SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 25, 2001
Date of Report (Date of earliest event reported)
SIZELER PROPERTY INVESTORS, INC.
(Exact Name of Registrant as Specified in its Charter)
MARYLAND 1-9349 72-1082589
(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
2542 WILLIAMS BOULEVARD
KENNER, LOUISIANA 70062
(Address, including zip code, of Registrant's Principal Executive Office)
(504) 471-6200
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address if changed since last report)
Page 1 of 3 Pages
Item 5. Other Events.
On June 25, 2001, Sizeler Property Investors, Inc., a Delaware corporation
("Sizeler Delaware"), merged with and into its recently organized, wholly-owned
subsidiary, Sizeler Property Investors, Inc., a Maryland corporation ("Sizeler
Maryland"), pursuant to the Agreement and Plan of Merger dated as of June 1,
2001 (the "Merger"). As a result of the Merger, each stockholder received one
share of common stock of Sizeler Maryland in exchange for one share of common
stock of Sizeler Delaware. Additionally, Sizeler Maryland succeeded to all the
rights and properties, and became subject to all the obligations and
liabilities, of Sizeler Delaware. The outstanding certificates of Sizeler
Delaware's common stock will evidence ownership of the equivalent number of
shares of Sizeler Maryland following the Merger and stockholders should retain
their existing certificates. Any share transfer occurring after the Merger will
result in the issuance of Sizeler Maryland certificates to the participants
In conjunction with the Merger, Sizeler Delaware, Sizeler Maryland and
Chase Manhattan Trust Company, National Association entered into a First
Supplemental Indenture dated as of June 1, 2001, with respect to Sizeler
Delaware's $65 million 8% Convertible Subordinated Debentures (the "Convertible
Debentures"). Under the terms of the First Supplemental Indenture, Sizeler
Maryland, as successor by merger to Sizeler Delaware, became the primary obligor
under the Debentures.
Following the Merger, the common stock, par value $.0001 per share of
Sizeler Maryland and the Convertible Debentures are deemed to be registered
under Section 12(b) of the Securities Exchange Act of 1934 by virtue of the
operation of Rule 12g-3 of the Securities and Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following documents are filed as exhibits to this Current Report:
(2) Agreement and Plan of Merger dated as of June 1, 2001 by and
between Sizeler Delaware and Sizeler Maryland.
(3)(i) Articles of Incorporation of Sizeler Maryland.
(3)(ii) Bylaws of Sizeler Maryland.
(4) First Supplemental Indenture dated as of June 1, 2001 by and
between Sizeler Delaware, Sizeler Maryland and Chase Manhattan
Trust Company, National Association.
Page 2 of 3 Pages
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
SIZELER PROPERTY INVESTORS, INC.
By: /s/ Thomas A. Masilla, Jr.
-------------------------------------
Thomas A. Masilla, Jr.
Vice Chairman and President
Dated: June 26, 2001
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