Winthrop Realty Trust – ‘DEFC14A’ on 3/16/05 re: Sizeler Property Investors Inc

On:  Wednesday, 3/16/05, at 7:34pm ET   ·   As of:  3/17/05   ·   Effective:  3/17/05   ·   Accession #:  1193805-5-535   ·   File #:  1-09349

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Definitive Proxy Solicitation Material — Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFC14A     Definitive Proxy Statement                             7     30K 
 2: EX-10       Letter From First Union to Sidney Lassen               2      9K 
 3: EX-11       Press Release by First Union                           2±     8K 

DEFC14A   —   Definitive Proxy Statement
Document Table of Contents

DEFC14A
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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

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:                                       

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Attached hereto is Amendment No. 13 to First Union Real Estate Equity and       
Mortgage Investment's Schedule 13D with respect to common stock of Sizeler      
Property Investors, Inc. ("Sizeler"), filed today with the Securities and       
Exchange Commission (the "SEC"). The amendment attaches a letter from First     
Union to Sizeler, dated March 16, 2005, responding to certain statements made by
Sizeler in a press release issued on March 15, 2005 and addressing certain      
allegations made against First Union in an action commenced by Sizeler and eight
of its directors on March 15, 2005. The amendment also attaches a March 16, 2005
press release issued by First Union responding to a press release issued by     
Sizeler on March 16, 2005.                                                      

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.                                                              

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

SCHEDULE 13D
 under the Securities Exchange Act of 1934
(Amendment No. 13)

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

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)

March 16, 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))                                          Page 1 of 5

DEFC14A
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CUSIP No. 830137-10-5                  13D/A                         Page 2 of 5
--------------------------------------------------------------------------------
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.    Sources of Funds *                                                        

WC                                                                  
--------------------------------------------------------------------------------
5.    Check Box if Disclosure of Legal Proceedings is                           
      Required Pursuant to Items 2(e) of 2(f)                                |_|

--------------------------------------------------------------------------------
6.    Citizenship or Place of Organization                                      

Ohio                                                                
--------------------------------------------------------------------------------
7.    Sole Voting Power                           

1,310,300                             
               -----------------------------------------------------------------
Number of    8.    Shared Voting Power                                      
Shares                                                                    
Beneficially        - 0 -                                                     
  Owned by     -----------------------------------------------------------------
Each       9.    Sole Dispositive Power                                 
Reporting                                                                   
Person            1,310,300                                               
    With       -----------------------------------------------------------------
10.   Shared Dispositive Power                    

- 0 -                                 
--------------------------------------------------------------------------------
11.   Aggregate Amount Beneficially Owned by Each Reporting Person              

1,310,300 Shares                                                    
--------------------------------------------------------------------------------
12.   Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_|

--------------------------------------------------------------------------------
13.   Percent of Class Represented by Amount in Row (11)                        

8.2%                                                                
--------------------------------------------------------------------------------
14.   Type of Reporting Person*                                                 

OO                                                                  
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! 

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CUSIP No. 830137-10-5                  13D/A                         Page 3 of 5

      This Amendment No. 13 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 and as further amended by Amendment No. 12 to Schedule 13D  
dated March 15, 2005 (the "13D"). Capitalized terms used but not defined herein 
have the meanings ascribed to them in the 13D.                                  

Item 4. Purpose of Transaction.                                                 

Item 4 is hereby amended as follows:                                

     On March 16, 2005, First Union sent to Sidney Lassen, the Chief Executive
Officer of the Issuer, a letter responding to certain statements made by the    
Issuer in a press release issued on March 15, 2005. In addition, the Issuer and 
eight of its directors have commenced an action against First Union (i) alleging
that First Union has failed to make certain required disclosures in prior       
filings on Schedule 13D and (ii) seeking a declaratory judgment that the        
directors of the Issuer did not breach their fiduciary duty or otherwise act    
fraudulently, in bad faith, recklessly, negligently or with corporate waste by  
authorizing the sale of 2,649,000 newly issued shares on March 15th at a price  
of $10.75 per share. First Union denies all allegations made against it, intends
to vigorously contest the request for a declaratory judgment and is considering 
what, if any, claims to assert in the lawsuit. First Union's March 16th letter  
also addresses the allegations against it and is incorporated herein by         
reference.                                                                      

      On March 16, 2005, First Union also issued a press release responding to a
press release issued by the Issuer on March 16, 2005. A copy of First Union's   
March 16, 2005 press release is attached hereto and is incorporated herein by   
reference.                                                                      

     In order to protect the interests of all stockholders with respect to the
aforementioned March 15, 2005 stock sale, on March 15, 2005, First Union filed  
suit against the Issuer asserting the impropriety of that stock sale and sought 
a temporary restraining order requiring the Issuer to halt all steps being taken
to close and consummate the transaction. Relying explicitly on the              
representations of the Issuer's counsel that the stock sale and all relevant    
steps to effectuate that sale had been already been completed at or about 10    
a.m. that day, i.e. very shortly after the sale had been announced by the       
Issuer, the Court determined that it was too late to issue the requested relief.
The Court made explicit that it was not denying First Union's requested         
temporary restraining order due to any failure to demonstrate a likelihood of   
success on the merits. Rather, the Court did not rule on that issue but noted   
that First Union had raised "serious" questions about the transaction.          

DEFC14A
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CUSIP No. 830137-10-5                  13D/A                         Page 4 of 5

Item 5. Interest in Securities of the Issuer                                    

Item 5 is hereby amended and restated to read as follows:           

    (a) First Union directly owns 1,310,300 Shares representing 8.29% of the
total outstanding Shares. The foregoing is based upon 16,045,000 Shares         
outstanding which represents the number of shares reported outstanding in the   
Issuer's most recently filed report on Form 10-K together with the 2,649,000    
additional Shares issued on March 15, 2005.                                     

      (b) First Union has the sole power to vote and dispose of 1,310,300 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. All such transactions  
were purchases effected by First Union on the open market.                      

      Date                         Number of Shares              Price Per Share

  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

(d) Not applicable                                                  

(e) Not applicable                                                  

Item 7. Materials to be Filed as Exhibits.                          

Item 7 is hereby amended as follows:                                

      Exhibit 10. Letter from First Union to Sidney Lassen dated March 16, 2005.

Exhibit 11. Press Release by First Union dated March 16, 2005.      

DEFC14A
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CUSIP No. 830137-10-5                  13D/A                         Page 5 of 5

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: March 16, 2005                      FIRST UNION REAL ESTATE EQUITY AND   
                          MORTGAGE INVESTMENTS

                             By: /s/ Peter Braverman
                                     -----------------------
                             Peter Braverman
                       President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFC14A’ Filing		Date		First		Last			Other Filings
Filed as of / Effective on:		3/17/05							10-K/A,  4,  8-K,  SC 13D/A
Filed on:		3/16/05		2		7			4,  8-K,  DFAN14A
		3/15/05		2		6			424B5,  8-K,  DFAN14A,  SC 13D/A
		3/8/05		5					SC 13G
		2/23/05		5					DFAN14A,  SC 13D/A
		1/31/05		5
		1/26/05		5					SC 13D/A
		1/19/05		5					3,  DFAN14A,  PREC14A,  SC 13D/A
		1/14/05		5					8-K,  DFAN14A,  SC 13D/A
		1/7/05		5
		12/21/04		5					DFAN14A,  SC 13D/A
		12/6/04		5					SC 13D/A
		11/16/04		5					SC 13D/A
		11/11/04		5
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