Exhibit 1
[LETTERHEAD OF FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS]
| December 21, 2004 | |
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FEDERAL EXPRESS |
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Sizeler Property Investors, Inc. |
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2542 Williams Boulevard |
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Kenner, Louisiana 70062 |
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Attention: | Sidney W. Lassen |
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| Chairman of the Board |
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Re: Notice of Intention to Present Nominations
Dear Mr. Lassen:
First Union Real Estate Equity and Mortgage Investments, an Ohio trust (the “Proponent”), is a stockholder of record of Sizeler Property Investors, Inc. (the “Company”). The Proponent hereby notifies the Company, in accordance with Article II, Section 11, of the Company’s by-laws (the “by-laws”), of its intention to nominate in person at the Company’s 2005 annual meeting of stockholders (the “2005 Annual Meeting”) the following persons for election to the Company’s Board of Directors (the “Board”):
Michael L. Ashner
Peter Braverman
Steven Zalkind
Such nominations are being made on behalf of the Proponent. Please note that (i) Mr. Ashner and Mr. Braverman are currently employees of Winthrop Financial Associates, A Limited Partnership, directors and officers of the Proponent, officers of The Newkirk Master Limited Partnership and officers of Exeter Capital Corporation, and (ii) Mr. Ashner , Mr. Braverman and Mr. Zalkind formerly served as directors of Shelbourne Properties I, Inc., Shelbourne Properties II, Inc. and Shelbourne Properties III, Inc., entities in which Mr. Ashner was the Chief Executive Officer and Mr. Braverman was the Executive Vice President.
The information required to be set forth with respect to the Nominees and the Proponent pursuant to Article II, Section 11 of the by-laws is set forth on Exhibit A hereto.
Also enclosed are the consents of the Nominees to serve as directors of the Company if elected.
The Proponent intends to appear in person or by proxy at the 2005 Annual Meeting to nominate the persons named in this notice.
The Proponent requests written notice as soon as practicable of any alleged defect in this Notice of Intention to Present Nominations and reserves the right, following receipt of any such notice, to either challenge, or attempt as soon as practicable to cure, such alleged defect.
The Proponent agrees to furnish such other information with respect to the Nominees as may reasonably be required by the Company to determine the eligibility of any such Nominee to serve as a director of the Company.
Please direct any questions regarding the information contained in this Notice of Intention to Present Nominations to Michael L. Ashner, c/o First Union Real Estate Equity and Mortgage Investments, Two Jericho Plaza, Wing A, Suite 111, (516) 822-0022 (phone), (516) 433-2777 (facsimile).
Please sign and return the enclosed copy of this letter to acknowledge its receipt and that this letter, without any additional actions or information, is sufficient to comply with the board nomination requirements of the Company, including without limitation the requirements of the by-laws and applicable court orders.
| Very truly yours, | ||||||
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| FIRST UNION REAL ESTATE EQUITY AND | ||||||
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| By: | /s/ | Michael L. Ashner |
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| Michael L. Ashner | ||||
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| Chief Executive Officer | ||||
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cc: | The Board of Directors of |
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| Sizeler Property Investors, Inc. |
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AGREED AND ACCEPTED |
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THIS DAY OF , 200 |
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SIZELER PROPERTY INVESTORS, INC. |
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By |
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Name: |
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Title: |
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2
EXHIBIT A
Information Regarding The Director Nominees
Michael L. Ashner, Age 52
c/o First Union Real Estate Equity and Mortgage Investments
Two Jericho Plaza
Wing A, Suite 111
Jericho, New York 11753
2 Bridle Court
Oyster Bay Cove, New York 11771
Business Experience (1)
Chairman and Chief Executive Officer, January 2004 – Present
First Union Real Estate Equity and Mortgage Investments
(real estate investment trust)
Chief Executive Officer, January 1996 – Present
Winthrop Financial Associates, A Limited Partnership
(real estate management and investment company)
Director and Chief Executive Officer, November 1997 – Present
The Newkirk Master Limited Partnership
(real estate management and investment company)
President, 1981 – Present
Exeter Capital Corporation
(organized and administered real estate limited partnerships)
Corporate Directorships of Public Companies
NBTY, Inc.
GB Holdings, Inc.
Atlantic Entertainment Holdings, Inc.
First Union Real Estate Equity and Mortgage Investments
(1) No corporation or organization referred to below is a parent, subsidiary or other affiliate of the Company.
A-1
Peter Braverman, Age 52
c/o First Union Real Estate Equity and Mortgage Investments
Two Jericho Plaza
Wing A, Suite 111
Jericho, New York 11753
141 Wooster Street
Apt. 5C & D
New York, New York 10012
Business Experience (1)
President, August 2004 – Present
Executive Vice President, January 2004 – August 2004
First Union Real Estate Equity and Mortgage Investments
(real estate investment trust)
Executive Vice President, January 1996 – Present
Winthrop Financial Associates, A Limited Partnership
(real estate management and investment company)
Executive Vice President, November 1997 – Present
The Newkirk Master Limited Partnership
(real estate management and investment company)
Corporate Directorships of Public Companies
First Union Real Estate Equity and Mortgage Investments
(1) No corporation or organization referred to below is a parent subsidiary or other affiliate of the Company.
A-2
Steven Zalkind, Age 63
Resource Investments Limited, L.L.C.
4300 Haddonfield Road
Suite 314
Pennsauken, New Jersey 08109
Home Address:
641 Boca Bay Drive
PO Box 755
Boca Grande, Florida 33921
Business Experience (1)
Principal – 1975-Present
Resources Investments Limited, L.L.C.
(real estate management and investment company)
Corporate Directorships of Public Companies
None
(1) No Corporation or entity referred to below is a parent subsidiary or other affiliate of the Company.
A-3
Information With Respect To the Proponent, Nominees and Other Participants
Information is being given herein for the Proponent, the Nominees, and such other employees, officers and associates of such individuals and entities, as may be deemed participants under federal security laws (collectively, the “Participants”).
Beneficial Ownership of Common Stock
The information with respect to the Participants sets forth as of December 21, 2004, based on information provided by such persons, the number of shares of the Company’s Common Stock, par value $.0001 per share (the “Shares”), which are held of record, beneficially owned or represented by proxy by the Participants or by any other stockholders of the Company known by such Participant to be supporting such nominee(s) on December 21, 2004 (the percentage of shares owned being based upon 13,236,089 shares outstanding on November 9, 2004, as set forth in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2004).
Name and, if applicable, Address |
| Amount and Nature of |
| Percent of Class |
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First Union Real Estate Equity and Mortgage Investments |
| 1,119,600 |
| 8.46 | % |
Michael L. Ashner(2)(3) |
| 1,119,600 |
| 8.46 | % |
Peter Braverman(2)(3) |
| 1,119,600 |
| 8.46 | % |
Steven Zalkind(4) |
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| — |
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(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 Real Estate Equity and Mortgage Investments and therefore may be deemed to beneficially own all of the shares held by First Union Real Estate Equity and Mortgage Investments in the Company.
(3) The business address for each of Michael L. Ashner and Peter Braverman is 2 Jericho Plaza, Wing A, Suite 111, Jericho, New York 11753.
(4) The business address for Steven Zalkind is Resource Investments Limited, L.L.C., 4300 Haddonfield Road, Suite 314, Pennsauken, New Jersey 08109
A-4
Certain Proceedings
None of the Participants has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past ten years. No Participant owns any shares of common stock of record but not beneficially. No Participant owns any securities of any subsidiary of the Company.
During the past two years, none of the Participants has borrowed or otherwise obtained funds for the purpose of acquiring or holding any securities of the Company.
During the past two years, the Participants listed above did not effect any sales of the Company’s common stock and effected the following purchases of the Company’s common stock, all of which were effected by the Proponent:
Date |
| Amount |
| Price per Share |
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August 17, 2004 |
| 70,000 |
| $ | 7.70 |
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August 18, 2004 |
| 600 |
| $ | 7.83 |
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August 19, 2004 |
| 29,300 |
| $ | 7.91 |
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August 23, 2004 |
| 17,200 |
| $ | 8.06 |
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August 24, 2004 | �� | 32,200 |
| $ | 8.26 |
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August 25, 2004 |
| 63,500 |
| $ | 8.28 |
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August 30, 2004 |
| 13,700 |
| $ | 8.49 |
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August 31, 2004 |
| 37,500 |
| $ | 8.56 |
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September 1, 2004 |
| 176,600 |
| $ | 8.56 |
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September 1, 2004 |
| 20,400 |
| $ | 8.61 |
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September 2, 2004 |
| 47,300 |
| $ | 8.61 |
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September 7, 2004 |
| 161,700 |
| $ | 8.66 |
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October 4, 2004 |
| 2,000 |
| $ | 9.02 |
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October 6, 2004 |
| 28,100 |
| $ | 9.16 |
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October 7, 2004 |
| 30,000 |
| $ | 9.29 |
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October 8, 2004 |
| 19,100 |
| $ | 9.19 |
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October 12, 2004 |
| 25,000 |
| $ | 9.21 |
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October 14, 2004 |
| 3,000 |
| $ | 9.01 |
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October 19, 2004 |
| 100 |
| $ | 9.15 |
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October 20, 2004 |
| 10,900 |
| $ | 9.11 |
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November 5, 2004 |
| 14,000 |
| $ | 9.59 |
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November 10, 2004 |
| 44,500 |
| $ | 9.61 |
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November 11, 2004 |
| 46,000 |
| $ | 9.61 |
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November 12, 2004 |
| 60,500 |
| $ | 9.65 |
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November 15, 2004 |
| 66,400 |
| $ | 9.71 |
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December 2, 2004 |
| 100,000 |
| $ | 10.00 |
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A-5
Other than as discussed above, no Participant is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company.
No securities are owned by “associates” of any of the Participants as such term is used under Regulation 14A.
None of the Participants or any of such Participant’s 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.
A-6
CONSENT
I, Michael L. Ashner, hereby consent (i) to serve as a director of Sizeler Property Investors, Inc. (the “Company”) if elected at the 2005 Annual Meeting of the Company, and (ii) to be named in any proxy statement to be filed in conjunction with my nomination to the Board of Directors of the Company.
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered on this 17th day of December, 2004.
| /s/ Michael L. Ashner |
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| Michael L. Ashner | |
CONSENT
I, Peter Braverman, hereby consent (i) to serve as a director of Sizeler Property Investors, Inc. (the “Company”) if elected at the 2005 Annual Meeting of the Company, and (ii) to be named in any proxy statement to be filed in conjunction with my nomination to the Board of Directors of the Company.
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered on this 17th day of December, 2004.
| /s/ Peter Braverman |
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| Peter Braverman | ||
CONSENT
I, Steven Zalkind, hereby consent (i) to serve as a director of Sizeler Property Investors, Inc. (the “Company”) if elected at the 2005 Annual Meeting of the Company, and (ii) to be named in any proxy statement to be filed in conjunction with my nomination to the Board of Directors of the Company.
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered on this 17th day of December, 2004.
| /s/ Steven Zalkind |
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| Steven Zalkind | |
