SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SIZELER PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Delaware 72-1082589
----------------------------------------------------------
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
2544 Williams Boulevard, Kenner, LA 70062
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
------------------------------- -----------------------
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and
is effective pursuant to General Instruction A.(c), check
the following box: [X]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act
and is effective pursuant to General Instruction A.(d),
check the following box: [_]
Securities Act registration statement file number of which this form relates:
_______________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
none
-----------------------
(title of class)
Page 1 of 8
Item 1. Description of Registrant's Securities to be Registered.
On August 6, 1998, the Board of Directors of Sizeler Property Investors,
Inc. (the "Company") adopted a replacement shareholder rights plan to supersede
the original shareholder rights plan in effect since May 19, 1989.
With respect to the replacement rights plan, on August 6, 1998, the Board
of Directors of the Company declared a dividend distribution of one Right for
each outstanding share of the Company's common stock, par value $0.01 per share
(the "Common Stock"), to stockholders of record at the close of business on
August 27, 1998. Each Right entitles the registered holder to purchase from the
Company one one-thousandth (1/1,000) of a share of Series A Preferred Stock, par
value $0.01 per share (the "Preferred Stock"), at a Purchase Price of $40 per
one one-thousandth (1/1,000) of a share, subject to adjustment. The description
and terms of the Rights are set forth in a Rights agreement (the "Rights
Agreement") between the Company and The Bank of New York, as Rights Agent (the
"Rights Agent").
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock upon the earlier
of (i) ten (10) business days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of fifteen percent (15%)
or more of the outstanding shares of Common Stock (the "Stock Acquisition
Date"), (ii) ten (10) business days (or such later date as the Board of
Directors determines) following the commencement of a tender or exchange offer
that would result in a person or group beneficially owning fifteen percent (15%)
or more of such outstanding shares of Common Stock or (iii) ten (10) business
days after the Board of Directors declares that a person or group of affiliated
or associated persons (an "Adverse Person") owns a substantial percentage of the
outstanding common stock (not less than 10%) and determines that such person's
ownership (a) is intended to cause pressure on the Company to take action or
enter into a transaction or series of transactions intended to provide such
person with short-term financial gain under circumstances where the best long-
term interests of the Company and its shareholders would not be served by such
action or transactions at that time or (b) is causing or is reasonably likely to
cause a material adverse impact on the business or prospects of the Company
(including but not limited to, jeopardization of the Company's status as a real
estate investment trust under the Internal Revenue Code of 1986, as amended,
impairment or relationships with the Company's tenants, customers, lenders,
providers of financial and other services, or regulators or impairment of the
Company's ability to maintain its competitive position). The date the Rights
separate is referred to as the "Distribution Date."
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates (ii) new Common Stock certificates issued after August 27, 1998
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificates. Pursuant to the Rights
Page 2 of 8
Agreement, the Company reserves the right to require prior to the occurrence of
a Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock will
be issued.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on August 27, 2008, unless earlier redeemed by the
Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates will represent the Rights. Except in connection with shares of
Common Stock issued or sold pursuant to the exercise of stock options or under
any employee plan or arrangement, or upon the exercise, conversion or exchange
of securities hereafter issued by the Company, or as otherwise determined by the
Board of Directors, only shares of Common Stock issued prior to the Distribution
Date will be issued with Rights.
In the event that (i) the Company is the surviving corporation in a merger
or other business combination with an Acquiring Person or Adverse Person (or any
associate or affiliate thereof) and its Common Stock remains outstanding and
unchanged, (ii) any person shall acquire beneficial ownership of more than
fifteen percent (15%) of the outstanding shares of Common Stock (except pursuant
to (A) certain consolidations or mergers involving the Company or sales or
transfers of the combined assets, cash flow or earning power of the Company and
its subsidiaries or (B) an offer for all outstanding shares of Common Stock at a
price and upon terms and conditions which a majority of the Disinterested
Directors (as defined below) determines to be in the best interests of the
Company and its stockholders) or (iii) there occurs a reclassification or
securities, a recapitalization of the Company or any of certain business
combinations or other transactions (other than certain consolidations and
mergers involving the Company and sales or transfer of the combined assets, cash
flow or earning power of the Company and its subsidiaries) involving the Company
or any of its subsidiaries which has the effect of increasing by more than one
percent (1%) the proportionate share of any class of the outstanding equity
securities of the Company or any of its subsidiaries beneficially owned by an
Acquiring Person or Adverse Person (or any associate or affiliate thereof), each
holder of a Right (other than the Acquiring Person or Adverse Person and certain
related parties) will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain related parties) will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the Purchase Price of the Right. However, Rights are not exercisable following
the occurrence of any of the events described above until such time as the
Rights are no longer redeemable by the Company as described below.
Notwithstanding any of the foregoing, following the occurrence of any of the
events described in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person or Adverse Person will be null and void.
For example, at a Purchase Price of $40 per Right, each Right not owned by
an Acquiring Person or Adverse Person (or by certain related parties or
transferees thereof) following an event set forth in the preceding paragraph
would entitle its holder to purchase
Page 3 of 8
$80 worth of Common Stock (or other consideration, as noted above) for $40.
Assuming that the Common Stock had a per share market price of $10 at such time,
the holder of each valid Right would be entitled to purchase eight shares of
Common Stock for $40.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company enters into a merger or other business combination transaction in
which the Company is not the surviving corporation, (ii) the Company is the
surviving corporation in a consolidation, merger or similar transaction pursuant
to which all or part of the outstanding shares of Common Stock are changed into
or exchanged for stock or other securities of any other person or cash or any
other property or (iii) more than fifty percent (50%) of the combined assets,
cash flow or earning power of the Company and its subsidiaries is sold or
transferred (in each case other than certain consolidations with, mergers with
and into, or sales of assets, cash flow or earning power by or to subsidiaries
of the Company as specified in the Rights Agreement), each holder of a Right
(except Rights which previously have been voided as set forth above) will
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the Purchase Price of the
Right. The events described in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."
The Purchase Price payable, the number and kind of shares covered by each
Right and the number of Rights outstanding are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock, (ii) if
holders of the Preferred Stock are granted certain rights, options or warrants
to subscribe for Preferred Stock or securities convertible into Preferred Stock
at less than the current market price of the Preferred Stock, if applicable, or
(iii) upon the distribution to holders of the Preferred Stock of evidences of
indebtedness, cash (excluding regular quarterly cash dividends), assets (other
than dividends payable in the Preferred Stock) or subscription rights or
warrants (other than those referred to in (ii) immediately above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least one percent (1%) of the
Purchase Price. No fractional shares of Preferred Stock are required to be
issued (other than fractions which are integral multiples of one one-thousandth
(1/1,000) of a share of Preferred Stock) and, in lieu thereof, the Company may
make an adjustment in cash based on the market price of the Preferred Stock, if
applicable, on the trading date immediately prior to the date of exercise.
At any time after any person or group becomes an Acquiring Person or
Adverse Person and prior to the acquisition by such person or group of fifty
percent (50%) or more of the outstanding shares of Common Stock, the Board of
Directors of the Company may, without payment of the Purchase price by the
holder, exchange the Rights (other than Rights owned by such person or group,
which will become void), in whole or in part, for shares of Common Stock at an
exchange ratio of one-half (1/2) the number of shares of Common Stock (or in
certain circumstances Preferred Stock) for which a Right is exercisable
immediately prior to the time of the Company's decision to exchange the Rights
(subject to adjustment).
Page 4 of 8
At any time until (10) business days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$0.001 per Right (payable in cash, shares of Common Stock or other consideration
deemed appropriate by the Board of Directors). Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$0.001 redemption price. Notwithstanding the foregoing provisions of this
paragraph, the Rights generally may not be redeemed during the 180-day period
immediately following a change in a majority of the Board which was not
nominated by the Board in office immediately prior to the meeting or meetings at
which the majority was elected as a result of a proxy contest or other action.
Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date; provided, that
any amendments after the Stock Acquisition Date must be approved by a majority
of the Disinterested Directors and no amendment to adjust the time period
governing redemption can be made at such time as the Rights are not redeemable.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, inconsistency or defect, to
make changes which do not adversely affect the interest of holders of Rights
(excluding the interest of any Acquiring Person or Adverse Person) or to shorten
or lengthen any time period under the Rights Agreement; provided, that any
amendments after the Stock Acquisition Date must be approved by a majority of
the Disinterested Directors. Notwithstanding the foregoing, the approval of a
majority of Disinterested Directors is not required for an amendment or
supplement after the expiration of the 180-day period referred to in the
preceding paragraph.
The term "Disinterested Director" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date of the
Rights Agreement, and any person who is subsequently elected to the Board if
such person is recommended or approved by a majority of the Disinterested
Directors, but does not include an Acquiring Person or Adverse Person, or an
affiliate or associate of an Acquiring Person or Adverse Person or any
representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for the Common Stock (or other consideration) of the Company or for
common stock of an acquiring company as set forth or in the event that the
Rights are redeemed.
Page 5 of 8
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: August 25, 1998
SIZELER PROPERTY INVESTORS, INC.
By /s/ Thomas A. Masilla, Jr.
______________________________
Thomas A. Masilla, Jr.
Vice Chairman and President
Page 6 of 8
Item 2. Exhibits
4 Rights Agreement, dated as of August 6, 1998, by and between
Sizeler Property Investors, Inc. and The Bank of New York, as
Rights Agent.
20 Letter to Shareholders of Sizeler Property Investors, Inc. dated
August 10, 1998, with attached Summary of Rights to Purchase
Preferred Shares (to be mailed on or before August 21, 1998).
99 Press Release dated August 6, 1998.
Page 7 of 8
EXHIBIT INDEX
Exhibit
Number Description
4 Rights Agreement, dated as of August 6, 1998, by and
between Sizeler Property Investors, Inc. and The Bank
of New York, as Rights Agent.
20 Letter to Shareholders of Sizeler Property Investors,
Inc. dated August 10, 1998, with attached Summary of
Rights to Purchase Preferred Shares (to be mailed on or
before August 21, 1998).
99 Press Release dated August 6, 1998.
Page 8 of 8