AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SIZELER PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Delaware 72-1082589
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2542 Williams Boulevard
Kenner, Louisiana 70062
(504) 471-6200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
SIDNEY W. LASSEN, Chairman
2542 Williams Boulevard
Kenner, Louisiana 70062
(504) 471-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copies to:
WILLIAM I. SCHAPIRO, ESQ.
Jaeckle Fleischmann & Mugel, LLP
800 Fleet Bank Building, Twelve Fountain Plaza
Buffalo, New York 14202
(716) 856-0600
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to a dividend or interest reinvestment plan, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
CALCULATION OF REGISTRATION FEE
===============================================================================================
Title of Each Class Proposed Maximum Proposed Maximum
of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Unit Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------
Common Stock 600,000 Shares $8.66 $5,196,000 1,444.48(1)
================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the rules and regulations under the Securities Act
and based upon the average of the high and low sales prices of the Common Stock
on April 23, 1999.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
PROSPECTUS
SUBJECT TO COMPLETION
DATED APRIL _____, 1999
SIZELER PROPERTY INVESTORS, INC.
DIRECT STOCK PURCHASE
AND
DIVIDEND REINVESTMENT PLAN
-----------------------------------------
COMMON STOCK, $0.01
PAR VALUE PER SHARE
-----------------------------------------
Sizeler Property Investors, Inc. (the "Company") is offering its
stockholders and other investors the opportunity to purchase shares of our
common stock, $0.01 par value per share ("Common Stock"), pursuant to Sizeler's
Direct Stock Purchase and Dividend Reinvestment Plan (the "Plan"). The Plan
allows stockholders to automatically reinvest (without brokerage commissions or
other expenses) some or all cash dividends that we may declare at a 3% discount
from current market prices. The Plan also provides a method for all investors
to purchase shares of Common Stock directly from us at a 3% discount from
current market prices.
Some of the significant features of the Plan are as follows:
. Automatic reinvesting of cash dividends on all shares held in
their name.
. Automatic reinvestment of cash dividends on less than all the
shares of Common Stock held in their name while continuing to
receive the remainder of their cash dividends.
. Initial investments of $500 to $20,000.
. Optional cash investments of $50 to $20,000 per month.
. 3% discount from current market prices on Common Stock purchased
via dividend reinvestment and direct stock purchase.
. Automatic monthly investments through electronic funds transfers.
Participation in the Plan is entirely voluntary, and participants may
terminate their participation at any time. Stockholders that do not choose to
participate in the Plan will continue to receive cash dividends, as declared, in
the usual manner.
The Bank of New York is the administrator of the Plan and acts as
agent for participants in the Plan.
This Prospectus relates to 600,000 shares of Common Stock offered for
purchase under the Plan. It should be retained for future reference. Our
Common Stock is presently listed for trading on the New York Stock Exchange,
Inc. ("NYSE") under the symbol "SIZ." To maintain our qualification as a real
estate investment trust ("REIT") for federal income tax purposes, our Restated
Certificate of Incorporation, as amended, imposes limitations on the number of
shares of capital stock that may be held by any stockholder. See "Restrictions
on Ownership of Shares."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------------------
The date of this Prospectus is April ___, 1999.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith file reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by us may be inspected at and, upon
payment of the Commission's customary charges, copies obtained from, the Public
Reference Section maintained by the Commission, 450 Fifth Street, N.W.,
Washington, DC 20549. The public may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330. Such
reports, proxy statements and other information are also available for
inspection and copying at prescribed rates at the Commission's regional offices
in New York, New York (7 World Trade Center, 13th Floor, New York, New York
10048) and in Chicago, Illinois (Suite 1400, Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661-2511). The Commission maintains a Web site
(http://www.sec.gov) that also contains reports, proxy statements and other
information concerning the Company. In addition, the Common Stock is traded on
the NYSE under the symbol "SIZ" and reports and other information can be
inspected and copied at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
We have filed with the Commission a Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations promulgated thereunder, with
respect to the Common Stock. This Prospectus constitutes the Prospectus of the
Company, filed as part of the Registration Statement. As permitted by the rules
and regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement, and reference is made to the
Registration Statement and the exhibits listed therein, which can be inspected
at the public reference facilities of the Commission noted above, and copies of
which can be obtained from the Commission at prescribed rates as indicated
above. Statements contained in this Prospectus as to the contents of any
contract or other documents are not necessarily complete, and in each instance,
reference is made to the copy of such contract or document filed as an exhibit
to the Registration Statement, each such statement being qualified in all
respects by such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" into this
Prospectus the information we file with them. This means that we can disclose
important financial and other information in our Commission filings by referring
you to the documents containing this information. Incorporated into this
Prospectus by reference are the documents listed below filed by us under the
Exchange Act. Copies of any such documents are available without charge to each
person to whom a copy of this Prospectus has been delivered upon written or oral
request of such person to us, 2542 Williams Boulevard, Kenner, Louisiana 70062,
Attention: Chief Financial Officer; telephone number (504) 471-6200.
The following documents are hereby incorporated into this Prospectus
by reference and are made a part hereof:
(1) The Company's Registration Statement on Form 8-A dated December 2,
1986 (Commission File No. 1-9349).
(2) The Company's Registration Statement on Form 8-A filed August 26,
1998 (Commission File No. 1-9349).
(3) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998 (Commission File No. 1-9349).
(4) The Company's Proxy Material for its Annual Meeting of
Stockholders to be held on May 7, 1999 (Commission File
No. 1-9349).
(5) The Company's Current Report on Form 8-K filed August 20, 1998
(Commission File No. 1-9349).
All information incorporated by reference is part of this Prospectus,
unless that information is updated and superseded by the information contained
in this Prospectus or by any information filed subsequently that is incorporated
by reference or by any Prospectus Supplement. Each document filed by us
subsequent to the date of this Prospectus pursuant to Sections 13(a), 14 or
15(d) of the Exchange Act and prior to the termination of the offering of all
shares of Common Stock to which this Prospectus relates shall be deemed to be
incorporated by reference in this Prospectus and shall be part hereof from the
date of filing of such document. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus (in the case of a
previously filed document incorporated or deemed to be incorporated by reference
herein) or in any other subsequently filed document that is also incorporated or
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Subject to the foregoing, all information appearing in this Prospectus is
qualified in its entirety by the information appearing in the documents
incorporated by reference. You should rely only on the information contained in
this Prospectus or any Prospectus Supplement or information that is incorporated
by reference. We have not authorized anyone else to provide you with different
information. Information is accurate only as of the date of the document
containing the information, unless the information specifically indicates that
another date applies.
3
Unless the context otherwise requires, all references in this
Prospectus to the "Company" or use of pronouns such as "us", "we" or "our" shall
mean Sizeler Property Investors, Inc. and our subsidiaries on a consolidated
basis or, where the context so requires, Sizeler Property Investors, Inc. only,
and, as the context may require, our predecessors.
THE COMPANY
We are a self-administered equity REIT that invests in income-
producing shopping centers and apartment properties in the southern United
States. Our investment objective is to acquire and/or develop high-quality
properties at attractive initial yields with potential for future growth in cash
flows.
We were organized on October 28, 1986 as a Delaware corporation with
perpetual existence. Our principal executive offices are located at 2542
Williams Boulevard, Kenner, Louisiana 70062. Our telephone number is (504) 471-
6200.
USE OF PROCEEDS
We will receive proceeds pursuant to the Plan to the extent shares of
Common Stock are purchased directly from us. We do not know the number of
shares of Common Stock that will ultimately be purchased pursuant to the Plan,
or the prices at which such shares will be purchased. The proceeds, if any,
from purchases of shares of Common Stock under the Plan will be used for general
corporate purposes, including, without limitation, the acquisition of real
estate properties, to make improvements to properties, the repayment of debt and
to fund working capital requirements.
SUMMARY OF THE PLAN
The following summary description of the Plan is qualified by
reference to the full text of the Plan which is attached as an Exhibit to this
Prospectus. Terms used in the Summary have the meanings attributed to them in
the Plan.
Purpose of the Plan The purpose of the Plan is to provide our stockholders and
other investors with a convenient and economical way to
purchase shares of Common Stock and to build their
investment through automatic dividend reinvestment and
optional cash investments.
4
Features of the Plan There is no limit on the amount of dividends that may be
reinvested under the Plan. The minimum amount of optional
cash purchases under the Plan is $50 per month and the
maximum is $20,000 per month. Initial optional cash
investments are subject to a minimum of $500 and a
maximum of $20,000.
The Plan enables participants in the Plan
("Participants") to (i) have all or part of their Common
Stock dividends automatically invested in additional
shares of Common Stock; (ii) make additional cash
purchases of Common Stock, including monthly purchases by
automatic deduction from a designated bank account; and
(iii) make initial optional cash investments in Common
Stock through the Plan. The purchases set forth in (i)-
(iii) above will be made at a 3% discount from current
market prices.
Purchase Price The price of shares of Common Stock acquired through the
Plan as a result of the reinvestment of cash dividends,
initial optional cash investments and optional cash
investments will be at a 3% discount from current market
prices determined by averaging the high and low sales
prices on the date shares are purchased from us.
Plan Limitations Optional cash investments by current stockholders are
subject to a minimum investment of $50 and a maximum
investment of $20,000 per month.
Initial optional cash investments by persons not
currently stockholders of the Company are subject to a
minimum of $500 and a maximum of $20,000.
There is no limit to the amount of cash dividends that
you may reinvest in additional shares of Common Stock.
We reserve the right to set a minimum per share purchase
price for shares to be purchased pursuant to the Plan.
Number of Shares We have authorized 600,000 shares of Common Stock to be
issued and registered under the Securities Act for
offering pursuant to the Plan. Because we expect to
continue the Plan indefinitely, we expect to authorize
for issuance and register under the Securities Act
additional shares from time to time as necessary for
purposes of the Plan.
5
THE PLAN
The following questions and answers explain and constitute the Sizeler
Property Investors, Inc. Direct Stock Purchase and Dividend Reinvestment Plan as
in effect beginning June 1, 1999.
TABLE OF CONTENTS
PAGE NO.
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1. WHAT IS THE PURPOSE OF THE PLAN? 7
2. WHAT OPTIONS ARE AVAILABLE UNDER THE PLAN? 7
3. WHO WILL ADMINISTER THE PLAN? 8
4. WHAT ARE THE BENEFITS AND DISADVANTAGES OF THE PLAN? 9
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN? 10
6. HOW DOES AN ELIGIBLE HOLDER OF COMMON STOCK OR ANY OTHER INTERESTED
INVESTOR ENROLL IN THE PLAN AND BECOME A PARTICIPANT? 10
7. WHEN WILL SHARES BE ACQUIRED UNDER THE PLAN? 12
8. AT WHAT PRICE WILL SHARES BE PURCHASED? 12
9. MAY AN INVESTOR IMPOSE RESTRICTIONS WITH RESPECT TO OPTIONAL
CASH INVESTMENTS? 12
10. WILL FRACTIONAL SHARES BE PURCHASED? 13
11. WILL INTEREST BE PAID ON PLAN ACCOUNTS? 13
12. WILL CERTIFICATES BE ISSUED FOR SHARE PURCHASES? 13
13. MAY PARTICIPANTS DRAW CHECKS OR DRAFTS AGAINST SHARES? 13
14. MAY A PARTICIPANT ADD SHARES OF COMMON STOCK TO HIS OR HER ACCOUNT BY
TRANSFERRING STOCK CERTIFICATES THAT THE PARTICIPANT POSSESSES? 13
15. MAY PARTICIPANTS SELL SHARES HELD UNDER THE PLAN? 13
16. HOW WILL A PARTICIPANT'S SHARES BE VOTED? 14
6
17. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A
STOCK SPLIT OR RIGHTS OFFERING? 14
18. HOW MAY THE PLAN BE MODIFIED OR TERMINATED? 14
19. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE AGENT UNDER
THE PLAN? 15
20. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN
THE PLAN? 16
21. WHEN WILL PARTICIPATION IN THE PLAN BEGIN? 16
22. WHAT IS THE SOURCE OF SHARES TO BE PURCHASED UNDER THE PLAN? 17
23. HOW ARE THE OPTIONAL CASH INVESTMENTS MADE? 17
24. WHAT LIMITATIONS APPLY TO OPTIONAL CASH INVESTMENTS? 17
25. WHAT IF A PARTICIPANT HAS MORE THAN ONE ACCOUNT? 18
26. HOW DOES A PARTICIPANT INVEST VIA AUTOMATIC ELECTRONIC FUNDS
TRANSFER ("EFT")? 18
27. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN? 18
28. HOW MAY A PARTICIPANT REQUEST A REFUND OF DIVIDENDS OR OPTIONAL
CASH INVESTMENT? 18
29. MAY A PARTICIPANT TRANSFER ALL OR A PART OF THE PARTICIPANT'S
SHARES HELD IN THE PLAN TO ANOTHER PERSON? 19
30. WHAT FEES WILL BE CHARGED TO PARTICIPANT? 19
1. WHAT IS THE PURPOSE OF THE PLAN? The purpose of the Plan is to
provide our stockholders and other investors with a convenient and economical
way to purchase shares of Common Stock and to systematically build their
investment through automatic dividend reinvestment and optional cash investments
through the Agent (as defined below). There is no limit on the amount of
dividends that may be reinvested under the Plan. The minimum amount of optional
cash purchases under the Plan is $50 per month and the maximum is $20,000 per
month. The minimum amount for initial cash investments is $500 and the maximum
is $20,000.
2. WHAT OPTIONS ARE AVAILABLE UNDER THE PLAN? The Plan enables
participants in the Plan ("Participants") to (i) have all or part of their
Common Stock dividends automatically reinvested in additional shares of our
Common Stock; (ii) make additional cash investments of
7
Common Stock, including monthly purchases by automatic deduction from a
designated bank account; and (iii) make initial investments in Common Stock
through the Plan, each such purchase to be made at a 3% discount from current
market prices. Please refer to question 30 for details on fees to be paid by
Participants.
3. WHO WILL ADMINISTER THE PLAN? The Bank of New York (the "Agent"),
which also serves as our transfer agent, registrar and dividend paying agent for
the Common Stock, will administer the Plan, purchase, sell and hold shares of
Common Stock acquired under the Plan, keep records, send statements of account
activity to Participants and perform other duties related to the Plan.
Participants may contact the Agent by writing to:
The Bank of New York
P.O. Box 11258
Church Street Station
New York, New York 10286-1258
For transfers, sales, withdrawals or optional cash investments,
complete and mail instructions appearing on the bottom portion of the
Authorization Form (as hereinafter defined) or an account statement (a
"Transaction Request Form") to:
The Bank of New York
Dividend Reinvestment Department
P. O. Box 1958
Newark, New Jersey 07101-9774
or by telephoning the Stockholder Customer Service Helpline as follows:
AUTOMATED STOCKHOLDER CUSTOMER SERVICE: (800) 524-4458
Available 24 hours a day, seven days a week.
CUSTOMER SERVICE REPRESENTATIVES: (800) 524-4458
Available 8:00 a.m. - 8:00 p.m., Eastern Standard Time, each business
day.
NON-STOCKHOLDERS REQUESTING PLAN MATERIALS: (800) 727-7033
Available 24 hours a day, seven days a week.
The Agent may also be contacted at its Internet address:
http://stock.bankofny.com or its e-mail address: Shareowner-svcs@bankofny.com.
The methods of advising Agent by use of an Authorization Form or Transaction
Request Form or other authorized methods as set forth above, collectively are
referred to as the "Instructions."
8
4. WHAT ARE THE BENEFITS AND DISADVANTAGES OF THE PLAN?
Benefits
. The Plan provides Participants with the opportunity to
automatically reinvest their cash dividends in additional shares of
Common Stock.
. In addition to reinvestment of dividends, eligible stockholders may
purchase additional shares of Common Stock (at a 3% discount from
current market prices) pursuant to optional cash investments of not
less than $50 and not more than $20,000 per month. Optional cash
investments may be made occasionally or at regular intervals, as
the Participants desire and may be made by electronic funds
transfer. Participants may make optional cash investments even if
the dividends on their shares are not being reinvested under the
Plan.
. Persons not presently stockholders of the Company may become
Participants by making an initial cash investment of not less than
$500 and not more than $20,000 to purchase shares of Common Stock
under the Plan. Purchase of shares pursuant to an initial cash
investment will be made at a 3% discount from current market
prices.
. Dividends and any optional cash investments will be fully invested
because the Plan permits fractional shares to be credited to
Participants' accounts. Dividends, whether on whole or on
fractional shares, will be credited to Participants' accounts.
. Participants will avoid the need for safekeeping of certificates
for shares of Common Stock credited to their Plan accounts and may
submit for safekeeping certificates held by them and registered in
their name.
. Periodic statements reflecting all current activity in Plan
accounts, including purchases, sales and latest balances will
simplify record keeping for registered holders.
Disadvantages
. Participants that reinvest their cash dividends will be treated for
federal income tax purposes as having received a dividend on the
dividend payment date; such dividend may give rise to a liability
for the payment of income tax without providing Participants with
immediate cash to pay such tax when it becomes due.
9
. Participants will not know the actual number of shares purchased
under the Plan until the date the Agent purchases such shares.
. The per share purchase or sales price will be an average price and,
therefore, may exceed the price at which the shares are trading on
the date when the shares are issued or sold.
. No interest will be paid on funds held by us pending reinvestment
or investment.
. Shares deposited in a Plan account may not be pledged until the
shares are withdrawn from the Plan.
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN? Any person or entity,
whether or not a holder of record of shares of Common Stock, is eligible to
participate in the Plan, provided that such person fulfills the prerequisites
for participation described herein.
6. HOW DOES AN ELIGIBLE HOLDER OF COMMON STOCK OR ANY OTHER INTERESTED
INVESTOR ENROLL IN THE PLAN AND BECOME A PARTICIPANT? Existing stockholders of
record can enroll in the automatic dividend reinvestment feature of the Plan at
any time by completing and returning to the Company or the Agent such
authorization form as the Company or the Agent may from time to time or upon
request furnish a person or entity and which shall be returned to the Agent by
such person or entity to indicate their election to participate in specified
portions of the Plan (the "Authorization Form"). THE AUTHORIZATION FORM AND
EACH ACCOUNT STATEMENT WILL HAVE A SECTION WHERE THE PARTICIPANT ADVISES AGENT
THE EXTENT TO WHICH DIVIDENDS SHOULD BE REINVESTED. PLEASE NOTE THAT IF THIS
INFORMATION IS NOT COMPLETED AT THE TIME OF ENROLLMENT IN THE PLAN, AGENT WILL
ASSUME PARTICIPANT WANTS FULL DIVIDEND REINVESTMENT UNTIL OTHERWISE ADVISED BY A
PARTICIPANT.
Shareholders who already participate in the existing Sizeler Dividend
Reinvestment Plan (which will be discontinued) will be enrolled automatically in
the Plan. For your convenience, the Authorization Form and all account
statements have tear-off instructions which can be filled out with respect to
any certificate issuance, sale, purchase, termination or certificate deposit
instructions you wish to effect. Reinvestment of dividends will commence with
dividends paid on the next date on which dividends are paid on the Common Stock
(the "Dividend Payment Date"). These dates usually occur in the fourth week of
March, June, September and December.
DIVIDENDS ARE PAID AS AND WHEN DECLARED BY OUR BOARD OF DIRECTORS. THERE
CAN BE NO ASSURANCE AS TO THE DECLARATION OR PAYMENT OF A DIVIDEND, AND NOTHING
CONTAINED IN THE PLAN OBLIGATES US TO DECLARE ANY SUCH DIVIDEND ON COMMON STOCK.
THE PLAN DOES NOT REPRESENT A GUARANTEE OF FUTURE DIVIDENDS.
10
Existing stockholders of record can make optional cash investments by
completing and returning to the Agent the Instructions and a check or money
order for any amount not less than $50 and not more than $20,000. Checks and
money orders should be made payable to the order of "Sizeler Property Investors,
Inc. Direct Stock Purchase and Dividend Reinvestment Plan" and sent directly to
the Agent. Third party checks and checks not drawn on a United States bank and
payable in United States funds will not be accepted and will be returned to
sender. In the event a check sent to Agent by a Participant is not honored for
any reason, including but not limited to insufficient funds, Agent reserves the
right to sell shares from a Participant's account to recover the amount owed to
Agent. Each account statement sent to Participants will include a form to
accompany subsequent cash investments they may wish to make in any amount not
less than $50 and not more than $20,000 per month.
Any person or entity who is not a holder of record of shares of Common
Stock may also enroll in the Plan by completing and signing an Authorization
Form and returning it to the Agent together with a check or money order (an
"Initial Cash Payment") payable to "Sizeler Property Investors, Inc. Direct
Stock Purchase and Dividend Reinvestment Plan" in an amount not less than $500,
but not more than $20,000. Upon acceptance of such Initial Cash Payment and
completed Authorization Form, such person or entity will become a Participant
under the Plan. Please refer to question 30 for details on fees to be paid by
Participants.
Following an Initial Cash Payment, Participants may make cash investments
by check, money order or automatic monthly deduction from a designated bank
account. Cash investments payable by automatic monthly deduction from a
designated bank account will be drawn on the 25/th/ day of each month (or if
such date is not a business day on the immediately preceding business day) and
will be invested in Common Stock on the next Purchase Date (as defined below).
Beneficial owners of Common Stock whose shares are registered in names
other than their own (for example, in the name of a bank, broker, nominee or
other record holder) may participate in the Plan by either arranging for
participation with the bank, broker, nominee or other record holder or having
their shares of Common Stock transferred into their own names. Although the
Common Stock is not registered in their own names we may permit participants in
our employee benefits plan to participate in the Plan on such terms and
conditions as we may from time to time establish for such purposes. We reserve
the right to refuse to permit a bank, broker, nominee or other record holder to
participate in the Plan if the terms of such participation would in our judgment
result in excessive cost or burden to us or endanger our status as a REIT. We
reserve the right to exclude from participation in the Plan or modify, suspend
or terminate participation in the Plan by otherwise eligible persons in order to
eliminate practices which are not consistent with the purposes of the Plan,
including but not limited to utilization of the Plan to engage in short-term
trading activities that could cause aberrations in the composite trading volume
or price of the Common Stock.
11
You can change your Instructions at any time. Any Instruction changes must
be received by the Agent on or before the record date for that dividend. If you
choose not to reinvest your dividends, the Agent will remit any dividends
directly to you.
7. WHEN WILL SHARES BE ACQUIRED UNDER THE PLAN? The Agent shall purchase
Common Stock on behalf of the Plan once a month, on the last business day of the
month (each, a "Purchase Date"), with the proceeds of all dividend payments
received by the Agent prior to such Purchase Date and "Cash Payments" (defined
to include any cash investments, including Initial Cash Payments, made by
Participants) received by the Agent at least one business day prior to such
Purchase Date, except to the extent that applicable law may require the
curtailment or suspension of or otherwise limit purchases of Common Stock. ANY
FUNDS RECEIVED AFTER THE DEADLINE WILL BE INVESTED WITH THE NEXT MONTHLY
INVESTMENT. NO INTEREST WILL BE PAID ON ANY FUNDS HELD BY THE AGENT BETWEEN
PURCHASE DATES. ACCORDINGLY, PARTICIPANTS ARE URGED TO TIME THEIR INVESTMENTS
SO THAT THEY WILL BE RECEIVED SHORTLY BEFORE, BUT NOT AFTER, THE REGULAR
PURCHASE DATES OR TO ENROLL IN THE AUTOMATIC FUNDS TRANSFER OPTION WHICH ASSURES
THE MOST TIMELY TRANSFER OF FUNDS TO THE AGENT.
Unless otherwise directed by the Agent, purchases and sales will be made
through BNY/ESI Brokerage, a full service brokerage and wholly-owned subsidiary
of The Bank of New York Company, Inc. BNY/ESI Brokerage will receive brokerage
commissions (to be paid by Participant) with respect to purchases and sales
under the Plan. See question 30 below.
8. AT WHAT PRICE WILL SHARES BE PURCHASED? The price at which Common
Stock shall be purchased under the Plan shall be 97% of the average of the high
and low sales prices of the shares of Common Stock as reported in The Wall
Street Journal for the New York Stock Exchange Composite Transactions on the
Purchase Date, or if no such transactions are reported on such date, then on the
next preceding date when such shares of Common Stock have been sold. If The
Wall Street Journal is not published on a Purchase Date we may determine the
price of the Common Stock by reference to The New York Times or by any other
appropriate method.
Participants should be aware that because investments under the Plan are
made as of specified dates, one may lose an advantage that otherwise might be
available from being able to select the timing of an investment. NEITHER THE
COMPANY NOR THE AGENT CAN ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON SHARES OF
COMMON STOCK PURCHASED UNDER THE PLAN.
9. MAY AN INVESTOR IMPOSE RESTRICTIONS WITH RESPECT TO OPTIONAL CASH
INVESTMENTS? Cash Payments will not be accepted by the Agent if a Participant
imposes any restrictions with respect to the number of shares to be purchased,
the price at which shares are to be purchased, the timing of a purchase or what
the Participant's balance will be following a purchase. In addition, the Agent
cannot purchase shares for a Participant without advance payment, nor can it
refund any part of a Participant's Cash Payment unless a written request for a
refund is received by the Agent at least two business days before the applicable
Purchase Date. It is not possible for
12
the Agent to tell a Participant in advance how much money to send for the
purchase of a full or fractional share because the per share price will not be
known until the shares are purchased.
10. WILL FRACTIONAL SHARES BE PURCHASED? If any dividend or Cash Payment
is not sufficient to purchase a whole share of Common Stock, a fractional share
equivalent will be credited to a Participant's account and will earn a
proportionate share of future dividends. All fractional shares are rounded to
four decimal places. See question 12 below.
11. WILL INTEREST BE PAID ON PLAN ACCOUNTS? No interest will be paid on
any funds held by the Agent in a Plan account. See question 7 above.
12. WILL CERTIFICATES BE ISSUED FOR SHARE PURCHASES? Shares purchased and
held under the Plan will be held in safekeeping by the Agent in its name or the
name of its nominee. The number of shares (including fractional interests) held
for each Participant will be shown on each account statement. Participants may
obtain certificates for shares purchased under the Plan by notifying the Agent
to that effect by submitting Instructions to Agent. However, no certificate
will be issued for fractional shares of Common Stock. Instead, the market value
of any fractional shares will be paid in cash to a stockholder requesting a
certificate for all of the stockholder's noncertificated shares of Common Stock.
13. MAY PARTICIPANTS DRAW CHECKS OR DRAFTS AGAINST SHARES? Participants
in the Plan have no right to draw checks or drafts against the shares held in
the Participant's Plan account. A Participant who wishes to pledge or assign any
such shares must terminate the account to the extent of those shares of Common
Stock the Participant intends to pledge or assign.
14. MAY A PARTICIPANT ADD SHARES OF COMMON STOCK TO HIS OR HER ACCOUNT BY
TRANSFERRING STOCK CERTIFICATES THAT THE PARTICIPANT POSSESSES? At the time of
enrollment in the Plan or at any later time, Participants may use the Plan's
share certificate safekeeping service to deposit any Common Stock certificates
in their possession with the Agent. By using the Plan's share safekeeping
service, Participants no longer bear the risk associated with the loss, theft or
destruction of stock certificates. Participants who wish to deposit their
Common Stock certificates with the Agent must mail their written request and
their certificates to the Agent. The certificates should not be endorsed. It
is recommended that when mailing certificates to the Agent, the Participant
should use registered, insured mail.
15. MAY PARTICIPANTS SELL SHARES HELD UNDER THE PLAN? A Participant may
instruct the Agent to sell any or all shares held in their account by submitting
Instructions to the Agent in accordance with question 3 above. Please be
certain that all persons registered as account participants sign the instruction
form.
As with purchases, the Agent aggregates all requests to sell shares,
then sells the total share amount on the open market through BNY/ESI Brokerage,
a full service brokerage and wholly-owned subsidiary of The Bank of New York
Company, Inc. The shares are sold on any
13
exchange on which our shares are listed. The selling price will not be known
until the sale is completed. The proceeds of the sale will be sent by check to
you following the sale. Participants will be responsible for any and all service
fees and brokerage commissions incurred in connection with such sale of shares.
Please refer to question 30 for details on fees to be paid by Participants.
PARTICIPANTS SHOULD BE AWARE THAT THE COMMON STOCK PRICE MAY FALL
DURING THE PERIOD BETWEEN A REQUEST FOR SALE, ITS RECEIPT BY AGENT AND THE
ULTIMATE SALE ON THE OPEN MARKET. INSTRUCTIONS SENT TO AGENT TO SELL SHARES ARE
BINDING UPON PARTICIPANTS AND MAY NOT BE RESCINDED.
16. HOW WILL A PARTICIPANT'S SHARES BE VOTED? All Common Stock credited
to a Participant's account under the Plan shall be voted by the Participant. If
on the record date for a meeting of stockholders there are shares of Common
Stock credited to the Plan account of a Participant, that Participant will be
sent the proxy material for the meeting and a proxy covering all of the
Participant's Common Stock, including shares of Common Stock credited to the
Participant's Plan account. If the Participant transmits a proxy to the Agent
pursuant to any method authorized by the proxy material, the Common Stock will
be voted as directed with respect to all of Participant's shares of Common Stock
(including any fractional shares), or the Participant may vote all of the Common
Stock in person at the meeting. In the absence of any such direction or
attendance at the meeting, such Common Stock will not be voted by the Agent.
17. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A
STOCK SPLIT OR RIGHTS OFFERING? Any dividends of Common Stock resulting from
stock splits, stock dividends or a rights offering will be credited to the
Participant's Plan account. Transaction processing may be curtailed or
suspended until the completion of any stock dividend, stock split or rights
offering.
18. HOW MAY THE PLAN BE MODIFIED OR TERMINATED? Participants may modify
participation in the dividend reinvestment portion of the Plan by notifying the
Agent in writing of the increased or decreased number of shares of Common Stock
with which they wish to participate. A Participant, by notifying the Agent in
writing, may also request that (i) the Agent send all future dividends to the
Participant by check and continue to hold the Participant's shares in the Plan
account or (ii) the Agent discontinue any automatic withdrawals of funds and
purchase of shares. Participants may terminate participation in the dividend
reinvestment portion of the Plan at any time by notifying the Agent in writing
to that effect. Any notice is effective only upon receipt. If such notice is
received by the Agent before any record date for dividend payment, the Agent
will modify or terminate the reinvestment of the Participant's dividends under
the Plan as of that Dividend Payment Date. A service charge will be charged by
the Agent and deducted from the Participant's account in the event of
termination by the Participant of his or her participation in the Plan (see
question 30). To reenter the Plan after termination, the stockholder must
complete a new Authorization Form. The Agent may terminate the participation of
any account by written notice to the Participant and us. Upon termination of
participation in the Plan, the Agent will send the Participant a certificate for
the Common Stock and cash for any fractional shares of Common Stock, as provided
herein.
14
The Agent shall terminate the Participant's Plan account upon receipt of
written notice of the Participant's death or adjudication of incompetency;
provided, however, in the event of any such notice, the Agent shall retain all
Common Stock in the Participant's Plan account until the Participant's legal
representative shall have been appointed and furnished proof satisfactory to the
Agent of the legal representative's right to receive such Common Stock.
We reserve the right to modify, suspend or terminate the Plan at any time.
Participants in the Plan will be notified of any suspension, termination or
significant modification of the Plan. We also reserve the right to modify,
suspend or terminate participation in the Plan by otherwise eligible persons in
order to eliminate practices not consistent with the purposes of the Plan,
including but not limited to utilization of the Plan to engage in short-term
trading activities that could cause aberrations in the composite trading volume
or price of the Common Stock. We also reserve the right to refuse to permit any
broker, bank, nominee or other record holder to participate in the Plan if the
terms of such participation would in our judgment result in excessive cost or
burden to us or endanger our status as a REIT. We reserve the right to interpret
and regulate the Plan at our discretion.
19. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE AGENT UNDER THE
PLAN? Neither us, the Agent, nor any agent for either of us, in administering
the Plan, shall be liable for any act or failure to act taken in good faith,
including, without limitation, any claim of liability (i) arising out of a
failure to terminate the Participant's account upon such Participant's death or
adjudication of incompetency prior to receipt of notice in writing of such death
or incompetency; (ii) with respect to the prices at which Shares are purchased
or sold for a Participant's account; or (iii) with respect to any fluctuation in
market value before or after any purchase or sale of shares. Neither us, the
Agent, nor any agent for either of us shall have any duties, responsibilities or
liabilities except such as are expressly set forth in the Plan.
Our obligation to offer, issue or sell our Common Stock hereunder shall be
subject to our obtaining any necessary approval, authorization and consent from
any regulatory authorities having jurisdiction over the issuance and sale of the
Common Stock. We may elect not to offer or sell our Common Stock hereunder to
stockholders residing in any jurisdiction where, in our sole discretion, the
burden or expense of compliance with applicable blue sky or securities laws make
that offer or sale impracticable or inadvisable.
Because we have delegated responsibility for administering the Plan to the
Agent, we specifically disclaim any responsibility for any of the Agent's
actions or inactions in connection with the administration of the Plan. Neither
our directors, officers nor stockholders shall have any personal liability under
the Plan. Any such limited liability provisions do not extend to violations of
the federal securities laws.
15
THE RISK TO PARTICIPANTS IS THE SAME AS WITH ANY OTHER INVESTMENT IN OUR
COMMON STOCK. PARTICIPANTS MUST RECOGNIZE THAT NEITHER THE COMPANY NOR THE
AGENT CAN IN ANY WAY ASSURE A PROFIT OR PROTECT AGAINST A LOSS TO A PARTICIPANT
ON SHARES PURCHASED UNDER THE PLAN.
We take no position on whether current stockholders or other investors
should participate in the Plan.
20. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE
PLAN? Under Internal Revenue Service rulings in connection with similar plans,
dividends reinvested will be treated as taxable notwithstanding that the
dividends are reinvested in stock. A Participant will be treated for federal
income tax purposes as having received on each Dividend Payment Date a
distribution equal to the fair market value of the shares of Common Stock
purchased plus any cash actually distributed. This will include the value of
the discount in the purchase price of the Common Stock purchased.
Distributions by REITs are treated as dividends to the extent a REIT has
earnings and profits for federal income tax purposes. To the extent that the
amount distributed by a REIT exceeds the current and accumulated earnings and
profits of the REIT, the portion of the distribution which exceeds earnings and
profits will first be treated as a return of capital to the stockholder to the
extent of basis, with any excess taxable as gain realized from the sale of
shares.
The holding period for shares credited to a Participant's Plan account
pursuant to the dividend reinvestment aspect of the Plan will begin on the day
following the date on which the shares were purchased for the Participant's
account. The holding period for shares purchased by optional cash investments
will begin on the day following the date of purchase. In the case of
stockholders whose dividends are subject to United States federal income tax
withholding or backup withholding, the Agent will reinvest dividends less the
amount of tax required to be withheld.
Participants in the Plan are urged to consult with their own tax advisors
with respect to federal, state, local and other tax laws applicable to their
specific situations. In addition, the tax consequences of participation in the
Plan by retirement plans differ from those outlined herein for individuals.
Because the laws and regulations regarding the federal income tax consequences
of retirement plan participation are complex and subject to change, a retirement
plan considering such participation should consult with its own retirement plan
trustees, custodians or tax advisors for specific information.
21. WHEN WILL PARTICIPATION IN THE PLAN BEGIN? Participation as to
dividend reinvestment will commence with the next Purchase Date, after receipt
of the Authorization Form, provided it is received by the Agent on or before the
record date for payment of the dividend. Participation as to optional cash
investments will commence with the next Purchase Date. Should the funds to be
invested arrive after the time indicated above and before the next Purchase
Date, such funds will be held without interest until they can be invested on the
next Purchase Date.
16
Eligible stockholders and other interested investors may enroll in the Plan
at any time. Once enrolled, a Participant will remain enrolled until the
Participant discontinues participation or until we terminate the Plan or a
Participant's participation in the Plan.
22. WHAT IS THE SOURCE OF SHARES TO BE PURCHASED UNDER THE PLAN? Shares
purchased through the Plan will be either newly issued shares purchased directly
from us, or, at the discretion of the Company, shares purchased by the Agent on
the open market or in privately negotiated transactions from third parties, or a
combination of those sources. Shares purchased directly from us will consist of
authorized but unissued shares of Common Stock.
23. HOW ARE THE OPTIONAL CASH INVESTMENTS MADE? All Plan Participants are
eligible to make optional cash investments at any time by submitting
Instructions to Agent as set forth in detail in question 3. The Authorization
Form and Transaction Request Form contain instructions whereby a broker, bank or
other nominee holding shares on behalf of beneficial owners in the name of a
securities depository may make optional cash investments on behalf of such
beneficial owners. In such case, the broker, bank or other nominee must use an
Authorization Form or Transaction Request Form for transmitting optional cash
investments on behalf of the beneficial owners. An Authorization Form or
Transaction Request Form must be delivered to the Agent at the address specified
in question 3 each time that such broker, bank or other nominee transmits
optional cash investments on behalf of the beneficial owners. Authorization
Forms will be furnished by the Agent upon request.
Other interested investors that are not stockholders of the Company are
also eligible to make an initial investment in Common Stock through an optional
cash investment by submitting Instructions to Agent as set forth in question 3.
Optional cash investments should be received by the Agent one business day
before the Purchase Date.
24. WHAT LIMITATIONS APPLY TO OPTIONAL CASH INVESTMENTS?
For any Purchase Date, optional cash investments made by our
stockholders are subject to a minimum of $50 and a maximum of $20,000. Optional
cash investments made by interested investors who are not then our stockholders
are subject to a minimum initial investment of $500 and a maximum of $20,000.
Optional cash investments of less than the allowable monthly minimum amount will
be returned promptly to Participants without interest, except as noted below.
Please refer to question 30 for details on fees to be paid by Participants.
WE RESERVE THE RIGHT TO MODIFY, SUSPEND OR TERMINATE PARTICIPATION IN THE
PLAN BY OTHERWISE ELIGIBLE REGISTERED HOLDERS OR BENEFICIAL OWNERS OF COMMON
STOCK FOR ANY REASON WHATSOEVER INCLUDING ELIMINATION OF PRACTICES THAT ARE NOT
CONSISTENT WITH THE PURPOSES OF THE PLAN.
17
25. WHAT IF A PARTICIPANT HAS MORE THAN ONE ACCOUNT? We may aggregate all
optional cash investments for Participants with more than one account using the
same social security or taxpayer identification number. For Participants unable
to supply a social security or taxpayer identification number, their
participation may be limited by us to only one Plan account.
All Plan accounts that we believe to be under common control or management
or to have common ultimate beneficial ownership may be aggregated. Unless we
have determined that reinvestment of dividends and optional cash investment for
each such account would be consistent with the purposes of the Plan, we have the
right to aggregate all such accounts and to return, without interest, within
thirty days of receipt, any amounts in excess of the investment limitations
applicable to a single account received in respect of all such accounts.
26. HOW DOES A PARTICIPANT INVEST VIA AUTOMATIC ELECTRONIC FUNDS TRANSFER
("EFT")? Participants may enroll in the automatic cash investment program by
completing the appropriate section of the Authorization Form or Transaction
Request Form which are available upon request to the Agent. These forms must be
accompanied by a voided bank check or deposit slip for the account from which
the Participant authorizes the Agent to draw the funds. Once the forms are
received and processed (which normally takes approximately two weeks) funds will
automatically be deducted each month from the designated account on the 25th day
of each month (unless such day is not a business day in which event the funds
automatically will be deducted on the business day immediately preceding the
25th) and will be invested on the next Purchase Date. In the event an EFT
sent to Agent by a Participant is not honored for any reason, including but not
limited to insufficient funds, the Agent reserves the right to sell shares from
such Participant's account to recover the amount owed to Agent. Automated funds
transfers may be for as little as $50 per month, but in no case for more than
$20,000 per month.
27. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN? Unless a
Participant participates in the Plan through a broker, bank or nominee,
Participants will receive from the Agent (i) after each purchase of Common
Stock, a statement that will show the amount of the Cash Payment or dividend,
the purchase price per share of Common Stock, the number of shares of Common
Stock owned by the Participant and the total number of shares owned by the
Participant; and (ii) annual and other reports to stockholders, proxy statements
and income tax information for reporting dividends. THESE STATEMENTS SHOULD BE
RETAINED BY THE PARTICIPANT TO DETERMINE THE TAX COST BASIS FOR SHARES PURCHASED
PURSUANT TO THE PLAN. Any Participant that participates in the Plan through a
broker, bank or nominee, should contact such party for such a statement.
28. HOW MAY A PARTICIPANT REQUEST A REFUND OF DIVIDENDS OR OPTIONAL CASH
INVESTMENT? A Participant may request a refund of funds held by the Agent by
submitting a written request for such a refund to the Agent at the address
listed in question 3 at least one business day prior to the applicable Purchase
Date. The request must specify the amount of the refund desired.
18
29. MAY A PARTICIPANT TRANSFER ALL OR A PART OF THE PARTICIPANT'S SHARES
HELD IN THE PLAN TO ANOTHER PERSON? A Participant may transfer ownership of all
or part of his or her shares held in the Plan through gift, private sale or
otherwise, by mailing to the Agent at the address in question 3 a properly
executed stock assignment, along with a letter with specific instructions
regarding the transfer and a Form W-9 (Certification of Taxpayer Identification
Number) completed by the transferee. Requests for transfer of shares held in
the Plan are subject to the same requirements as the transfer of Common Stock
certificates. The Agent will provide Participants with the appropriate forms
upon request. If any stock certificates bearing a restrictive legend are
contained in the Participant's Plan account, the Agent will comply with the
provisions of such restrictive legend before effecting a sale or transfer of
such restricted shares.
Book-to-book transfers, which involve transferring shares from an
existing Participant account in the Plan to a new Participant account should
follows the steps listed below.
. Call the Agent's toll-free telephone number 1-800-524-4458 and
request a Plan brochure and Authorization Form. Complete the form
providing the full registration name, address and social security
number of the new Participant to whom shares are being
transferred.
. The completed Authorization Form should be sent to the Agent
together with a written request indicating the number of shares
(full and fractional) which should be transferred to the new
Participant. All persons registered as account Participants
should sign the Authorization Form, and their signatures should
be guaranteed by a bank, broker or financial institution that is
a member of the Signature Guarantee Medallion program.
. Unless otherwise directed in the Authorization Form, the credited
(new) account will be enrolled in the Plan and all dividends on
the transferred shares will be reinvested in additional shares of
Common Stock.
30. WHAT FEES WILL BE CHARGED TO PARTICIPANT? For our current
shareholders, including Participants in our Dividend Reinvestment Plan, there
will be no charge or commissions payable as a result of conversion to the Plan.
Persons not currently our shareholders will be charged a $7.50 enrollment fee
and a $2.50 investment fee (collectively, the "Enrollment Fee"). For sales and
purchases by Participants under the Plan, Participants will be charged $0.10 per
share (the "Brokerage Commission"), plus 5% of the purchase or sales price of
the shares (the "Transaction Fee"). To the extent, shares are purchased directly
from or sold directly to us, Participants will not be charged the Brokerage
Commission but will be charged the Transaction Fee. In all instances, the
maximum amount of the Transaction Fee is $3.00. A service charge of $5.00 will
be charged by the Agent and deducted from a Participant's account in the event
of termination by the Participant of his or her participation in the Plan. All
other fees and expenses will be paid by us.
19
RESTRICTIONS ON OWNERSHIP OF SHARES
For us to qualify as a REIT for federal income tax purposes, no more than
50% in value of our outstanding capital shares may be owned, directly or
indirectly, by five or fewer individuals (as defined in the law to include
certain entities) during the last half of a taxable year or during a
proportionate part of a shorter taxable year, and the Common Stock must also be
beneficially owned by 100 or more persons during at least 335 days of a taxable
year or during a proportionate part of a shorter taxable year. Because we
expect to continue to qualify as a REIT, our Restated Certificate of
Incorporation, as amended, contains a restriction that provides that ownership
by a single holder of more than 9.9% of any class or series of our capital stock
is restricted in order to ensure that we remain a qualified REIT for federal
income tax purposes.
EXPERTS
Our consolidated financial statements as of December 31, 1998 and 1997, and
for each of the years in the three-year period ended December 31, 1998, have
been incorporated by reference in the Prospectus and Registration Statement in
reliance upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
LEGAL MATTERS
The legality of the securities will be passed upon for us by Jaeckle
Fleischmann & Mugel, LLP, Buffalo, New York.
20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
issuance and distribution of the securities, other than underwriting discounts
and commissions. All of the amounts shown are estimated except the Securities
and Exchange Commission ("Commission") registration fee.
Commission Registration Fee $ 1,444.48
New York Stock Exchange, Inc. Listing Fee 1,500.00
Blue Sky fees and expenses 1,000.00
Printing and engraving expenses 10,000.00
Professional expenses (legal and accounting) 25,000.00
Miscellaneous 1,055.52
---------
Total $40,000.00
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "Indemnification
Statute"), the law of the state in which Sizeler Property Investors, Inc. (the
"Company") is organized, empowers a corporation, subject to certain limitations,
to indemnify its officers and directors against expenses, including attorneys'
fees, judgments, fines and certain settlements, actually and reasonably incurred
by them in any suit or proceeding to which they are parties as long as they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to a criminal
action or proceeding, as long as they had no reasonable cause to believe their
conduct to be unlawful. The Company's Bylaws provide that the Company shall
indemnify to the fullest extent permitted by the Delaware General Corporation
Law any person who was made or is threatened to be made a party to or involved
in any action, suit or proceeding by reason of the fact that he or a person for
whom he is serving as legal representative is or was a director or officer of
the Company or served or serves any other enterprise at the request of the
Company as director, officer, employee or agent.
II-1
The Company has entered into an indemnification agreement (the
"Indemnification Agreement") with each of its directors and officers, and the
Board of Directors has authorized the Company to enter into an Indemnification
Agreement with each of the future directors and officers of the Company. The
Indemnification Statute permits a corporation to indemnify its directors and
officers. However, the protection that is specifically afforded by the
Indemnification Statute authorizes other arrangements for indemnification of
directors and officers, including insurance. In addition to the protection
provided by an insurance policy, the Board has approved the Indemnification
Agreement, which is intended to provide indemnification to the maximum extent
allowable by or not in violation of or offensive to any law of the State of
Delaware.
The Indemnification Agreement provides that the Company shall indemnify a
director or officer who is a party to the agreement (the "Indemnitee") if he was
or is a party to or otherwise involved in any proceeding (other than a
derivative proceeding) by reason of the fact that he was or is a director or
officer of the Company, or was or is serving at its request in a certain
capacity of another entity, against losses incurred in connection with the
defense or settlement of such proceeding. This indemnification is limited to
instances where the Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Company and, with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was criminal. This is similar to the indemnification provided by the
Indemnification Statute for non-derivative proceedings, except that
indemnification is not available to an Indemnitee who is adjudged liable to the
Company or who pays any amount in settlement of a derivative proceeding unless a
court determines otherwise.
The Company's Restated Certificate of Incorporation, as amended, contains a
provision which limits a director's personal liability for monetary damages to
the Company or its stockholders under certain circumstances. This provision was
included in the Company's Restated Certificate of Incorporation, as amended, for
the same reasons the Indemnification Agreement was entered into with each
director and officer. It provides that a director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages for a
breach of his fiduciary duty as a director except for liability for (i) any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) acts or omissions not in good faith which involve intentional misconduct or
a knowing violation of law, (iii) the payment of unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) any transactions from which the
director derived any improper personal benefit.
II-2
ITEM 16. EXHIBITS.
The following exhibits are filed herewith (or incorporated by reference):
(5) Opinion of Jaeckle Fleischmann & Mugel, LLP regarding legality of
securities being registered./+/
(23)(a) Consent of KPMG LLP./+/
(b) Consent of Jaeckle Fleischmann & Mugel, LLP (incorporated by
reference to Exhibit 5).
(24) Powers of Attorney. (See page II-5 and II-6)
(99) Sizeler Property Investors, Inc. Direct Stock Purchase and Dividend
Reinvestment Plan./+/
- ---------------------
/+/ Filed herewith.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and
II-3
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kenner, State of Louisiana as of the 30th day of
April 1999.
SIZELER PROPERTY INVESTORS, INC.
By: /s/ Sidney W. Lassen
---------------------------------------------
Sidney W. Lassen
Chairman of the Board and
Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Sidney W. Lassen or Thomas A.
Masilla, Jr. his or her true and lawful attorney-in-fact and agent, each with
full power of substitution and revocation, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each
attorney-in-fact and agent, full power and authority to do and perform each such
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
II-5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Powers of Attorney have been signed by
the following persons in the capacities indicated and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Sidney W. Lassen Chairman of the Board and April 30, 1999
- ----------------------------- Chief Executive Officer
Sidney W. Lassen (Principal Executive Officer)
/s/ Thomas A. Masilla, Jr. Vice Chairman, President and April 30, 1999
- ----------------------------- Director (Principal Operating
Thomas A. Masilla, Jr. and Chief Financial Officer)
/s/ David A. O'Flynn, Jr. Controller/Secretary April 30, 1999
- ----------------------------- (Principal Accounting Officer)
David A. O'Flynn, Jr.
Director April ____, 1999
- -----------------------------
J. Terrell Brown
/s/ Francis L. Fraenkel Director April 30, 1999
- -----------------------------
Francis L. Fraenkel
/s/ Harold B. Judell Director April 30, 1999
- -----------------------------
Harold B. Judell
/s/ James W. McFarland Director April 30, 1999
- -----------------------------
James W. McFarland
/s/ Richard L. Pearlstone Director April 30, 1999
- -----------------------------
Richard L. Pearlstone
/s/ Theodore H. Strauss Director April 30, 1999
- -----------------------------
Theodore H. Strauss
II-6