7.6% of the outstanding shares of Common Stock), as described     
elsewhere in this proxy statement. Accordingly, information on First Union's    
ownership of Common Stock is not included in the following table, as its        
aggregate share ownership is described in detail elsewhere in this proxy        
statement.                                                                      

Name and address of            Amount and Nature of             
         Beneficial Owner              Beneficial Ownership     Percent of Class
-----------------------------------    --------------------     ----------------
Mark M. Tanz                                 1,203,642(1)              5.7%     
P.O. Box N7776                                                                  
Lyford Cay, Nassau                                                              
Bahamas                                                                         

Palisade Capital Management, L.L.C.          1,153,241(2)              5.5%     
One Bridge Plaza                                                                
Suite 695                                                                       
Fort Lee, NJ 07024                                                              

Mercury Real Estate Advisors LLC             1,255,700(3)              5.9%     
100 Field Point Road                                                            
Greenwich, CT 06830                                                             

(1)   Based upon a Schedule 13D dated June 3, 2005 filed with the Commission.   
(2)   Based upon information set forth in the Company's Preliminary Proxy which 
   provides that Palisade Capital Management, L.L.C. ("Palisade") has sole
  voting power and sole dispositive power with respect to 856,500 Shares
    held on behalf of Palisade's clients in accounts over which Palisade has
      complete investment discretion. In addition, Martin Berman has sole voting
  and dispositive power with respect to 17,053 Shares, Steven Berman has
   sole voting and dispositive power with respect to 1,000 Shares and Jack
Feiler has sole voting and dispositive power with respect to 13,816 
 Shares. Palisade does not beneficially own nor does it have voting or
dispositive power over any of such 31,869 Shares.                   
(3)   Based upon a Schedule 13G dated April 1, 2005 filed with the SEC by       
    Mercury Real Estate Advisors LLC, David R. Jarvis and Malcolm F. MacLean
IV                                                                  

SECURITY OWNERSHIP BY DIRECTORS AND MANAGEMENT

      The following table sets forth the Common Stock believed by First Union to
be beneficially owned by all directors, nominees and named executive officers of
the Company, and the directors, nominees and executive officers of the Company  
as a group as of August 16, 2005. This information is based solely on the share 
ownership information contained in the Company's Preliminary Proxy.             

     Except as otherwise noted in a footnote below, each director, nominee and
executive officer has sole voting and investment power with respect to the      
number of shares of Common Stock set forth opposite his or her name in the      
table.                                                                          

            Amount and Nature of
Name of Beneficial Owner            Beneficial Ownership     Percent of Class(1)
------------------------            --------------------     -------------------
J. Terrell Brown                          47,214(2)                   *         
William G. Byrnes                         13,991                      *         
Harold B. Judell                          75,590(3)                   *         
Sidney W. Lassen                         779,482(4)                 3.7%        
Thomas A. Masilla, Jr.                   223,491(5)                  1.1        
James W. McFarland                        28,181(6)                   *         
Richard L. Pearlstone                     74,348(7)                   *         
James R. Peltier                          13,000                      *         

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Theodore H. Strauss                       75,100(8)                   *         
Mark M. Tanz                           1,203,642                    5.7%        
Guy M. Cheramie                            9,804(9)                   *         
All directors and                      2,560,288(10)                11.7%       
executive officers as                                                           
a group                                                                         

----------                                                                      
* Indicates ownership of less than 1%.                                          

(1)   The percentages are based upon 21,136,676 Shares outstanding on August 16,
     2005, except for certain beneficial owners who hold presently exercisable
     stock options. The percentage for each beneficial owner holding presently
     exercisable stock options is based upon the sum of 21,136,676 Shares plus
    the number of Shares subject to presently exercisable stock options held
only by such beneficial owner, as indicated in the following notes. 
(2)   Includes: (i) 25,000 Shares Mr. Brown has the right to purchase pursuant  
     to exercisable options granted under the Company's 1986 Stock Option Plan
  (the "1986 Stock Option Plan") and the Company's 1996 Stock Option and
  Incentive Plan, as amended (the "1996 Stock Option Plan") and (ii) 800
Shares owned by Mary Kay Brown, Mr. Brown's wife.                   
(3)   Includes: (i) 23,000 Shares Mr. Judell has the right to purchase pursuant 
to exercisable options granted under the 1986 Stock Option Plan, the
    Company's 1989 Stock Option Plan and the 1996 Stock Option Plan and (ii)
10,000 Shares owned by Celeste Judell, Mr. Judell's wife.           
(4)   Includes: (i) 7,500 Shares owned by the Company and credited to the       
 Company's deferred compensation account for the benefit of Mr. Lassen
     pursuant to the Non-Elective Deferred Compensation Agreement, amended and
  restated effective August 3, 2000, between Mr. Lassen and the Company;
(ii) 182,372 Shares Mr. Lassen has the right to acquire pursuant to 
     exercisable options granted under the 1986 Stock Option Plan and the 1996
   Stock Option Plan; (iii) 82,500 Shares owned directly by Sizeler Realty
     Co., Inc. ("Sizeler Realty"), in which Mr. Lassen owns an approximate 16%
      interest and the balance is owned by Marilyn Lassen, Mr. Lassen's wife and
      her family; (iv) 5,000 Shares held by Mr. Lassen's wife; (v) 60,000 Shares
owned by HLS Properties LLC of which Mr. Lassen is manager and Mr.  
      Lassen's wife owns an approximately 26% interest; (vi) 18,000 Shares owned
by Sizeler Family Limited Partnership; and (vii) 25,000 incentive   
  restricted shares granted under the 1996 Stock Option Plan. Mr. Lassen
    disclaims beneficial interest in all the Shares held by his wife and HLS
   Properties LLC and in all but 1.9% of the Shares held by Sizeler Family
   Limited Partnership, respectively items (iv), (v) and (vi) in the first
    sentence of this note. The address of HLS Properties LLC, Sizeler Family
      Limited Partnership and Sizeler Realty is 2542 Williams Boulevard, Kenner,
Louisiana 70062.                                                    
(5)   Includes: (i) 20,621 Shares owned by the Company and credited to the      
  Company's deferred compensation account for the benefit of Mr. Masilla
     pursuant to the Non-Elective Deferred Compensation Agreement, amended and
   restated effective August 3, 2000, between Mr. Masilla and the Company;
 (ii) 160,000 Shares Mr. Masilla has the right to purchase pursuant to
     exercisable options granted under the 1986 Stock Option Plan and the 1996
   Stock Option Plan; and (iii) 16,500 incentive restricted shares granted
under the 1996 Stock Option Plan.                                   
(6)   Includes 3,000 Shares Dr. McFarland has the right to purchase pursuant to 
     exercisable options granted under the 1986 Stock Option Plan and the 1996
Stock Option Plan.                                                  
(7)   Mr. Pearlstone shares voting and investment power over 12,000 of these    
  Shares as co-trustee of certain trusts and has an economic interest in
    another 12,000 of these Shares as the beneficiary of certain trusts, all
    of which have an address of c/o Blades & Rosenfeld, PA, 20 South Charles
Street, Suite 1200, Baltimore, MD 21201. Includes 28,000 Shares Mr. 
Pearlstone has the right to purchase pursuant to exercisable options
granted under the 1986 Stock Option Plan and 1996 Stock Option Plan.
(8)   Includes 28,000 Shares Mr. Strauss has the right to purchase pursuant to  
 exercisable options granted under the 1986 Stock Option Plan and 1996
Stock Option Plan.                                                  
(9)   Includes (i) 1,000 Shares Mr. Cheramie has the right to purchase pursuant 
to options granted under the 1996 Stock Option Plan; and (ii) 8,500 
 incentive restricted shares granted under the 1996 Stock Option Plan.
(10)  See notes (2) through (9) above.                                          

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 PROXY SOLICITATION EXPENSES

   Proxies may be solicited by First Union by mail, telephone, telecopier,
the Internet and personal solicitation. In addition, as described below, First  
Union has retained MacKenzie Partners, Inc. to solicit proxy's on First Union's 
behalf. Officers of First Union and their affiliates may solicit proxies on     
behalf of First Union, although they will not receive additional compensation   
for any such efforts. Banks, brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward First Union's solicitation material to 
customers for whom such persons hold shares of Common Stock, and First Union    
will reimburse them for their reasonable out-of-pocket expenses for doing so.   

  The entire expense of preparing, assembling, printing and mailing this
proxy statement and related materials, and the cost of soliciting proxies for   
the proposals endorsed by First Union, will be borne by First Union. First Union
does not intend to seek reimbursement from the Company for First Union's        
expenses.                                                                       

   First Union has retained MacKenzie Partners, Inc. to solicit proxies on
its behalf in connection with the 2005 Annual Meeting. MacKenzie Partners may   
solicit proxies from individuals, banks, brokers, custodians, nominees, other   
institutional holders and other fiduciaries and will employ approximately 25    
people in its efforts. First Union has agreed to reimburse Mackenzie Partners   
for its reasonable expenses, to indemnify it against certain losses, costs and  
expenses, and to pay its fees not to exceed approximately $125,000.             

     In addition to the costs related to the engagement of MacKenzie Partners,
our proxy solicitor, costs related to our solicitation of proxies include       
expenditures for printing, postage, legal services and other related items.     
Total expenditures are expected to be approximately $_______. Total payment of  
costs to date in furtherance of our proxy solicitation is approximately         
$___________.                                                                   

OTHER MATTERS TO BE VOTED UPON

      In addition to electing directors, at the 2005 Annual Meeting stockholders
are being asked by the Company to vote upon the ratification of Ernst & Young,  
LLP as the independent accountants of the Company. First Union recommends the   
ratification of Ernst & Young, LLP as the Company's independent accountants but 
will vote any shares represented by proxies given on the enclosed GREEN proxy   
card as directed by the stockholder. If no such instructions are given, shares  
represented by First Union's GREEN proxy card will ABSTAIN on these matters.    

   Information regarding this proposal is contained in the Company's Proxy
Statement under the heading "RATIFICATION OF APPOINTMENT OF INDEPENDENT         
REGISTERED PUBLIC ACCOUNTING FIRM". Reference is hereby made to such information
which, to the extent it may be deemed required, is incorporated herein pursuant 
to Rule 14a-5(c) under the Securities Exchange Act of 1934. Stockholders are    
referred to the Company's Proxy Statement for information regarding this        
proposal.                                                                       

If the stockholders fail to ratify the appointment of independent   
accountants, the First Union Nominees, if elected, would cause the board of     
directors to reconsider its selection, although the board would not be required 
to select different independent public accountants for the Company.             

First Union is not aware of any other matter to be presented for    
consideration at the Annual Meeting. However, if any other matter properly comes
before the Annual Meeting, submitting a GREEN proxy card will entitle the named 
proxies to vote your shares in accordance with their sole discretion on matters 
not described in this Proxy Statement that may arise at the Annual Meeting.     

STOCKHOLDERS' PROPOSALS IN COMPANY'S PROXY STATEMENT

    Information regarding the rights of stockholders to submit proposals for
inclusion in the Company's proxy materials for the 2006 Annual Meeting of       
Stockholders or who want to bring a proposal before the 2006 Annual Meeting of  
Stockholders but do not want the proposal included in the Company's proxy       
materials for the 2006 Annual Meeting of Stockholders set forth in the Company's
Proxy Statement under the heading "STOCKHOLDER PROPOSALS FOR THE 2006 ANNUAL    
MEETING OF STOCKHOLDERS". Reference is hereby made to such information which, to
the extent it may be deemed required, is incorporated herein pursuant to Rule   
14a-5(c) under the Securities Exchange Act of 1934.                             

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 MISCELLANEOUS

      Questions or requests for additional copies of this proxy statement should
be addressed to:                                                                

Mackenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
 (212) 929-5500 (call collect)
or
Toll free (800) 322-2885

It is important that proxies be returned promptly. Stockholders are,
therefore, urged to fill in, date, sign and return the GREEN proxy card         
immediately. No postage need be affixed if mailed in the enclosed envelope in   
the United States.                                                              

                    Sincerely,

                                  Your Fellow Stockholder:
                                            First Union Real Estate Equity and
                              Mortgage Investments

___________________, 2005                                                       

9 

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                                                                       Exhibit A

 INFORMATION REGARDING TRANSACTIONS IN COMMON STOCK BY FIRST UNION

      During the past two years, neither First Union nor any First Union Nominee
effected any sales of securities of the Company. The following table sets forth 
the date, number of shares of Common Stock and price per share for all          
acquisitions of securities in the Company effected by First Union and the First 
Union Nominees during the past two years, all of which were purchases of Common 
Stock and all of which were effected by First Union. A portion of the           
acquisitions set forth below were effected using margin borrowings. As of the   
date hereof, no such borrowed amounts remain outstanding.                       

      Date                                   Amount              Price per Share
      ----                                   ------              ---------------

      August 17, 2004                        70,000                        $7.70
      August 18, 2004                           600                        $7.83
      August 19, 2004                        29,300                        $7.91
      August 23, 2004                        17,200                        $8.06
      August 24, 2004                        32,200                        $8.26
      August 25, 2004                        63,500                        $8.28
      August 30, 2004                        13,700                        $8.49
      August 31, 2004                        37,500                        $8.56
      September 1, 2004                     176,600                        $8.56
      September 1, 2004                      20,400                        $8.61
      September 2, 2004                      47,300                        $8.61
      September 7, 2004                     161,700                        $8.66
      October 4, 2004                         2,000                        $9.02
      October 6, 2004                        28,100                        $9.16
      October 7, 2004                        30,000                        $9.29
      October 8, 2004                        19,100                        $9.19
      October 12, 2004                       25,000                        $9.21
      October 14, 2004                        3,000                        $9.01
      October 19, 2004                          100                        $9.15
      October 20, 2004                       10,900                        $9.11
      November 5, 2004                       14,000                        $9.59
      November 10, 2004                      44,500                        $9.61
      November 11, 2004                      46,000                        $9.61
      November 12, 2004                      60,500                        $9.65
      November 15, 2004                      66,400                        $9.71
      December 2, 2004                      100,000                       $10.00
      January 5, 2005                         9,600                       $11.01
      January 6, 2005                           600                       $11.05
      January 7, 2005                         8,800                       $11.05
      January 10, 2005                        1,200                       $11.05
      January 25, 2005                      117,000                       $11.60
      February 4, 2004                        3,600                       $11.56
      February 14, 2005                      10,000                       $12.05
      February 16, 2005                       6,000                       $11.98
      February 17, 2005                      10,000                       $12.03
      February 18, 2005                       5,000                       $11.88
      February 22, 2005                      10,000                       $11.80
      February 23, 2005                       8,900                       $11.70

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      Date                                   Amount              Price per Share
      ----                                   ------              ---------------

      March 17, 2005                         50,000                       $11.90
      March 18, 2005                         20,000                       $11.92
      March 21, 2005                         20,000                       $11.95
      March 23, 2005                         15,000                       $12.00
      March 30, 2005                         10,000                       $12.00
      April 1, 2005                          15,000                       $11.50
      May 4, 2005                            39,800                       $10.96
      May 5, 2005                            10,500                       $11.50
      May 10, 2005                              900                       $12.00
      May 11, 2005                            9,100                       $12.00
      August 9, 2005                         18,300                       $12.78
      August 10, 2005                        21,700                       $12.79
      August 11, 2005                        10,000                       $12.82
      August 17, 2005                        48,000                       $12.80
      August 18, 2005                         2,000                       $12.80

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SIZELER PROPERTY INVESTORS, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

OCTOBER 27, 2005

 THIS PROXY IS SOLICITED ON BEHALF OF FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS

    The undersigned hereby appoints Michael L. Ashner and Peter Braverman or
either of them, attorneys and proxies, with full power of substitution, to      
represent the undersigned and vote, all shares of common stock of, $0.0001 par  
value per share, of Sizeler Property Investors, Inc. (the "Company"), that the  
undersigned is entitled to vote, with all powers which the undersigned would    
possess if personally present, at the Annual Meeting of Stockholders (including 
all adjournments, continuations and postponements thereof) of the Company be    
held on October 27, 2005, at _______________ (the "Meeting") as herein specified
(or, if no direction is given, FOR the two director nominees named below) and in
such proxyholder's discretion upon any other matter that may properly come      
before the Meeting.                                                             

1.    ELECTION OF TWO DIRECTORS (to serve until the 2008 Annual Meeting of      
  Stockholders or until their successors are duly elected and qualified)

|_| FOR all nominees              |_| WITHHOLD AUTHORITY            
                                to vote for all nominees

Michael L. Ashner                                                   
Peter Braverman                                                     

Stockholders may withhold authority to elect any of the nominees by writing the 
name of that nominee in the space provided below.                               

--------------------------------------------------------------------------------

2.    APPROVAL of the appointment of auditors as set forth in the accompanying  
Proxy Statement.                                                    

 |_| FOR                        |_| AGAINST                |_| ABSTAIN

   The proxy is authorized to transact such other business as may properly
come before the meeting.                                                        

    This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned Stockholder. If no direction is given, this proxy will
be voted FOR the nominees listed above and in the discretion of said proxy on   
any other matter which may come before the meeting or any adjournments thereof. 

                                   Dated: __________, 2005

                                                     ___________________________
                                                  Print Name

                                                     ___________________________
                                                 Signature

NOTE: When shares are held by joint tenants, both should sign. When signing as  
attorney, executor, administrator, trustee, custodian, guardian or corporate    
officer, please give your full title as such. If a corporation, please sign full
corporate name by authorized officer. If a partnership, please sign in          
partnership name by authorized person.                                          

 PLEASE MARK, DATE, SIGN AND RETURN THE GREEN PROXY CARD
 PROMPTLY USING THE ENCLOSED ENVELOPE.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRRN14A’ Filing		Date		First		Last			Other Filings
		10/27/05		2		13			8-K,  DEF 14A,  PRE 14A
		9/16/05		2					PRER14A
Filed on:		8/29/05
		8/26/05		2		6
		8/21/05		2
		8/16/05		2		8			4
		8/11/05		3
		8/10/05		6					DEFA14A
		8/3/05		3					8-K,  DEFA14A
		6/3/05		7					4,  SC 13D/A
		4/1/05		7					8-K,  SC 13G
		12/22/04		3
		9/7/04		6
		8/4/04		5					8-K
		1/8/04		5					3
		12/31/03		4		6			10-K,  11-K,  3,  4,  8-K
		8/3/00		8
									List all Filings