SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SIZELER PROPERTY INVESTORS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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[_] Fee paid previously with preliminary materials.
[_] 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:
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Notes:
SIZELER PROPERTY INVESTORS, INC.
2542 WILLIAMS BOULEVARD
KENNER, LOUISIANA 70062
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 1995
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Sizeler
Property Investors, Inc. (the "Company") will be held at the City Club of New
Orleans, 1515 Poydras Street, New Orleans, Louisiana, on Thursday, May 11,
1995, at 10:00 a.m., New Orleans time, for the following purposes:
1. To elect two directors to serve until the annual meeting of
stockholders in 1998 or until their successors are duly elected and
qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 30, 1995 are
entitled to receive notice of and to vote at the Annual Meeting or any
adjournments thereof. A complete list of stockholders entitled to vote at the
Annual Meeting will be open for inspection by any stockholder for any purposes
germane to the meeting for ten days prior to the meeting during ordinary
business hours at the principal office of the Company, 2542 Williams Boulevard,
Kenner, Louisiana 70062.
The Company's Board of Directors would like to have as many stockholders as
possible present or represented at the Annual Meeting. If you are unable to
attend in person, please vote, sign, date and return your enclosed proxy card
promptly so that your shares may be voted. Postage is not required for mailing
in the United States. The Company will reimburse stockholders mailing proxy
cards from outside the United States for the cost of mailing.
By Order of the Board of Directors
JOHN J. GILLULY, JR.
Vice-President and Secretary
DATE: April 3, 1995
STOCKHOLDERS ARE URGED TO VOTE BY SIGNING, DATING AND RETURNING THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED
IN THE UNITED STATES.
April 3, 1995
SIZELER PROPERTY INVESTORS, INC.
2542 WILLIAMS BOULEVARD
KENNER, LOUISIANA 70062
----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 1995
The following information is furnished in connection with the Annual Meeting
of Stockholders of Sizeler Property Investors, Inc. (the "Company") to be held
on Thursday, May 11, 1995, at 10:00 a.m., New Orleans time, at the City Club of
New Orleans, 1515 Poydras Street, New Orleans, Louisiana (the "Meeting"). A
copy of the Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1994 accompanies this Proxy Statement. Additional copies of the
Annual Report, Notice, Proxy Statement and form of proxy may be obtained from
the Company's Secretary, 2542 Williams Boulevard, Kenner, Louisiana 70062. This
Proxy Statement will first be sent to stockholders on or about April 3, 1995.
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed proxy for the Meeting is being solicited by the directors of the
Company. Any person giving a proxy may revoke it any time prior to its exercise
by filing with the Secretary of the Company a written revocation or duly
executed proxy bearing a later date. The proxy may also be revoked by a
stockholder attending the Meeting, withdrawing the proxy and voting in person.
The cost of soliciting the proxies on the enclosed form will be paid by the
Company. In addition to the use of the mails, proxies may be solicited by the
directors and their agents (who will receive no additional compensation
therefor) by means of personal interview, telephone or facsimile, and it is
anticipated that banks, brokerage houses and other institutions, nominees or
fiduciaries will be requested to forward the soliciting material to their
principals and to obtain authorization for the execution of proxies. The
Company may, upon request, reimburse banks, brokerage houses and other
institutions, nominees and fiduciaries for their expenses in forwarding proxy
material to their principals. The Company has retained Beacon Hill Partners,
Inc. ("Beacon Hill") to assist with the solicitation of proxies and will pay
Beacon Hill a fee of $3,000 plus reimbursement of out of pocket expenses for
its services.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The record date for determining shares of Common Stock, $.01 par value per
share ("Shares"), entitled to vote at the Meeting has been fixed at the close
of business on March 30, 1995. On that date there were 8,927,319 Shares
outstanding, entitled to one vote each.
The presence, in person or by properly executed proxy, of the holders of
Shares entitled to cast a majority of the votes entitled to be cast by the
holders of all outstanding Shares is necessary to constitute a quorum. Shares
represented by a properly signed, dated and returned proxy will be treated as
present at the meeting for purposes of determining a quorum. Proxies relating
to "street name" Shares that are voted by brokers will be counted as Shares
present for purposes of determining the presence of a quorum, but will not be
treated as Shares having voted at the Meeting as to any proposal as to which
the broker does not vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the best of the Company's knowledge, no person or group (as those terms
are used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) owned beneficially, as of March 1, 1995, more than five percent of the
outstanding Shares except as described in the following table:
AMOUNT AND
NATURE OF PERCENTAGE
NAME AND ADDRESS BENEFICIAL OF SHARES
OF BENEFICIAL OWNER OWNERSHIP OUTSTANDING
- ------------------- ---------- -----------
American Express Financial Advisors, Inc. ............. 980,500(1) 11.0%
IDS Tower 10
Minneapolis, Minnesota 55440
Cohen & Steers Capital Management, Inc. ............... 805,400(2) 9.0
757 Third Avenue, 16th Floor
New York, New York 10017
The Dreyfus Corporation................................ 742,115(3) 8.3
200 Park Avenue
New York, New York 10166
Mellon Bank Corporation................................ 633,000(4) 7.1
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Merrill Lynch & Co., Inc. ............................. 623,240(5) 6.6
World Financial Center
North Tower
New York, New York 10281
LaSalle Advisors Limited Partnership................... 459,070(6) 5.1
11 South LaSalle Street
Chicago, Illinois 60303
- --------
(1) Based upon an Amended Schedule 13G dated December 31, 1994 filed with the
SEC by American Express Financial Advisors, Inc. ("AEFA"), and its parent
company, American Express Company, indicating that AEFA had shared
dispositive power with respect to 980,500 Shares. AEFA may be deemed to own
more than 9.9% of the Company's outstanding Shares, which would be in
excess of certain ownership limitations set forth in the Company's Restated
Certificate of Incorporation, as amended. AEFA has made certain
representations to the Company concerning the Shares beneficially owned by
it, and based upon such representations, the Company has indicated it will
raise no objection under the restriction on ownership provisions contained
in the Restated Certificate of Incorporation, as amended.
2
(2) Based upon an Amended Schedule 13G dated January 18, 1995 filed with the
SEC by Cohen & Steers Capital Management, Inc., a registered investment
adviser ("Cohen & Steers"), indicating that Cohen & Steers has sole
dispositive power with respect to 805,400 Shares, including 669,400 Shares
with respect to which it has sole voting power.
(3) Based upon an Amended Schedule 13G dated February 10, 1994 filed with the
SEC by The Dreyfus Corporation ("Dreyfus"), which indicated that Dreyfus
had shared voting and dispositive power with respect to 742,115 Shares.
(4) Based upon a Schedule 13G dated February 2, 1995 filed with the SEC by
Mellon Bank Corporation ("Mellon"), which indicated that Mellon had sole
voting power with respect to 632,000 Shares and shared voting power with
respect to 1,000 Shares, which include 274,000 Shares with respect to which
Mellon has sole dispositive power and 359,000 Shares with respect to which
it has shared dispositive power.
(5) Based upon a Schedule 13G dated February 10, 1995 filed with the Securities
and Exchange Commission by Merrill Lynch & Co., Inc. ("Merrill"), which
indicated that Merrill had shared voting and dispositive power with respect
to 623,240 Shares, including 538,440 Shares issuable upon the conversion of
$7,000,000 principal amount of the Company's 8% Convertible Subordinated
Debentures due 2003.
(6) Based upon a Schedule 13G dated February 14, 1995 filed with the SEC by
LaSalle Advisors Limited Partnership ("LaSalle"). The Schedule 13G
indicates that the 459,070 Shares beneficially owned by LaSalle include (i)
170,600 Shares with respect to which LaSalle has sole voting and
dispositive power, (ii) 147,366 Shares with respect to which LaSalle shared
voting power and (iii) 288,420 Shares with respect to which LaSalle has
shared dispositive power.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the Shares beneficially owned as of January
17, 1995 by each director, nominee for director and by the directors and
officers of the Company as a group. Unless otherwise stated, each person has
sole voting and investment power with respect to the Shares set forth in the
table.
NUMBER OF SHARES PERCENTAGE
BENEFICIALLY OF SHARES
OWNED OUTSTANDING
---------------- -----------
Thomas S. Davidson................................. 40,500(1) .45%
Paul B. Firstenberg................................ 14,000(3) .16
Francis L. Fraenkel................................ 111,050(3) 1.24
Harold B. Judell................................... 42,983(4) .48
Sidney W. Lassen................................... 409,598(5) 4.58
Thomas A. Masilla, Jr.............................. 21,100(6) .24
James W. McFarland................................. 5,000(7) .05
Richard L. Pearlstone.............................. 50,098(8) .56
Theodore H. Strauss................................ 8,850(9) .09
All directors and officers as a group.............. 733,179(10) 8.06
- --------
(1) Mr. Davidson holds 5,000 of these Shares as co-trustee for the benefit of
the wife of Sidney W. Lassen and 5,000 Shares as co-trustee for the
benefit of Mr. Lassen's brother-in-law. Includes 25,000 Shares Mr.
Davidson has the right to purchase pursuant to exercisable options granted
under the Sizeler Property Investors, Inc., 1986 Stock Option Plan, as
amended (the "1986 Option Plan").
(2) Represents Shares that Mr. Firstenberg has the right to acquire pursuant
to exercisable options granted under the 1986 Option Plan.
(3) Mr. Fraenkel has sole voting power with respect to 7,750 Shares and sole
dispositive power with respect to 97,300 Shares. Includes 6,000 Shares Mr.
Fraenkel has the right to purchase pursuant to exercisable options granted
under the 1986 Option Plan.
3
(4) Includes (i) 15,000 Shares Mr. Judell has the right to purchase pursuant
to exercisable options granted under the 1986 Option Plan and (ii) an
option to purchase 693 Shares granted to Mr. Judell under the Sizeler
Property Investors, Inc. 1989 Director's Stock Option Plan, as amended
(the "1989 Option Plan").
(5) These Shares include (i) 6,000 Shares owned by the Company's deferred
compensation account for the benefit of Mr. Lassen; (ii) 45,000 Shares Mr.
Lassen has the right to acquire pursuant to exercisable options granted
under the 1986 Stock Option Plan; and (iii) 67,500 Shares owned directly
by Sizeler Realty Co., Inc. ("Sizeler Realty"), of which Mr. Lassen is the
Chief Executive Officer and a 20% stockholder (the remaining stock of
Sizeler Realty is owned by members of the families of Mr. Lassen and his
wife). These Shares do not include (i) 50,000 Shares subject to options
granted to Mr. Lassen under the 1986 Option Plan, which options are not
yet exercisable; (ii) 11,800 Shares with respect to which Mr. Lassen's
daughter, Jill L. Davis Botnick, has voting and investment power; (iii)
50,000 Shares owned by the estate of Mr. Lassen's father-in-law, A. Louis
Sizeler; (iv) 5,000 Shares held in trust for the benefit of Mr. Lassen's
wife; (v) 5,000 Shares held by Mr. Lassen's wife as co-trustee for the
benefit of her brother, I. William Sizeler; or (vi) 25,000 Shares owned by
I. William Sizeler. Except with respect to the Shares subject to Mr.
Lassen's option, Mr. Lassen disclaims beneficial interest in, and voting
or investment power over, the Shares described in the preceding sentence.
(6) Includes 21,000 Shares Mr. Masilla has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan.
(7) Includes 5,000 Shares Dr. McFarland has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan.
(8) 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.
Includes 21,000 Shares Mr. Pearlstone has the right to purchase pursuant
to exercisable options granted under the 1986 Option Plan.
(9) Includes 6,000 Shares Mr. Strauss has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan.
(10) See notes (1) through (9) above.
1. ELECTION OF DIRECTORS
INFORMATION CONCERNING DIRECTORS
The Company's Restated Certificate of Incorporation, as amended, provides
that the number of directors shall be not less than five and not more than
fifteen and that the directors shall be divided into three classes containing
as nearly equal a number of directors as possible, with one class standing for
election each year. The Board has set the number of directors at eight
effective at the Meeting, and two of those directors are to stand for election
at the Meeting. Each person so elected will serve until the annual meeting of
stockholders in 1998 or until his successor is duly elected and shall qualify.
The affirmative vote of a plurality of the Shares present at the Meeting is
necessary for election of a director. One of the Company's directors, Paul B.
Firstenberg, whose term expires at the Meeting, has decided not to stand for
election.
4
The directors recommend a vote FOR the directors standing for election listed
below. Unless instructed otherwise, proxies will be voted FOR these nominees.
Although the directors do not contemplate that any of the nominees listed below
will be unable to serve, if such a situation arises prior to the Meeting, the
enclosed proxy will be voted in accordance with the best judgment of the person
or persons voting the proxy.
The following table sets forth information regarding the directors standing
for election and directors whose terms continue beyond the Meeting.
NAME, TENURE AND
POSITION(S) WITH THE PRINCIPAL OCCUPATION AND BUSINESS
COMPANY AGE EXPERIENCE FOR PAST FIVE YEARS(1)
-------------------- --- ---------------------------------
DIRECTORS STANDING FOR ELECTION
Harold B. Judell........ 80 Senior partner in the law firm of Foley & Judell.
Director since 1986
Richard L. Pearlstone .. 47 Executive Vice-President of Delta Properties, Inc.
Director since 1986 (commercial real estate development); Chairman of
the Board of Cross Keys Asset Management, Inc.
(investment advisors).
DIRECTORS WHOSE TERMS EXPIRE IN 1996
Thomas S. Davidson...... 60 President of the Company since 1986; President of
President and Director Sizeler Realty Co., Inc. (real estate services).
since 1986
Sidney W. Lassen........ 60 Private investor and developer of regional
Chairman of the Board, shopping centers, apartments and office
Chief Executive Officer buildings; Chairman of the Board and Chief
and Director since 1986 Executive Officer of the Company since 1986;
Chairman of the Board and Chief Executive Officer
of Sizeler Realty Co., Inc.; Acting President,
Chairman of the Board and Chief Executive Officer
of Hibernia Corporation and Hibernia National
Bank from 1991 to 1992.
Francis L. Fraenkel..... 62 President of Delta Capital Management, Inc.
Director since 1993 (investment management) since 1992; Managing
Director of Solomon Brothers (investment banking)
from 1990 to 1992; Chairman and Chief Executive
Officer of Lehman Management Company (investment
management) prior thereto.
DIRECTORS WHOSE TERMS EXPIRE IN 1997
Thomas A. Masilla, Jr... 48 Vice-Chairman of the Company since 1994;
Vice Chairman since consultant to the Company from 1992 to 1994;
1994 and Director since consultant to Sizeler Realty Co., Inc. since
1986 1992; Consultant since 1991; Chairman of the
Board of Hibernia National Bank until 1991;
Treasurer of Hibernia Corporation (bank holding
company) until 1991.
James W. McFarland...... 49 Dean of A.B. Freeman School of Business, Tulane
Director since 1994 University.
Theodore H. Strauss..... 70 Senior Managing Director with Bear, Stearns & Co.
Director since 1993 Inc.
- --------
(1) Unless otherwise stated, each director has held the positions indicated for
at least the past five years.
5
OTHER DIRECTORSHIPS
The directors of the Company serve on the Boards of Directors or the Boards
of Trustees of the following publicly-held companies:
DIRECTOR COMPANY
-------- -------
Harold B. Judell............................. Cellular Information Systems, Inc.
EastGroup Properties
Francis L. Fraenkel.......................... Universal Heights, Inc.
Sidney W. Lassen............................. Hibernia Corporation
The Parkway Company
Theodore H. Strauss ......................... Clear Channel Communications, Inc.
Hollywood Casino Corp.
Sport Supply Group, Inc.
COMMITTEES AND MEETING DATA
The Executive Committee of the Board of Directors consists of Messrs.
Davidson, Judell, Lassen, Masilla and Strauss. It has all the authority of the
Board of Directors (except for action relating to certain fundamental corporate
changes) between Board meetings, including the authority to declare a dividend
and to authorize the issuance of stock. The Executive Committee met once during
1994.
The Audit Committee of the Board of Directors consists of Messrs. Fraenkel,
Judell, McFarland and Pearlstone. The Audit Committee met once during 1994. Its
functions are to recommend the appointment of independent accountants; review
the arrangements for and scope of the audit by independent accountants; review
the independence of the independent accountants; consider the adequacy of the
system of internal accounting controls and review any proposed corrective
action; review and monitor the Company's policies regarding business ethics and
conflicts of interests; discuss with management and the independent accountants
the Company's draft annual financial statements and key accounting and/or
reporting matters; and review the activities and recommendations of the
Company's financial staff.
During 1994, the Compensation Committee consisted of Messrs. Firstenberg,
Judell and Masilla. The Compensation Committee met twice during 1994. The
function of the Compensation Committee is to review the compensation program
for executive officers and to administer the Company's 1986 Stock Option Plan.
The Company does not have a separate nominating committee or any committee
performing a similar function.
During 1994 the full Board of Directors met on four occasions. The average
attendance of all directors at Board and Committee meetings was 98%.
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that directors,
officers and more than 10 percent shareholders of the Company file reports with
the Securities and Exchange Commission within the first 10 days of the month
following any purchase or sale of Shares. During 1994, one director, Theodore
H. Strauss, inadvertently failed to file one such report in a timely manner.
6
EXECUTIVE OFFICERS
The following is a listing of the Company's executive officers:
NAME, TENURE AND
POSITION(S) WITH THE PRINCIPAL OCCUPATION AND BUSINESS
COMPANY AGE EXPERIENCE FOR PAST FIVE YEARS
-------------------- --- ---------------------------------
Sidney W. Lassen......... 60 See table under "Information Concerning
Chairman of the Board Directors."
and Chief Executive
Officer since 1986
Thomas A. Masilla, Jr. .. 48 See table under "Information Concerning
Vice-Chairman of the Directors."
Board since 1994
Thomas S. Davidson....... 60 See table under "Information Concerning
President since 1986 Directors."
John J. Gilluly, Jr. .... 48 Vice-President and Treasurer of the Company since
Vice-President and 1986 and Secretary since 1993; Executive Vice-
Treasurer since 1986 and President of Sizeler Realty Co., Inc. (real
Secretary since 1993 estate services) since 1975.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table contains information with
respect to the annual and long-term compensation for the years ended December
31, 1994, 1993 and 1992 for the Company's chief executive officer who is the
only executive officer of the Company who received cash compensation in excess
of $100,000 (the "Named Officer").
ANNUAL LONG TERM ALL OTHER
COMPENSATION COMPENSATION AWARDS COMPENSATION(3)
----------------- ------------------- ---------------
NAME AND PRINCIPAL
POSITION YEAR SALARY BONUS(1) OPTIONS(2)
------------------ ---- -------- -------- -------------------
Sidney W. Lassen........ 1994 $250,000 -- -0- $25,000
Chairman of the Board 1993 220,000 -- 50,000 -0-
and Chief
Executive Officer 1992 100,000 -- -0- -0-
- --------
(1) The Company's Compensation Committee has not determined the amount, if any,
of the discretionary bonus payable to the Named Officer with respect to
1994 under the Company's Incentive Award Plan.
(2) These options were granted under the Company's 1986 Stock Option Plan, as
amended.
(3) This amount was paid under a non-elective deferred compensation agreement
with Mr. Lassen, pursuant to which an amount of deferred compensation is
credited annually to a bookkeeping account maintained for him. Upon the
officer's retirement at age 65, earlier termination of employment or death,
the Company will pay him his vested interest in his account. His interest
vests over a three-year period.
Option Grants. No option grants were made to the Named Officer during 1994.
Option Exercises and Fiscal Year End Option Values. The Named Officer did not
exercise any options during 1994. The following table shows information with
respect to the value of unexercised options as of December 31, 1994. Valuation
calculations are based on the closing price of the Company's stock on the New
York Stock Exchange on December 31, 1994 ($10.50).
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT DECEMBER IN-THE-MONEY OPTIONS/SARS
31, 1994 AT DECEMBER 31, 1994
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
Sidney W. Lassen............ 45,000/50,000 $17,500/$0
7
Agreements with Executive Officers. The Company has entered into an agreement
with each of its executive officers, effective January 1, 1994. Each agreement
has a two-year term that is extended automatically each month so that the
remaining term of the agreement is 24 months. Each officer is entitled to a
minimum base salary under his agreement ($250,000 for Mr. Lassen, and less than
$100,000 each for Messrs. Davidson and Gilluly). The Board may terminate an
agreement at any time with no further obligation upon a finding that an officer
has breached or neglected his duties, and an officer may resign at any time
upon 30 days' notice. The Board may also terminate an agreement at any time
without cause; in that event, or upon death or disability, the officer is
entitled to continued salary and benefits for 24 months. Provisions for
termination of employment upon a change of control supersede the agreements'
regular termination provisions. Change in control is defined, subject to
various qualifications, as the acquisition by a person or group of beneficial
ownership of 20 percent or more of the Shares, together with a change in the
composition of a majority of the Board. If, within 24 months of a change of
control, either the Company terminates an officer's employment for reasons
other than cause (as defined) or disability, or the officer resigns because of
certain changes in the circumstances of his employment, the officer is entitled
to a severance benefit equal to the lesser of (i) the amount deductible by the
Company under section 280G of the Internal Revenue Code of 1986, as amended, or
(ii) a multiple of the sum of his annual salary and one-half the amount of the
bonuses and non-elective deferred compensation paid or credited to him in the
past 24 months (which multiple is 2.0 for Mr. Lassen and 2.9 for Messrs.
Davidson and Gilluly), plus continuation of life and health insurance benefits
for 24 months.
COMPENSATION COMMITTEE REPORT. During 1994, the members of the Company's
Compensation Committee were Messrs. Firstenberg, Judell and Masilla. During
1993, the Compensation Committee, in carrying out its normal functions,
retained an independent consultant, and in conjunction with such consultant
conducted a comprehensive review of the Company's compensation policies and
practices. After the review, the Compensation Committee decided that the
primary goals of the Company's compensation policies should be as follows:
. To provide total compensation opportunities for executive officers which
are competitive with those provided to persons in similar positions in
companies with which the Company competes for employees.
. To strengthen the mutuality of interest between management and
shareholders through the use of incentive compensation directly related
to corporate performance and through the use of stock-based incentives
that result in increased Share ownership by executive officers.
. To ensure that the available retirement and capital accumulation programs
will provide for sufficient income to allow management to retire.
As a result of this study, the Company adopted effective January 1, 1994 the
agreements with officers and Non-Elective Deferred Compensation Agreements
which are described elsewhere in this Proxy Statement. The Company also adopted
an Incentive Award Plan effective January 1, 1994. The Compensation Committee
believes that the employment agreements provide the Company's executive
officers with sufficient compensation and security in their present positions.
The Non-Elective Deferred Compensation Agreement provides future benefits to
the executive officers for retirement. The Compensation Committee believes that
the Incentive Award Plan will align the interests of the executive officers
with those of the shareholders by (i) basing incentive awards on funds from
operations per share, which the Company and the real estate investment trust
analysts believe to be an important measure of the financial performance of a
real estate investment trust and (ii) paying 50% of each incentive award in
Shares. The Incentive Award Plan also grants the Compensation Committee
discretion to make awards less than those indicated by the Incentive Award
Plan's targets if the Compensation Committee believes that reduction is
appropriate. The Compensation Committee will continue to evaluate the above
plan and agreements to evaluate whether they are providing the incentives for
which they were intended.
8
The Compensation Committee believes that the main purpose of base
compensation is to produce sufficient compensation to the executive officers of
the Company relative to salary levels for other real estate investment trusts
and the officers' levels of responsibility. With respect to Mr. Lassen, the
Company's chief executive officer, the Committee considered a number of factors
in setting the compensation set forth in the agreement with him, the most
important of which were the level of compensation paid to chief executive
officers of other real estate investment trusts the same relative size as the
Company (the Company's size has increased significantly over recent years
through acquisitions of new properties), the success of the Company's recent
program of acquiring new properties, the strategy for which was developed under
Mr. Lassen's direction, and his importance to the Company's efforts to raise
capital in the public markets.
In determining compensation to be paid to the executive officers of the
Company in 1994, the Compensation Committee designed its compensation policies
to align the interests of the executive officers of the Company with the
Company's business strategy. These policies are intended to reward executives
for implementing the Company's long-term strategic plan and for enhancing
shareholder value, while at the same time providing sufficient compensation to
executives so that the Company can retain the services of executives whose
abilities are critical to the Company's long-term success. In 1994, the
compensation program for executive officers consisted of cash compensation in
the form of base salary. The Compensation Committee has not made a
determination whether to pay the officers of the Company incentive awards under
the Company's Incentive Award Plan for 1994. The Company did not grant any
executive officer options or other equity-based incentive compensation during
1994.
PAUL B. FIRSTENBERG
HAROLD B. JUDELL
THOMAS A. MASILLA
This Compensation Committee Report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement and any portion thereof into any filing under the Securities Act of
1933, as amended, or under the Securities Exchange Act of 1934, as amended, and
shall not otherwise be deemed filed under such Acts.
Performance Comparison. Set forth below is a line graph comparing the
percentage change in the cumulative return to shareholders of the Company's
Shares over the five years ended December 31, 1994 against the cumulative
return of the Standard & Poor's 500 and a Peer Group. Prior to this proxy
statement, the Company used the Equity REIT Index prepared by the National
Association of Real Estate Investment Trusts ("NAREIT") and NAREIT's All REIT
Index as peer group indices. Because the NAREIT indices previously used are
very broad in nature and include share performance information on virtually all
types of REITs in the industry, the Company believes that its share performance
should be compared with a group consisting of the Company's peers on a line-of-
business basis. For analytical purposes, the Company is
9
generally referred to as a "diversified REIT" by industry analysts.
Accordingly, the Company subscribed to a service provided by a national
research and publishing firm, specializing in the collection and dissemination
of financial data, to produce an index of diversified REITs for use in the
comparison of the Company's share performance for the five-year period ended
December 31, 1994. This peer group index is composed of companies listed in the
footnote below.
COMPARISON OF TOTAL RETURN OF THE COMPANY, PEER GROUP
AND BROAD MARKET
1989 1990 1991 1992 1993 1994
- -----------------------------------------------------------------------------------------------
The Company 100 73.42 101.47 110.20 124.72 124.24
- -----------------------------------------------------------------------------------------------
S&P 500 100 96.90 126.43 136.06 149.77 151.45
- -----------------------------------------------------------------------------------------------
Peer Group (1)(2) 100 67.40 85.58 102.42 118.48 121.71
[PASTEUP GRAPH OVER THESE POINTS]
- --------
(1) The Peer Group consists of the following companies in addition to the
Company: Allied Capital Commercial Corporation, Angeles Mortgage Investment
Trust, Angeles Participating Mortgage Trust, Arizona Land Income
Corporation, Colonial Properties Trust, California Real Estate Investment
Trust, Cousins Properties Incorporated, CV REIT, Inc., Chicago Dock and
Canal Trust, Duke Realty Investments, Inc., EastGroup Properties, EQK
Realty Investors I, Franklin Real Estate Income Fund, HMG/Courtland
Properties, Inc., Income Opportunity Realty Trust, LNH REIT, Inc., Landsing
Pacific Fund, Inc., Lexington Corporate Properties, Inc., Metropolitan
Realty Corporation, MGI Properties, MIP Properties, Inc., Mortgage and
Realty Trust, PMC Commercial Trust, Property Capital Trust, Presidential
Realty Corporation, Pennsylvania Real Estate Investment Trust, Pittsburgh &
West Virginia Railroad, Resort Income Investors, Inc., RPS Realty Trust,
Santa Anita Realty Enterprises, Inc., Transcontinental Realty Investors,
Banyan Strategic Realty Trust, Banyan Mortgage Investment Fund, Vanguard
Real Estate Fund I, Vanguard Real Estate Fund II, Banyan Short Term Income
Trust and Washington Real Estate Investment Trust.
(2) The cumulative total return of the NAREIT indices previously used by the
Company are as follows:
1989 1990 1991 1992 1993 1994
-------------------------------------------------------------------------------------------
NAREIT Equity REITS 100 84.65 114.86 131.62 157.49 162.49
-------------------------------------------------------------------------------------------
NAREIT All REITS 100 82.65 112.15 125.80 149.13 150.33
10
DIRECTORS' FEES
Directors who are also executive officers of the Company are not separately
compensated for their services as directors. Directors who are not executive
officers are compensated in accordance with the Company's 1994 Directors' Stock
Ownership Plan (the "Directors' Plan"). The Directors' Plan provides for a
stock award of 750 Shares to be made to each director annually on the first
business day following January 15. A director may elect to be paid a cash
substitute rather than all or part of an annual stock award. The cash
substitute will equal 90 percent of the value of the Shares for which the
director elects the cash substitute.
MANAGEMENT AGREEMENT
The Company has a management agreement (the "Management Agreement") with
Sizeler Real Estate Management Co., Inc. (the "Management Company"). The
Management Company is a wholly-owned subsidiary of Sizeler Realty Co. Inc.
("Sizeler Realty"), which is owned by Sidney W. Lassen and members of the
families of Mr. Lassen and his wife. Messrs. Lassen, Davidson and Gilluly also
serve as executive officers of Sizeler Realty.
Under the Management Agreement, which was entered into when the Company was
organized in October 1986 and has been amended from time to time, the
Management Company performs leasing and management services with respect to the
operation of all of the Company's properties, including accounting services,
collecting rents, making repairs, cleaning and maintenance, advertising and
promotion, etc. Upon request of the Company, the Management Company performs or
causes to be performed development services in the event the Company desires to
construct new projects or renovate or expand existing projects.
Under the Management Agreement, the annual management fee is paid ratably on
a monthly basis and is calculated based upon .65% of the Company's gross
investment in real estate at the beginning of each year (as shown on the
Company's audited financial statements for the previous year), and is adjusted
for acquisitions or dispositions of property during a year, effective upon the
date of such acquisition or disposition. At the end of each year, the
management fee for that year is adjusted (either upward or downward) by the
percentage increase or decrease in the Company's funds from operations per
Share compared to the previous year.
During 1994, the total compensation paid to the Management Company by the
Company was $1,813,000. Funds from operations per Share were $1.29 in 1994 and
$1.13 in 1993. The Company and the Management Company agreed to make no upward
adjustment in the management fee at the end of 1994.
The Company's By-Laws require that the directors of the Company not
affiliated with Sizeler Realty or the Management Company (the "Unaffiliated
Directors") determine at least annually that the compensation the Company
contracts to pay for management services is reasonable in relation to the
nature and quality of services performed and that such compensation is within
the limits prescribed in the Management Agreement. The determination is to be
based upon such factors as the Unaffiliated Directors deem appropriate,
including the size of the fee in relation to the size, composition and
profitability of the Company's real property interests under management, the
rates charged to other REITs and to investors other than REITs by firms
performing similar services, the amount of additional revenues realized by such
firm and its affiliates for other services performed for the Company's
properties under management (including income, conservation or appreciation of
capital) and the quality of those properties. The Unaffiliated Directors have
approved the compensation paid to the Management Company for the year ended
December 31, 1994.
The Management Agreement is renewable annually by the parties, subject to a
determination by a majority of the Unaffiliated Directors that the Management
Company's performance has been satisfactory, and subject to the termination
rights of the parties. The Management Agreement may be terminated for any
reason by either party upon 180 days' written notice.
11
CERTAIN TRANSACTIONS AND RELATIONSHIPS
In connection with the Company's acquisition of the improvements at the
Westland Shopping Center in Kenner, Louisiana in February 1987, the Company
entered into a ground lease with two trusts that own the land, the respective
beneficiaries of which are Mr. Lassen's wife and brother-in-law. Under the
ground lease, which expires in 2046, the Company pays the owners an annual
rental of 8% of gross rental income (i.e., minimum and percentage rents)
received from tenants of the center. For the year ended December 31, 1994,
total payments by the Company under the ground lease amounted to $51,000.
The Company leases approximately 14,000 square feet at the Westland Shopping
Center to Sizeler Realty where it maintains its principal executive offices.
The lease provides for an annual rental of $84,300 plus a proportionate share
of the center's operating expenses. The lease provides for an extended initial
term expiring January 31, 1997 and for three five-year renewal options.
In March 1991, the Company purchased a one-half interest in the Southwood
Shopping Center, a 40,000-square foot community shopping center in Gretna,
Louisiana, from Sizeler Realty Co. (LaPalco), Inc. ("LaPalco"), a wholly owned
subsidiary of Sizeler Realty, for $900,000. The Southwood Shopping Center is
subject to a ground lease from Sidney W. Lassen and his wife and I. William
Sizeler, Mr. Lassen's brother-in-law, and his wife. The ground lease's term
runs through March 31, 2031. The rent under the ground lease is 50% of cash
flow (after debt service and certain other adjustments described below) up to a
maximum of $225,000 and in the event the rental payment shall reach $225,000 in
any year, it shall remain fixed at $225,000 for each year thereafter. For 1994,
there were no payments due under the ground lease. The Company and LaPalco each
contributed their one-half interests in the Southwood Shopping Center to a
partnership. Under the terms of the partnership agreement, the Company is to
receive a preferential return equal to 11.25% of (i) its initial contributions
to the partnership (valued at $900,00) plus (ii) any subsequent contributions
less (iii) any distributions to the Company from sums available from sale or
refinancing. Profit and loss allocations after this preferential allocation and
the distribution of a like sum to LaPalco will be based on respective ownership
interests. Payments of rent under the ground lease are subordinate to payment
of the Company's preference. LaPalco is the primary obligor on a mortgage note
payable, whose principal balance was approximately $1,368,000 on December 31,
1994, maturing in March 1999, secured by the Southwood Shopping Center,
guaranteed by Sizeler Realty, which LaPalco is obligated to satisfy out of its
partnership distributions or other sources. In the event of a sale of the
Southwood Shopping Center, proceeds would be distributed as follows: first, to
the Company in the amount of any unpaid preferential return plus the amount of
its contributions; second, to LaPalco in an amount equal to the greater of the
amount distributed to the Company or the amount of financing still outstanding;
and finally, to the partners in accordance with their respective interests.
The Company, directly or through wholly-owned subsidiaries, owns its
interests in the Southland Mall, North Shore Square Mall, Delchamps Plaza,
Steeplechase Apartments, Garden Lane Apartments, Georgian Apartments and
Magnolia Place Apartments through seven separate partnerships in which the
Company has a 99% interest and its partner a 1% interest. In each case, its
partner is a wholly-owned subsidiary of Sizeler Realty.
Thomas A. Masilla, Jr., Vice-Chairman and a director of the Company, served
as a consultant to the Company and Sizeler Realty during 1994.
For information concerning the compensation by the Company of the Management
Company pursuant to the Management Agreement and the affiliation of certain
Company directors and officers with the Management Company and its parent
company, Sizeler Realty, see "Management Agreement."
12
2. OTHER MATTERS
The directors know of no business to be brought before the Meeting other than
as set forth above. If, however, any other business should properly come before
the Meeting, it is the intention of the persons named in the enclosed form of
proxy to vote such proxies in accordance with their best judgment on such
matters.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Ernst & Young LLP has audited the books of the Company since its
organization. The Board of Directors has not yet appointed a firm to act as
auditors for the fiscal year ending December 31, 1995. A representative of
Ernst & Young LLP is expected to be present at the Meeting and will have an
opportunity to make a statement, if he so desires, and will be available to
respond to appropriate questions.
STOCKHOLDER PROPOSALS FOR THE 1996
ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals must be received by the Company at its office at 2542
Williams Boulevard, Kenner, Louisiana 70062 no later than December 4, 1995, in
order to be considered for inclusion in the Company's proxy materials for the
1996 Annual Meeting of Stockholders.
By Order of the Board of Directors
JOHN J. GILLULY, JR.
Vice-President and Secretary
13
SIZELER PROPERTY INVESTORS, INC.
2542 WILLIAMS BOULEVARD
KENNER, LOUISIANA 70062
P THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
R
The undersigned hereby appoints SIDNEY W. LASSEN, THOMAS S.
O DAVIDSON, and JOHN J. GILLULY, JR., and each or any of them,
Proxies for the undersigned, with full power of substitution, to
X vote all shares of Common Stock, par value $.01 per share, of
Sizeler Property Investors, Inc. (the "Company"), which the
Y undersigned would be entitled to vote at the Annual Meeting of
Stockholders, to be held at the City Club of New Orleans, 1515
Poydras Street, New Orleans, Louisiana, on Thursday, May 11, 1995,
at 10:00 a.m., New Orleans time, or any adjournment thereof, and
directs that the shares represented by this Proxy shall be voted
as indicated below:
1. ELECTION OF DIRECTORS: Election of the two nominees listed
below to serve until the annual meeting of stockholders in 1998
and until their successors are duly elected and qualified.
Harold B. Judell and Richard L. Pearlstone
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY
THE STOCKHOLDER. THE BOARD OF DIRECTORS FAVORS A VOTE FOR THE
PROPOSAL ABOVE. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
FOR PROPOSAL 1.
(Continued and to be signed on the reverse side)
SEE
REVERSE
SIDE
/X/ Please mark your SHARES IN YOUR NAME REINVESTMENT SHARES
votes as in this
example.
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to to vote for all nominees
the contrary below) listed below
1. ELECTION OF 2. In their discretion, the Proxies are
DIRECTORS: authorized to vote upon such other
See Reverse business as may properly come
Side. before the meeting or any
adjourments thereof.
For, except vote withheld from the following nominees(s):
--------------------
SIGNATURE(S) DATE
------------------------------- ------
SIGNATURE(S) DATE
------------------------------- ------
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.