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[FORM OF CERTIFICATE FOR COMMON STOCK]
COMMON STOCK
INCORPORATED UNDER THE
LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS CUSIP 830137
TRANSFERABLE IN SEE REVERSE FOR CERTAIN DEFINITIONS
NEW YORK, NEW YORK
SIZELER PROPERTY INVESTORS, INC.
This Certifies that
SPECIMEN
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF
Sizeler Property Investors, Inc. ("the Corporation") transferable on the
books of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
is not valid unless counter-signed by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
STATE OF INCORPORATION CHANGED TO MARYLAND
PAR VALUE $.0001
DATED
PRESIDENT COUNTER SIGNED AND REGISTERED
THE BANK OF NEW YORK
TRANSFER AGENT AND REGISTRAR
CHAIRMAN OF THE BOARD
Exhibit 5
The securities represented by this certificate are subject to restrictions on
ownership and transfer for the purpose of the Corporation's maintenance of its
status as a "real estate investment trust" under the Internal Revenue Code of
1986, as amended. Except as otherwise provided pursuant to the Charter of the
Corporation, no Person may Beneficially Own or Constructively Own Equity Stock
in excess of 9.9% (in value or in number of shares of Equity Stock, whichever is
more restrictive) of the outstanding Equity Stock of the Corporation, with
further restrictions and exceptions set forth in the Charter of the Corporation.
There shall be no Transfer that would cause a violation of the Ownership Limit,
that would result in Equity Stock of the Corporation being Beneficially Owned by
fewer than 100 persons or that would result in the Corporation's being "closely
held" under section 856(h) of the Code. Any Person who attempts or proposes to
own, Beneficially Own or Constructively Own Equity Stock in excess of the above
limitation must notify the Corporation in writing at least 15 days prior to such
proposed or attempted Transfer to such Person. If attempt is made to violate
these restrictions on Transfers, (i) any purported Transfer will be void and
will not be recognized by the Corporation, (ii) the Corporation will have the
right to redeem the Stock proposed to be Transferred, and (iii) the Stock
represented hereby generally will be automatically converted into and exchanged
for Excess Stock, which will be held in trust by the Trustee in part for the
benefit of a Charitable Beneficiary. All capitalized terms in this legend have
the meanings defined in the Charter of the Corporation, a copy of which,
including the restrictions on ownership and transfer, will be sent without
charge to each stockholder who directs a request to the Chairman of the Board of
the Corporation.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ............ Custodian ............
(Cust) (Minor)
TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors
JT TEN -- as joint tenants with right Act...................
of survivorship and not as tenants (State)
in common
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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Shares
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of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said stock in the books of the within-named
Corporation with full power of substitution in the premises.
Dated ,
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
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This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement between Sizeler Property Investors,
Inc. (the "Company") and The Bank of New York, as Rights Agent, dated as of
August 6, 1998, and as amended from time to time, (the "Rights Agreement"), the
terms of which are hereby incorporated herein by reference and a copy of which
is on file at the principal offices of the Company. Under certain circumstances,
as set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The Company
will mail to the holder of this certificate a copy of the Rights Agreement, as
in effect on the date of mailing, without charge promptly after receipt of a
written request therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was or becomes an
Acquiring Person or an Adverse Person or any Affiliate or Associate thereof (as
such terms are defined in the Rights Agreement), whether currently held by or on
behalf of such Person or by any subsequent holder, may become null and void.
A full statement or summary of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of the stock
of each class which the corporation is authorized to issue and the authority of
the board of directors to set the relative rights and preferences of any series
of capital stock, will be furnished to any stockholder, without charge, upon
request to the secretary of the corporation at the corporation's principal
office.
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AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: SUE MCNAMEE: 215-764-8613
65TH STREET AT SANSOM STREET PROOF OF DECEMBER 13, 2001
PHILADELPHIA, PA 19139 SIZELER PROPERTY INVESTORS, INC.
(215)784-8600 H 72017 patch
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SALES: L. TOGLIA: 212-269-0339 X-16 OPERATOR: eg
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/NET/BANKNOTE/HOME 23/MAC 6/SIZERLER/H72017 REV. 1
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