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)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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or Item 22(a)(2) of Schedule 14A.
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6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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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 10, 1996
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 Four Seasons
Ocean Grand Hotel, 2800 South Ocean Boulevard, Palm Beach, Florida on Friday,
May 10, 1996, at 10:00 a.m., local time, for the following purposes:
1. To elect two directors to serve until the annual meeting of
stockholders in 1999 or until their successors are duly elected and
qualified.
2. To consider and act upon ratification of the Sizeler Property
Investors, Inc. 1996 Stock Option Plan.
3. To consider and act upon ratification of an amendment to the Sizeler
Property Investors, Inc. 1994 Directors Stock Ownership Plan.
4. 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 25, 1996 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
/s/ THOMAS A. MASILLA, JR.
----------------------------------
THOMAS A. MASILLA, JR.
President
DATE: April 10, 1996
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 10, 1996
SIZELER PROPERTY INVESTORS, INC.
2542 WILLIAMS BOULEVARD
KENNER, LOUISIANA 70062
----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 10, 1996
The following information is furnished in connection with the Annual Meeting
of Stockholders of Sizeler Property Investors, Inc. (the "Company") to be held
on Friday, May 10, 1996, at 10:00 a.m., local time, at the Four Seasons Ocean
Grand Hotel, 2800 South Ocean Boulevard, Palm Beach, Florida (the "Meeting").
A copy of the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1995 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 10, 1996.
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 $5,500 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 25, 1996. On that date there were 8,442,369 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, 1996, 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
- ------------------- ---------- -----------
Mellon Bank Corporation............................... 1,148,384(1) 13.60%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Merrill Lynch & Co., Inc.............................. 715,056(2) 8.47
World Financial Center
North Tower
New York, New York 10281
Sidney W. Lassen...................................... 487,598(3) 6.49
2542 Williams Boulevard
Kenner, Louisiana 70062
LaSalle Advisors Limited Partnership.................. 471,966(4) 5.59
11 South LaSalle Street
Chicago, Illinois 60303
Cohen & Steers Capital Management, Inc................ 466,700(5) 5.53
757 Third Avenue, 16th Floor
New York, New York 10017
- --------
(1) Based upon a Schedule 13G dated January 24, 1996 filed with the SEC by
Mellon Bank Corporation ("Mellon") and its subsidiaries, which indicated
that Mellon had sole voting power with respect to 1,147,384 Shares and
shared voting power with respect to 1,000 Shares, which include 132,000
Shares with respect to which Mellon has sole dispositive power and
1,016,384 Shares with respect to which it has shared dispositive power.
Included in the Shares beneficially owned by Mellon are 1,015,384 Shares
held by one of Mellon's subsidiaries, The Dreyfus Corporation, which has
sole voting power and shared dispositive power with respect to such
Shares.
(2) Based upon a Schedule 13G dated February 13, 1996 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 715,056 Shares.
2
(3) These Shares include (i) 7,000 Shares owned by the Company's deferred
compensation account for the benefit of Mr. Lassen; (ii) 70,000 Shares Mr.
Lassen has the right to acquire pursuant to exercisable options granted
under the Sizeler Property Investors, Inc. 1986 Stock Option Plan (the
"1986 Option Plan"); (iii) 67,500 Shares owned directly by Sizeler Realty
Co., Inc. ("Sizeler Realty"), in which a beneficial minority interest is
owned by Mr. Lassen and the balance is owned by the families of Mr.
Lassen's wife, her mother and her father's estate; and (iv) 50,000 Shares
owned by a limited liability company of which Mr. Lassen is manager and in
which Mr. Lassen's wife owns a 26% interest. These Shares do not include
(i) 25,000 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. Botnick, has voting
and investment power; (iii) 5,000 Shares held in trust for the benefit of
Mr. Lassen's wife; (iv) 5,000 Shares held by Mr. Lassen's wife as co-
trustee for the benefit of her brother, I. William Sizeler; or (v) 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.
(4) Based upon a Schedule 13G dated February 14, 1996 filed with the SEC by
LaSalle Advisors Limited Partnership ("LaSalle"). The Schedule 13G
indicates that the 471,966 Shares beneficially owned by LaSalle include
(i) 234,000 Shares with respect to which LaSalle has sole voting and
dispositive power, (ii) 87,766 Shares with respect to which LaSalle has
shared voting power and (iii) 237,066 Shares with respect to which LaSalle
has shared dispositive power.
(5) Based upon an Amended Schedule 13G dated January 29, 1996 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 466,700 Shares, including 411,600 Shares
with respect to which it has sole voting power.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the Shares beneficially owned as of January
18, 1996 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
---------------- -----------
J. Terrell Brown................................... 8,000(1) .09%
Francis L. Fraenkel................................ 142,700(2) 1.69
Harold B. Judell................................... 47,233(3) .56
Sidney W. Lassen................................... 487,598(4) 6.49
Thomas A. Masilla, Jr.............................. 24,874(5) .29
James W. McFarland................................. 7,750(6) .09
Richard L. Pearlstone.............................. 51,848(7) .61
Theodore H. Strauss................................ 15,600(8) .18
All directors and officers as a group.............. 785,603(9) 9.14
- --------
(1) Includes 5,000 Shares Mr. Brown has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan.
(2) Mr. Fraenkel has sole voting power with respect to 10,000 Shares and sole
dispositive power with respect to 135,700 Shares. Includes 7,000 Shares
Mr. Fraenkel has the right to purchase pursuant to exercisable options
granted under the 1986 Option Plan.
(3) Includes (i) 16,000 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").
(4) See note (3) to table under "Security Ownership of Certain Beneficial
Owners."
3
(5) Includes 19,000 Shares Mr. Masilla has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan.
(6) Includes 6,000 Shares Mr. McFarland has the right to purchase under an
option granted under the 1986 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.
Includes 22,000 Shares Mr. Pearlstone has the right to purchase pursuant
to exercisable options granted under the 1986 Option Plan.
(8) Includes 7,000 Shares Mr. Strauss has the right to acquire pursuant to
exercisable options granted under the 1986 Option Plan.
(9) See notes (1) through (8) 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 1999 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.
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.
4
The following table sets forth information regarding the directors standing
for election and directors whose terms continue beyond the Meeting:
NAME, TENURE AND PRINCIPAL OCCUPATION AND BUSINESS
POSITION(S) WITH THE COMPANY AGE EXPERIENCE FOR PAST FIVE YEARS (1)
---------------------------- --- ----------------------------------
DIRECTORS STANDING FOR ELECTION
Francis L. Fraenkel.............. 63 President of Delta Capital Management,
Director since 1993 Inc. (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.
Sidney W. Lassen................. 61 Private investor and developer of
Chairman of the Board, Chief Ex- regional shopping centers, apartments
ecutive Officer and Director and office buildings; Chairman of the
since 1986 Board and Chief 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.
DIRECTORS WHOSE TERMS EXPIRE IN 1997
Thomas A. Masilla, Jr............ 49 Vice Chairman of the Company since
Vice Chairman since 1994, Presi- 1994, President and Principal
dent and Principal Operating Of- Operating Officer since 1995 and Chief
ficer since 1995, Chief Finan- Financial Officer since 1996;
cial Officer since 1996, and Di- Consultant to the Company and Sizeler
rector since 1986 Realty Co., Inc. from 1992 to 1994;
Consultant from 1991 to 1994.
James W. McFarland............... 50 Dean of A.B. Freeman School of
Director since 1994 Business, Tulane University.
Theodore H. Strauss.............. 71 Senior Managing Director with Bear,
Director since 1993 Stearns & Co. Inc.
DIRECTORS WHOSE TERM EXPIRES IN 1998
J. Terrell Brown................. 56 Chairman and Chief Executive Officer of
Director since 1995 United Companies Financial Corp.
(financial services).
Harold B. Judell................. 81 Senior partner in the law firm of Foley
Director since 1986 & Judell, LLP.
Richard L. Pearlstone............ 48 President of Pearlstone Group, Inc.
Director since 1986 (investments) since 1995; Executive
Vice-President of Delta Properties,
Inc. (commercial real estate
development); Chairman of the Board of
Cross Keys Asset Management, Inc.
(investment advisors).
- --------
(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
-------- -------
J. Terrell Brown....................... Hibernia Corporation
United Companies Financial Corp.
Harold B. Judell....................... EastGroup Properties
Sidney W. Lassen....................... Hibernia Corporation
The Parkway Company
James W. McFarland..................... Stewart Enterprises, Inc.
American Indemnity Financial Corporation
Theodore H. Strauss.................... Clear Channel Communications, Inc.
Hollywood Casino Corp.
COMMITTEES AND MEETING DATA
The Executive Committee of the Board of Directors consists of Messrs.
Judell, Lassen, Masilla, McFarland 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
two times during 1995.
The Audit Committee of the Board of Directors consists of Messrs. Fraenkel,
Judell, McFarland and Pearlstone. The Audit Committee met three times during
1995. 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 1995, the Compensation Committee consisted of Messrs. Judell and
McFarland. The Compensation Committee met twice during 1995. The function of
the Compensation Committee is to review the compensation program for executive
officers and to administer the 1986 Option Plan.
The Company does not have a separate nominating committee or any committee
performing a similar function.
During 1995 the full Board of Directors met on four occasions. All directors
except Messrs. Fraenkel and Pearlstone attended at least 75% of the aggregate
total number of meetings held by the Board of Directors and all committees of
the Board on which such director served. Average attendance of all directors
at Board and committee meetings was 92%.
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. The Company is not
aware that any director failed to make such filings in a timely manner during
1995.
6
EXECUTIVE OFFICERS
The following is a listing of the Company's executive officers. The day-to-
day operational management of the Company's properties is performed by Sizeler
Real Estate Management Co., Inc. pursuant to a management agreement which is
described under the heading "Management Agreement."
NAME, TENURE AND PRINCIPAL OCCUPATION AND BUSINESS
POSITION(S) WITH THE COMPANY AGE EXPERIENCE FOR PAST FIVE YEARS
---------------------------- --- ---------------------------------
Sidney W. Lassen................. 61 See table under "Information Concerning
Chairman of the Board and Chief Directors."
Executive Officer since 1986
Thomas A. Masilla, Jr............ 49 See table under "Information Concerning
Vice Chairman since 1994, Directors."
President and Principal
Operating Officer since 1995,
Chief Financial Officer since
1996, and Director since 1986
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, 1995, 1994 and 1993 for the Company's chief executive officer and each
other executive officer of the Company who received cash compensation in
excess of $100,000 during 1995 (the "Named Officers").
LONG TERM
ANNUAL COMPENSATION ALL OTHER
COMPENSATION AWARDS COMPENSATION(2)
---------------- ------------ ---------------
NAME AND PRINCIPAL
POSITION YEAR SALARY BONUS OPTIONS(1)
------------------ ---- -------- ------ ------------
Sidney W. Lassen......... 1995 $250,000 -- 0 $25,000
Chairman of the Board 1994 250,000 -- 0 25,000
and Chief Executive
Officer 1993 220,000 -- 50,000 --
Thomas A. Masilla, Jr.... 1995 $131,913 $1,783(4) 25,000 $16,000
Vice Chairman, President 1994 (3) -- 1,000 --
and Principal
Operating Officer 1993 (3) -- 1,000 --
- --------
(1) These options were granted under the 1986 Option Plan.
(2) This amount was paid under a nonelective deferred compensation agreement
with each Named Officer, 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.
(3) Prior to 1995, Mr. Masilla served as a director of and a consultant to the
Company, and the amount paid to him did not exceed $100,000.
(4) This amount was paid one-half in Shares and one-half in cash.
7
Option Grants. The following table gives information with respect to option
grants made to the Named Officer during 1995. The information regarding
potential realizable value assumes that the Shares will appreciate at the
compounded percentage rate set forth in the table during the entire term of
the option. There can be no assurance that such appreciation will occur.
POTENTIAL
REALIZABLE VALUE
% OF TOTAL AT ASSUMED ANNUAL
OPTIONS/SARS RATES OF STOCK
GRANTED TO EXERCISE OR PRICE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION APPRECIATION FOR
NAME GRANTED FISCAL YEAR (/SH) DATE OPTION TERM
---- ------------ ------------ ----------- ---------- -----------------
5% 10%
-------- --------
Thomas A. Masilla, Jr... 25,000(1) 100% $10.188 5/10/05 $160,461 $404,973
- --------
(1) Becomes exercisable with respect to 12,500 Shares on May 11, 1997 and
12,500 Shares on May 11, 1998.
Option Exercises and Fiscal Year End Option Values. The following table
shows information with respect to the value realized by the Named Officers on
the exercise of options during 1995 and the value of unexercised options held
by the Named Officers as of December 31, 1995. Valuation calculations for
unexercised options are based on the closing price of the Company's stock on
the New York Stock Exchange on December 29, 1995 ($8.875).
SHARES NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
ACQUIRED OPTIONS/SARS AT DECEMBER THE-MONEY OPTIONS/SARS AT
ON VALUE 31, 1995 DECEMBER 31, 1995
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------- -------- ------------------------- -------------------------
Sidney W. Lassen........ 0 0 70,000/25,000 $1,250/$0
Thomas A. Masilla, Jr... 2,000 $2,625 19,000/25,000 $0/$0
Agreements with Executive Officers. The Company has entered into an
agreement with each of its executive officers. 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 $195,000 for Mr. Masilla).
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) two times the sum of his annual
salary and one-half the amount of the bonuses and nonelective deferred
compensation paid or credited to him in the past 24 months plus continuation
of life and health insurance benefits for 24 months.
Compensation Committee Report. During 1995, the members of the Company's
Compensation Committee were Messrs. Judell and McFarland. The Compensation
Committee believes 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.
8
In furtherance of these policies the Company adopted the agreements with
officers, Non-Elective Deferred Compensation Agreements and which are
described elsewhere in this Proxy Statement. The Company also adopted an
Incentive Award Plan. 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 ("FFO"), which the Company and the real estate investment
trust industry 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
Company's compensation program to determine whether it is providing the
incentives for which it is intended.
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 officer's level 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) and the success of the Company's
recent program of acquiring new properties, the strategy for which was
developed under Mr. Lassen's direction.
In determining compensation to be paid to the executive officers of the
Company other than Mr. Lassen in 1995, 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 putting into effect 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.
The Compensation Committee believes that FFO is an important measure of the
financial performance of a real estate investment trust, and the Incentive
Award Plan bases its awards on FFO. The Company's FFO decreased from $1.29 in
1994 to $1.28 in 1995. Because of this, upon recommendation of Management the
Compensation Committee decided not to grant significant bonuses to executive
officers of the Company, and granted Mr. Lassen no bonus and bonuses of $1,783
(paid one-half in cash and one-half in Shares) to the Company's other
executive officers.
HAROLD B. JUDELL
JAMES W. MCFARLAND
9
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 on the Company's
Shares over the five years ending December 31, 1995 against the cumulative
return of the Standard & Poor's 500 and a Peer Group of diversified REITS. The
companies contained in the Peer Group are listed in the footnote below.
1990 1991 1992 1993 1994 1995
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The Company 100 137.92 148.94 168.52 168.29 159.23
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S&P 500 100 130.47 140.41 154.56 156.28 207.25
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Peer Group(1) 100 128.32 154.20 176.17 184.81 217.17
- --------
(1) The Peer Group consists of the following companies in addition to the
Company: Allied Capital Commercial Corporation, Angeles Mortgage
Investment Trust, Arizona Land Income Corporation, Boddie-Noell
Properties, BRT Realty Trust, Colonial Properties Trust, California Real
Estate Investment Trust, Cousins Properties Incorporated, CV REIT, Inc.,
Duke Realty Investments, Inc., EastGroup Properties, EQK Realty Investors
I, Franklin Real Estate Income Fund, Glenborough Realty Trust, Inc.,
HMG/Courtland Properties, Inc., Income Opportunity Realty Trust, LNH REIT,
Inc., Lexington Corporate Properties, Inc., Metropolitan Realty
Corporation, MGI Properties, 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, Realty ReFund Trust, Santa Anita Realty Enterprises,
Inc., Transcontinental Realty Investors, Banyan Strategic Realty Trust,
Value Property Trust, Vanguard Real Estate Fund I, Vanguard Real Estate
Fund II, and Washington Real Estate Investment Trust.
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 1,000 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"), in which a beneficial minority interest is directly owned
by Sidney W. Lassen and the balance is owned by members of the families of Mr.
Lassen's wife, her mother and her father's estate. Mr. Lassen serves as an
officer of Sizeler Realty.
Under the Management Agreement, which was entered into when the Company was
organized in October 1986 and which 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, etc.
Upon request of the Company, the Management Company performs or causes to be
performed advertising, promotion, market research and management information
and data processing services.
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
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 1995, the Company paid the Management Company $2,624,000 consisting
of management and leasing fees and reimbursement for certain administrative
expenses. Funds from operations per share were $1.28 in 1995 and $1.29 in
1994. Accordingly, downward adjustment of the Management Fee from .65% of the
Company gross investment in real estate to .643% was made by mutual agreement
of the Company and the Management Company at the end of 1995.
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, 1995.
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 the 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,
1995, total payments by the Company under the ground lease amounted to
$52,000.
The Company leases approximately 14,000 square feet at the Westland Shopping
Center to Sizeler where it maintains its principal executive offices. The
lease initially 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, 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 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, 1995, maturing in March 1999, secured by the Southwood 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 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 Southland Mall, North Shore Mall, Delchamps Plaza, Hammond Square
Shopping Center, Westgate Shopping Center, Westland Shopping Center, Airline
Shopping Center, Azalea Gardens Shopping Center, Colonial Shopping Center,
Steeplechase Apartments, Garden Lane Apartments, Georgian Apartments, Colonial
Manor Apartments and Magnolia Place Apartments through partnerships in which
the Company has a 99% interest and its partner has a 1% interest. In each
case, its partner is a wholly-owned subsidiary of Sizeler Realty.
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. RATIFICATION OF THE SIZELER PROPERTY INVESTORS, INC.
1996 STOCK OPTION PLAN
At the Meeting, stockholders will be asked to vote on a proposal to ratify
the adoption by the Board of Directors of the Sizeler Property Investors, Inc.
1996 Stock Option Plan (the "1996 Plan"). The affirmative vote of a majority
of the Shares present (in person or represented by proxy) and entitled to vote
at the meeting is required for ratification of the 1996 Plan. The directors
recommend a vote FOR the ratification of the 1996 Plan. Unless instructed
otherwise, proxies will be voted FOR ratification of the 1996 Plan. The 1996
Plan is substantially similar to the 1986 Option Plan, which will expire in
October 1996. The 1996 Plan will replace the 1986 Option Plan.
SUMMARY OF THE 1996 PLAN
(This summary of the 1996 Plan is qualified in its entirety by the text of
the 1996 Plan which is attached hereto as Exhibit A.)
The 1996 Plan authorizes the issuance of up to an aggregate of 350,000
Shares pursuant to incentive stock options under Section 422A of the Code to
key employees of the Company and non-qualified stock options to key employees
and directors of the Company during the ten year period beginning February 1,
1996. An option entitles the optionee to purchase Shares at the exercise price
specified in the option; in order to obtain the Shares, the optionee must pay
the exercise price in cash, Shares or a combination of both.
Non-Employee Director Options. Of the 350,000 Shares authorized for issuance
pursuant to the 1996 Plan, a maximum of 125,000 Shares may be issued to
directors of the Company who are not, and have not been for at least one year
prior to the date of determination, employees of the Company ("Non-Employee
Directors"). Under the 1996 Plan, each person who first becomes a Non-Employee
Director after February 1, 1996 will automatically be granted on the date such
person becomes a Non-Employee Director a non-qualified stock option to
purchase 5,000 Shares. On the last business day of January in each year
following the year in which a Non-Employee Director is first granted an option
to purchase Shares under the 1996 Plan, each Non-Employee Director will
automatically be granted a non-qualified stock option to purchase 1,000
Shares, except that (i) the total number of Shares with respect to which
options may be granted to any one Non-Employee Director cannot exceed 25,000
and (ii) if there are insufficient Shares remaining of the 125,000 reserved
for Non-Employee Director options, the Shares subject to the option will be
reduced in the proportion that the total number of Shares with respect to
which options would have otherwise been automatically granted to Non-Employee
Directors on that date bears to the total number of Shares available. The
option exercise price for Non-Employee Director options is the average of the
high and low sales price for a Share on the New York Stock Exchange on the
date of grant. Such options are exercisable in full six months after the date
of grant and expire ten years after the date of grant or, if earlier, six
months after the termination of the optionee's service as a Non-Employee
Director or Employee.
Key Employee Options. The Compensation Committee of the Board of Directors
(the "Committee") determines, in its discretion, the officers and employees
who are to receive options, the number of Shares which may be issued under
such option, and the terms, conditions and periods of exercisability of each
option. Under the 1996 Plan, the Committee must be comprised of Non-Employee
Directors, and Non-Employee Directors are not eligible to participate in the
1996 Plan except to the extent they are entitled to the automatic grant of
options pursuant to the provisions of the 1996 Plan applicable to Non-Employee
Directors discussed above.
Options granted to officers and employees are exercisable no earlier than
twelve months after the date of grant and expire ten years after the date of
grant or, if earlier, upon the termination of the optionee's employment,
except that options exercisable on the date of an optionee's termination
remain exercisable for specified periods after the termination, but not beyond
ten years after the date of grant. The Committee may determine the exercise
price of options granted to officers and employees, but the price may not be
less than the fair market value (average of the high and low sales price for
Shares on the Exchange) on the date of grant.
13
General Provisions. Outstanding options are subject to adjustment in the
event of a stock dividend, stock split or other change in the Company's
capital structure and, in the sole discretion of the Committee, in the event
of a merger or consolidation in which the Company is not the survivor, a
dissolution or liquidation of the Company or a change in ownership of more
than 45% of the outstanding shares as a result of concerted action by one or
more persons. No amendment to the 1996 Plan which would (i) materially
increase the costs of the 1996 Plan to the Company, (ii) increase the number
of shares which may be issued under the 1996 Plan (other than increases by
reason of a stock dividend or stock split), (iii) change the class of persons
eligible to receive options under the 1996 Plan, (iv) extend the term of the
1996 Plan, or (v) provide for the administration of the 1996 Plan other than
by a committee comprised entirely of Non-Employee Directors, can be made
without the approval of the stockholders of the Company.
OUTSTANDING OPTIONS
As of the date hereof, there are no options issued and outstanding under the
1996 Plan.
TAX INFORMATION
An optionee granted a non-qualified stock option will not recognize income
for federal income tax purposes upon the grant of the option but will, upon
the exercise of the option, recognize ordinary income equal to the amount by
which the fair market value of the Shares acquired through the exercise of the
option exceeds the exercise price of the option.
An employee granted an incentive stock option under Section 422A of the Code
will not recognize income for federal income tax purposes upon the grant or
exercise of the option. However, the amount by which the fair market value of
the Shares acquired through the exercise of the stock option exceeds the
exercise price of the option is an item of tax preference for the purpose of
computing alternative minimum taxable income for the year of exercise.
When any optionee exercises a non-qualified option, the Company is entitled
to a deduction for federal income tax purposes equal to the amount of income
recognized by the employee upon the exercise of the option, provided federal
income tax withholding requirements are satisfied.
The Company is not entitled to a deduction for federal income tax purposes
in connection with the grant or exercise of an incentive stock option.
However, if within one year of an employee's acquisition of Shares through the
exercise of an incentive stock option the employee disposes of such Shares,
the employee will recognize ordinary income and the Company will be entitled
to a deduction in the year of the disposition equal to the amount by which the
fair market value of such Shares on the date of exercise (or, in certain
cases, if lower, the amount of the proceeds of the disposition) exceeds the
exercise price of the option.
An optionee's basis for determining capital gain or loss on the sale or
exchange of Shares acquired through the exercise of an option will be, in the
case of a non-qualified option, the exercise price of the option plus any
ordinary income recognized upon the exercise of the option, or, in the case of
an incentive stock option, the exercise price of the option plus, if the sale
or exchange occurs within one year of the employee's acquisition of the
Shares, any ordinary income recognized on such sale or exchange.
14
3. RATIFICATION OF AN AMENDMENT TO THE SIZELER PROPERTY INVESTORS, INC.
1994 DIRECTORS' STOCK OWNERSHIP PLAN
At the Meeting, stockholders will be asked to vote on a proposal to ratify
the adoption by the Board of Directors of an amendment (the "Amendment") to
the Sizeler Property Investors, Inc. 1994 Directors' Stock Ownership Plan (the
"Directors' Plan"). As described below, the Directors' Plan provides for
awards of Shares to directors, and stockholder ratification of the Amendment
is sought for the purpose of complying with Rule 16b-3 under the Securities
Exchange Act of 1934. Under the Amendment, the number of Shares granted as an
annual stock award to a director was increased from 750 to 1,000. The
directors recommend a vote FOR the Amendment. Unless otherwise instructed,
proxies will be voted FOR the Directors' Plan. The description of the
Directors' Plan set forth below is qualified in its entirety by the text of
the Directors' Plan, which is set forth in Exhibit B to this Proxy Statement.
MATERIAL FEATURES OF PLAN, AS AMENDED
The Directors' Plan provides for the payment of annual fees to directors of
the Company who are not salaried officers of the Company. The Directors' Plan
is intended to encourage directors to increase their proprietary interest in
the Company by receipt of their annual fees in the form of Shares. The
Directors' Plan provides for a stock award of 1,000 Shares to be made to each
director annually on the first business day following January 15. A newly
appointed or elected director shall also receive a stock award of 1,000 Shares
provided the director's appointment or election precedes October 1 of a year.
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. For purposes
of the Directors' Plan, the value of a Share is deemed to equal the average
closing price of a share on the New York Stock Exchange on the last five days
on which Shares were traded prior to the date of receipt of the annual stock
award. The Board of Directors may amend or terminate the Directors' Plan,
provided, however, that no amendment that would materially increase the
benefits accruing to directors may be made without stockholder approval.
AMOUNT OF AWARDS FOR 1996
Each director, except Mr. Lassen and Mr. Masilla (who are salaried
officers), received an award of 1,000 Shares on January 6, 1996. No directors
elected cash.
15
4. 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
KPMG Peat Marwick, LLP, independent accountants, has audited the books of
the Company since 1995. The Board of Directors has not yet appointed a firm to
act as auditors for the fiscal year ending December 31, 1996. A representative
of KPMG Peat Marwick, 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 1997
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 11, 1996,
in order to be considered for inclusion in the Company's proxy materials for
the 1997 Annual Meeting of Stockholders.
By Order of the Board of Directors
/s/ THOMAS A. MASILLA, JR.
----------------------------------
THOMAS A. MASILLA, JR.
President
16
EXHIBIT A
SIZELER PROPERTY INVESTORS, INC.
1996 STOCK OPTION PLAN
1. PURPOSE.
The purpose of the Sizeler Property Investors, Inc. 1996 Stock Option Plan
("Plan") is to offer officers, key employees and directors of Sizeler Property
Investors, Inc. (the "Company") the opportunity to own shares of Common Stock
of the Company and receive cash payments based on the performance of Common
Stock and, by doing so, to increase the incentive for such employees and
directors to put forth maximum effort for the success of the Company's
business. The Plan is intended to enhance the Company's ability to attract and
retain highly qualified persons for the successful conduct of its business.
2. DEFINITIONS.
As used in this Plan:
(a) "Common Stock" means the common stock, $.01 par value, of the
Company.
(b) "Key Employees" means officers and other key employees of the
Company.
(c) "Fair Market Value" of a share of Common Stock on any date means the
average of the high and low sales prices of a share of Common Stock if the
Company's stock is listed on an exchange or the average between the bid and
the asked price for that date if the shares are traded over-the-counter
(or, if no such shares were publicly traded on that date, the next
proceeding date that such shares were so traded), all as published in The
Wall Street Journal or in any other publication selected by the Committee;
provided, however, that if shares of Common Stock shall not have been
publicly traded for more than ten days immediately preceding such date,
then the Fair Market Value of a share of Common Stock shall be determined
by the Committee in such manner as it may deem appropriate.
(d) "Option" means an option granted pursuant to the Plan to purchase
shares of Common Stock, and may refer to either an incentive stock option
as defined in Section 422A of the Internal Revenue Code of 1986, as amended
("Code"), or a non-qualified stock option, that is, a stock option that is
not an incentive stock option.
(e) "Committee" means the Compensation Committee of the Board of
Directors of the Company or such other committee of the Board that the
Board has appointed to administer the Plan. The Committee shall consist of
two or more members of the Board of Directors of the Company who are Non-
Employee Directors. Members of the Committee shall be disinterested persons
as defined in Rule 16b-3 promulgated under the Securities Exchange Act of
1934, or any successor rule.
(f) "Non-Employee Director" means a director of the Company who is not,
and has not been for a period of at least one year prior to that date as of
which the determination is made, an employee of the Company.
3. ADMINISTRATION.
The Plan shall be administered by the Committee. The Committee shall have
all the powers vested in it by the terms of the Plan. The Committee shall be
authorized to interpret the Plan and the Options granted under the Plan, to
establish, amend, and rescind rules and regulations relating to the Plan, and
to make any determinations it believes necessary or advisable for the
administration of the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Option, SAR,
Restricted Stock or Incentive Compensation Unit in the manner and to the
extent the Committee deems desirable. Any decision of
A-1
the Committee in the administration of the Plan shall be in its sole
discretion and conclusive. The Committee may act only by a majority of its
members in office, except that the members of the Committee may authorize any
one or more of their number or any officer of the Company to execute and
deliver documents on behalf of the Committee.
4. SHARES AVAILABLE.
A total of 350,000 shares of Common Stock of the Company shall be available
for grant under the Plan, of which a maximum of 125,000 shares may be issued
to Non-Employee Directors upon the exercise of non-qualified stock options
granted pursuant to Section 5(c). The aggregate number of shares that may be
subject to an Option, SAR, Restricted Stock or Incentive Compensation Unit
shall not exceed the available number of shares. Upon the expiration or
termination in whole or part of any unexercised Option, the shares of Common
Stock subject to such Option shall again be available for grant under the
Plan.
5. GRANT OF OPTIONS.
(a) The Company may grant Options to Key Employees to purchase shares of
Common Stock under the Plan.
(b) The Committee shall select the Key Employees to whom Options are to be
granted and shall determine when Options are to be granted and the number of
shares to be subject to each Option. No incentive stock option shall be
granted to any employee who, at the time the incentive stock option would be
granted, owns stock possessing more than 10 percent of the combined voting
power of all classes of stock of the Company.
(c) Each person who first becomes a Non-Employee Director after February 1,
1996 will automatically be granted on the date such person becomes a Non-
Employee Director a non-qualified stock option to purchase 5,000 shares of
Common Stock. On the last business day of January in each calendar year
following the calendar year in which a Non-Employee Director is first granted
an Option to purchase Common Stock pursuant to this Section 5(c), the Non-
Employee Director will automatically be granted a non-qualified stock option
to purchase 1,000 shares of Common Stock, provided the optionee continues to
be a Non-Employee Director on such date. The following limitations shall apply
to the grant of Options pursuant to this Section 5(c):
(i) The aggregate number of shares of Common Stock with respect to which
Options may be granted to any one Non-Employee Director pursuant to this
Section 5(c) shall not exceed 25,000.
(ii) If on any date on which Options are to be granted to a Non-Employee
Director pursuant to this Section 5(c) there is an insufficient number of
shares of Common Stock available pursuant to Section 4 for the grant of
Options to Non-Employee Directors as provided in this Section 5(c), then
the number of shares subject to each Option granted pursuant to this
Section 5(c) on such date shall equal the number of shares that otherwise
would be subject to such Option except for this limitation multiplied by a
fraction, the numerator of which shall be the total number of shares then
available pursuant to Section 4 for the grant of Options to Non-Employee
Directors and the denominator of which shall be the aggregate number of
shares that otherwise would be granted pursuant to this Section 5(c), such
product to be rounded down to the nearest whole number.
(iii) No Options will be granted pursuant to this Section 5(c) after
February 1, 2006.
6. TERMS OF OPTIONS GRANTED TO KEY EMPLOYEES.
Each Option granted to a Key Employee under the Plan shall be evidenced by a
written stock option agreement executed by the Company and the holder of the
Option, in such form and upon such terms and conditions as the Committee shall
determine and as are consistent with the provisions of the Plan, including the
following:
A-2
(a) The purchase price of each share of Common Stock subject to an Option
shall not be less than the Fair Market Value of a share of Common Stock on the
date the Option is granted.
(b) An Option may be exercised in whole or in part from time to time during
such period as the Option shall specify, provided that no Option shall be
exercisable within one year after, or more than ten years after, the date of
the grant of the Option.
(c) An Option may require that the optionee represent at the time of each
exercise of the Option that the shares purchased are being acquired for
investment and not with a view to distribution.
(d) The purchase price of the shares with respect to which an Option is
exercised shall be payable in full on the date the Option is exercised, in
cash or, to the extent authorized by the Committee at the time the Option is
granted, in shares of Common Stock or in a combination of cash and such
shares. The value of a share of Common Stock delivered in payment of the
purchase price shall be its Fair Market Value on the date the Option is
exercised.
(e) An Option shall not be assignable or transferable by the employee to
whom granted except by will or the laws of descent and distribution and shall
be exercisable, during the employee's lifetime, only by him.
(f) An Option may require that the optionee sell back to the Company any
shares acquired pursuant to the exercise of the Option upon the termination of
the optionee's employment with the Company at the then Fair Market Value of
the shares as determined by the Committee, if such shares have not been
registered under applicable securities laws or if there is no public market
for such shares of the Company's Common Stock.
(g) Unless the Committee shall specify otherwise, the right of each optionee
to exercise his Option to purchase the number of shares to which his Option
initially related shall accrue on a cumulative basis as follows:
(i) One year after the Option is granted: 1/4
(ii) Two years after the Option is granted: 1/4
(iii) Three years after the Option is granted: 1/4
(iv) Four years after the Option is granted: 1/4
(h) Each agreement relating to an Option granted to a Key Employee shall
state the extent to which such Option is intended to be either an incentive
stock option or a nonqualified stock option.
(i) Any Option that has not already expired, shall expire upon the
termination of the optionee's employment with the Company, whether by death or
otherwise, and no shares of Common Stock may thereafter be purchased pursuant
to such Option, except that:
(i) An optionee may, within three months after the date of the
termination of his employment, purchase any shares of Common Stock that the
optionee was entitled to purchase under an Option on the date of the
termination of his employment. If the optionee is disabled (within the
meaning of Section 422A(c)(9) of the Code) upon the termination of his
employment, the three-month period provided in this paragraph shall be
extended to twelve months.
(ii) Upon the death of any optionee while employed with the Company, or
within the three-month period referred to in Section 6(i)(i) above (twelve
months, in the case of a disabled optionee), the optionee's estate or the
person to whom such optionee's rights under the Option are transferred by
will or the laws of descent and distribution may, within one year after the
date of the optionee's death, purchase any shares of Common Stock that the
optionee was entitled to purchase under an Option on the date of his death.
Nothing in this subsection shall authorize the exercise of an Option after
the expiration of the exercise period provided in the Option, nor later than
ten years after the date of the grant of the Option.
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7. ADDITIONAL TERMS OF INCENTIVE STOCK OPTIONS.
Each incentive stock option granted under the Plan shall be subject to the
following terms and conditions in addition to the terms and conditions
described in Section 6 above:
(a) The aggregate Fair Market Value (determined as of the date an incentive
stock option is granted) of the shares of Common Stock for which any employee
may be granted incentive stock options in any calendar year (under this Plan
and under all plans of the Company) shall not exceed $100,000 plus any "unused
limit carryover" to such year determined as provided in Section 422A of the
Internal Revenue Code.
(b) If an optionee disposes of shares acquired pursuant to the exercise of
an incentive stock option in a disqualifying disposition within the time
periods identified in Section 422(a)(1) of the Code, the optionee shall be
required to notify the Company of such disposition and provide the Company
with information as to the date of disposition, sales price, and number of
shares involved, and with any other information about such disposition that
the Company may reasonably request.
7.1 TERMS OF OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS.
Each Option granted under the Plan to a Non-Employee Director shall be
evidenced by a written stock option agreement executed by the Company and the
holder of the Option, including the following terms and conditions:
(a) The purchase price of each share of Common Stock subject to an Option
granted to a Non-Employee Director shall equal the Fair Market Value of a
share of Common Stock on the date the Option is granted.
(b) An Option granted to a Non-Employee Director shall be exercisable in
full on the date that is six months after the date of the grant of the Option
and, to the extent not already exercised, shall expire upon the earlier to
occur of (i) the date that is six months after the termination of the Non-
Employee Director's service as a Non-Employee Director or a Key Employee and
(ii) the date that is ten years after the date of the grant of the Option.
(c) An Option shall require that the optionee represent at the time of each
exercise of the Option that the shares purchased are being acquired for
investment and not with a view to distribution.
(d) The purchase price of the shares with respect to which an Option is
exercised shall be payable in full on the date the Option is exercised, in
cash or in shares of Common Stock or in a combination of cash and such shares.
The value of a share of Common Stock delivered in payment of the purchase
price shall be its Fair Market Value on the date the Option is exercised.
(e) An Option shall not be assignable or transferable by the optionee except
by will or the laws of descent and distribution and shall be exercisable,
during the optionee's lifetime, only by him.
8. ADJUSTMENT OF SHARES AVAILABLE.
If there is any change in the number of outstanding shares of Common Stock
of the Company through the declaration of stock dividends or through stock
splits, then the number of shares available for Options and of shares subject
to any Option shall be automatically adjusted. If there is any change in the
number of outstanding shares of Common Stock of the Company through any change
in the capital account of the Company or through any other transaction
referred to in section 425(a) of the Internal Revenue Code, then the number of
shares available for Options and of shares subject to any Option and the
purchase price of any share subject to any Option shall be appropriately
adjusted by the Committee, except to the extent the Committee takes other
action pursuant to the following paragraph.
Notwithstanding the provision of any other Section of this Plan, if the
Company shall not be the surviving corporation in any merger or consolidation,
or if the Company is to sell all or substantially all of its assets, or if
A-4
the ownership of more than 45 percent of the outstanding shares of Common
Stock shall change as a result of a concerted action by one or more persons or
corporations or if the Company is so made to effect such a change of
ownership, or if the Company is to be dissolved and liquidated (each such
event shall be referred to in this paragraph as a "Corporate Change"), then
the Committee in its sole discretion may (i) accelerate the time at which
Options then outstanding may be exercised so that such Options may be
exercised in full on or before a date fixed by the Committee, (ii) provide for
the purchase of each Option then outstanding for an amount of cash equal to
the excess of the Fair Market Value of the shares subject to such Option
(which in the event of a change in the ownership of more than 45 percent of
the outstanding shares of Common Stock shall not be less than the amount of
cash and the fair market value of other consideration tendered for such
outstanding shares) over the aggregate purchase price of the shares subject to
the Option, (iii) make such adjustments to Options then outstanding as the
Committee finds appropriate to reflect such Corporate Change, or (iv) cause
any surviving corporation in such Corporate Change to assume Options then
outstanding or substitute new options for such outstanding Options.
9. AMENDMENT.
The Board of Directors of the Company may amend the Plan in any respect,
provided, however, that without the approval of the stockholders of the
Company the Board may not (i) except as provided in Section 8, increase the
maximum number of shares of Common Stock that may be issued under the Plan as
set forth in Section 4 or decrease the minimum purchase price of shares of
Common Stock subject to an Option, as set forth in Sections 6(a) and 7.1(a);
(ii) extend the term of the Plan; (iii) change the classes of employees and
directors to whom Options may be granted under the Plan; (iv) provide for the
administration of the Plan otherwise than by a Committee composed entirely of
Non-Employee Directors as set forth in Section 2(e); or (v) materially
increase the cost of the Plan to the Company. No amendment of the Plan shall
adversely affect any right of any holder of an Option already granted without
such optionee's written consent.
10. TERMINATION OF PLAN.
The Board of Directors may terminate the Plan at any time with respect to
any shares of Common Stock that are not then subject to grants. Unless
terminated earlier by the Board of Directors, the Plan shall terminate on
February 1, 2006.
11. NO RIGHT TO CONTINUED EMPLOYMENT.
Nothing in the Plan or in any Option granted pursuant to the Plan shall
confer upon any employee the right to continue in the employ of the Company or
restrict the right of the Company to terminate the employment of any employee.
12. RIGHTS AS STOCKHOLDER.
No person shall have the rights of a stockholder with respect to shares of
Common Stock subject to an Option until the date of issuance, if any, of a
stock certificate pursuant to the exercise of an Option.
13. REGULATORY APPROVALS AND LISTING.
The Company shall not be required to issue any certificate or certificates
for shares of Common Stock upon the exercise of an Option prior to (a) the
obtaining of any approval from any government agency that the Company shall,
in its sole discretion, determine to be necessary or advisable, (b) the
admission of such shares to listing on any stock exchange on which the Common
Stock may then be listed, and (c) the completion of any registration or other
qualification of such shares under any state or Federal law or rulings or
regulations of any governmental body that the Company shall, in its sole
discretion, determine to be necessary or advisable.
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14. CONSTRUCTION.
The Plan shall be construed in accordance with the law of the State of
Delaware. With respect to any Options granted under the Plan that are intended
to qualify as incentive stock options as defined in Section 422A of the Code,
the terms of the Plan and of each incentive stock option granted pursuant to
the Plan shall be construed to effectuate such intention. The Committee shall
have the power to amend the Plan to conform with Section 422A of the Code or
of any new revenue laws of the United States that accord similar tax treatment
to stock option plans.
15. SATISFACTION OF TAX LIABILITIES.
Notwithstanding any other provision of this Plan, the Company shall not be
required to issue any certificate for shares of Common Stock upon the exercise
of an Option unless any Federal, state, or local tax withholding obligation
incurred by the Company in connection with the exercise of the Option has been
provided for by the optionee through the delivery of a sufficient amount of
cash to the Company or, with the consent of the Committee, through the
retention of shares of Common Stock otherwise issuable on the exercise of the
Option or the delivery of Common Stock to the Company by the optionee, under
such terms as the Committee finds appropriate. Whenever under the Plan
payments are made in cash, such payments shall be net of amounts sufficient to
satisfy federal, state and local withholding tax requirements.
A-6
EXHIBIT B
SIZELER PROPERTY INVESTORS, INC.
1994 DIRECTORS' STOCK OWNERSHIP PLAN
AS AMENDED THROUGH FEBRUARY 1, 1996
TABLE OF CONTENTS
SECTION TITLE PAGE NO.
------- ----- --------
Section 1. Introduction............................................ 1
Section 2. Purposes................................................ 1
Section 3. Participation........................................... 1
Section 4. Annual Stock Award...................................... 1
Section 5. Issuance of Shares...................................... 1
Section 6. Restrictions on Issuance of Shares; Rights as
Shareholders........................................... 1
Section 7. Cash Election........................................... 2
Section 8. Administration.......................................... 2
Section 9. No Assignment........................................... 2
Section 10. Capital Adjustments..................................... 3
Section 11. Amendment and Termination............................... 3
Section 12. Approval of Shareholders................................ 3
Section 13. Other Director Compensation............................. 3
Section 14. Authorization........................................... 3
B-2
SIZELER PROPERTY INVESTORS, INC.
1994 DIRECTORS' STOCK OWNERSHIP PLAN
AS AMENDED THROUGH FEBRUARY 1, 1996
SECTION 1. INTRODUCTION
Sizeler Property Investors, Inc. (the "Company"), established the Sizeler
Property Investors, Inc. 1994 Directors' Stock Ownership Plan effective
January 1, 1994, and amended the plan by the First Amendment effective August
1, 1994. The plan as restated to incorporate the amendments made by the First
Amendment is set forth below and is to be known as the Sizeler Property
Investors, Inc. Directors' Stock Ownership Plan as amended effective August 1,
1994 (the "Plan").
In connection with the establishment of the Plan, the Company determined to
grant no additional options under the 1989 Directors' Stock Option Plan.
SECTION 2. PURPOSES
The purpose of the Plan is to promote the interests of the Company and its
shareholders by strengthening the Company's ability to attract and retain the
services of experienced and knowledgeable directors and by encouraging
directors to increase their proprietary interest in the Company through
receipt of their annual fees in the form of shares of the common stock, $.01
par value, of the Company ("Shares").
SECTION 3. PARTICIPATION
Each member of the Company's Board of Directors (a "Director") shall be
eligible to participate in the Plan.
SECTION 4. ANNUAL STOCK AWARD
(a) There shall be an Annual Award Date under this Plan for each calendar
year beginning with 1994. The Annual Award Date shall be the first business
day following January 15 of the calendar year, except that for the year 1995
the Award Date shall be February 15.
On each Annual Award Date, each then-current Director shall automatically
receive an award of 1,000 Shares. Such an award and any award pursuant to
Section 4(b) shall be referred to in this Plan as the Annual Stock Award.
(b) A Director who is elected to the Board of Directors at an annual meeting
of shareholders or who is appointed to fill a vacancy on the Board of
Directors at any time prior to the October 1 of any calendar year and who has
not previously been issued an Annual Stock Award for the calendar year in
which the Director was so elected or appointed shall receive an Annual Stock
Award for that calendar year five business days after the date of such
election or appointment to the Board.
SECTION 5. ISSUANCE OF SHARES
Subject to the provisions of Sections 6, 7, and 12 the Company shall issue
to an eligible Director the requisite number of Shares included in an Annual
Stock Award as soon as practicable following the date of receipt of the Annual
Stock Award.
SECTION 6. RESTRICTIONS ON ISSUANCE OF SHARES; RIGHTS AS SHAREHOLDERS
The obligation of the Company to issue Shares pursuant to an Annual Stock
Award shall be subject to the condition that, should the Board of Directors of
the Company determine that the listing, registration, or
B-3
qualification of the Shares upon any securities exchange or under any state or
federal law or the consent or approval of any regulatory body is necessary or
desirable as a condition to or in connection with the issuance of the Shares,
no such Shares may be issued unless such listing, registration, qualification,
consent, or approval has been effected or obtained free of any conditions not
acceptable to the Board of Directors.
The certificates representing Shares issued by the Company in connection
with an award under this Plan may bear a legend describing any restrictions on
resale of such Shares under applicable securities laws and stop transfer
orders with respect to such certificates may be entered on the Company's stock
transfer records.
A Director will have no rights as a shareholder of the Company with respect
to any Shares to be issued in connection with an award under this Plan until
the date of issuance of the certificate for such Shares. No adjustment shall
be made for dividends or other rights for which the record date precedes the
date the certificate is issued.
SECTION 7. CASH ELECTION
Except as provided in paragraph (iii) below, a Director who will be eligible
for an Annual Stock Award on an Annual Award Date may elect a cash payment in
the amount described below (the "Cash Substitute") instead of the issuance of
some or all of the Shares included in the Director's Annual Stock Award. The
Company shall pay the Cash Substitute as soon as practicable following the
Annual Award Date.
The Cash Substitute shall equal 90 percent of the value, as determined
below, of that number of Shares included in the Annual Stock Award that the
Director elects not be issued. For the purposes of this Plan, the value of
each Share included in the Annual Stock Award shall be deemed to equal the
average closing price of a Share on the New York Stock Exchange (or, if not
listed on that exchange, on any other national securities exchange or over-
the-counter market selected by the Board of Directors on which the Shares were
traded) on the last five days preceding the Annual Award Date on which Shares
were traded, as reported in The Wall Street Journal or another publication
selected by the Board of Directors.
To elect the Cash Substitute, a Director shall file an irrevocable written
election with the Secretary of the Company by the June 30 preceding the Annual
Award Date, subject to the following provisions:
(i) An election relating to an Annual Stock Award to be made on January
17, 1994, may be filed until January 14, 1994.
(ii) An election relating to an Annual Stock Award to be made on February
15, 1995, may be filed until August 12, 1994.
(iii) A Director may not elect a Cash Substitute for an Annual Stock
Award to be made pursuant to Section 4(b) upon the Director's election or
appointment to the Board of Directors, nor may a Director elect a Cash
Substitute for an Annual Stock Award to be made on an Annual Award Date
unless the Director was a Director on and filed an election on or before
the last date for filing an election relating to that Annual Award Date.
SECTION 8. ADMINISTRATION
The Board of Directors shall administer the Plan. Any determination of the
Board of Directors with respect to participation, the amount of awards, the
payment of awards, or any matter involving the interpretation of the Plan
shall be conclusive and binding on all participants.
SECTION 9. NO ASSIGNMENT
A Director may not assign any right to an award or payment under this Plan,
and awards and payments shall not be subject to alienation whether by
garnishment, lien, or otherwise, except as required by law.
B-4
SECTION 10. CAPITAL ADJUSTMENTS
The number of Shares included in an Annual Stock Award pursuant to Section 4
shall be proportionately adjusted for any increase or decrease in the number
of issued Shares resulting from a stock dividend, stock split,
reclassification, recapitalization, combination or exchange with respect to
the Shares.
SECTION 11. AMENDMENT AND TERMINATION
The Board of Directors of the Company may amend or terminate this Plan at
any time by resolution, provided, however, that no amendment or termination of
the Plan may adversely affect any award to which a Director has previously
become entitled, and provided further that no amendment that would materially
increase the benefits accruing to Directors shall be made without the approval
of the Company's shareholders.
SECTION 12. APPROVAL OF SHAREHOLDERS
This Plan shall be effective immediately upon approval by the Company's
shareholders. Any issuance of Shares prior to the approval of the Plan by the
Company's shareholders may be conditional upon the subsequent approval of
shareholders at the next annual meeting of shareholders.
SECTION 13. OTHER DIRECTOR COMPENSATION
This Plan does not preclude payment of fees to a Director for attendance at
meetings of the Board of Directors and of committees of the Board of Directors
in such amounts and upon such terms as the Board of Directors shall approval
from time to time.
SECTION 14. AUTHORIZATION
The Board of Directors of the Company authorized the establishment of this
Plan by action duly taken at its meeting on October 29, 1993.
B-5
SIZELER PROPERTY INVESTORS, INC.
2542 WILLIAMS BOULEVARD
KENNER, LOUISIANA 70062
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
P
The undersigned hereby appoints SIDNEY W. LASSEN and THOMAS A.
R MASILLA, JR., and each or either of them, Proxies for the
undersigned, with full power of substitution, to vote all shares
O of Common Stock, par value $.01 per share, of Sizeler Property
Investors, Inc. (the "Company"), which the undersigned would be
X entitled to vote at the Annual Meeting of Stockholders, to be held
at the Four Seasons Ocean Grand Hotel, 2800 South Ocean Boulevard,
Y Palm Beach, Florida, on Friday, May 10, 1996, at 10:00 a.m., local
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 1999
and until their successors are duly elected and qualified.
Francis L. Fraenkel and Sidney W. Lassen
2. Ratification of the Sizeler Property Investors, Inc. 1996
Stock Option Plan.
3. Ratification of an Amendment to the Sizeler Property
Investors, Inc. 1994 Directors' Stock Ownership Plan.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY
THE STOCKHOLDER. THE BOARD OF DIRECTORS FAVORS A VOTE FOR THE
PROPOSALS ABOVE. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
FOR PROPOSALS 1, 2 and 3.
(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 below WITHHOLD AUTHORITY
(except as marked to vote for all
to the contrary below) noiminees listed below
1. ELECTION OF DIRECTORS: / / / /
See Reverse Side.
For, except vote withheld from the following nominees(s):
--------------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of the Sizeler / / / / / /
Property Investors, Inc.
1996 Stock Option Plan.
FOR AGAINST ABSTAIN
3. Ratification of an Amendment / / / / / /
to the Sizeler Property
Investors, Inc. 1994
Directors' Stock Ownership Plan
4. In their discretion, the Proxies
are authorized to vote upon such
other business as may properly
come before the meeting or any
adjournments thereof.
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.