Exhibit 15
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
AT THE COMPANY
Carolyn Tiffany
Chief Operating Officer
(617) 570-4614
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
SETS THE RECORD STRAIGHT
OPEN LETTER TO SHAREHOLDERS OF SIZELER PROPERTY INVESTORS
Boston, Massachusetts- March 28, 2005- First Union Real Estate Equity and
Mortgage Investments (NYSE:FUR) released today the following letter to its
fellow shareholders in Sizeler Property Investors, Inc. (NYSE:SIZ):
Dear Fellow Shareholders of Sizeler Property Investors, Inc.,
Previously, we indicated that we would seek to convince our fellow
shareholders to elect our slate of directors based on the fundamental issue of
our proposals to shareholders in contrast to management's track record and
behavior. In so doing, we would reject the use of private investigators or
similar tactics. To that end, we wish to add that we also will try to avoid the
use of unnecessary invective, hyperbole, innuendo and unfounded allegations. We,
however, feel compelled to set the record straight and respond directly to
misleading and/or false statements we believe have been made by management in an
attempt to detract from the issue at hand. In this regard, we wish to state for
the record the following:
o We have not "retreated" from our intention to have a court rule on
the propriety of the recent below market sale of 20% of the
Company's then outstanding common shares to four investors,
including a long time supporter of management. In fact, nothing
could be further from the truth. The initial action we filed in
Maryland State court was to seek a temporary restraining order
preventing the sale from occurring. Unfortunately, the court denied
our motion, not on the underlying merits, but because the action had
become moot as the sale had already in fact occurred unbeknownst to
shareholders including ourselves. In the judge's view, this rendered
the remedy sought inappropriate. He expressly stated, however, that
he had "grave concerns" with management's conduct and that our case
had merit-but that he could not grant the remedy sought (a temporary
restraining order) because the stock sale had already closed. The
action is continuing in Federal court where we will aggressively
pursue a legal determination that the Sizeler Board acted contrary
to the interests of Sizeler shareholders in the stock transaction.
Simply put, we believe this was a dilutive transaction with no near
term justification unless its perpetrators believe Sizeler's common
stock is worth less than $10.75 a share. Since we do not believe in
happenstance, we can only infer the transaction's timing as well as
the inclusion of a favored shareholder in the transaction was
designed to entrench management in light of our proposal to nominate
directors for election at the next meeting of shareholders.
o Addressing our supposed 13D violation concerning our intentions with
respect to Sizeler, these intentions have developed over a long
period driven in large measure by the recent self-serving conduct of
management. We recognize that any proposal we make is of great
concern to all shareholders and we will not be rushed to judgment.
Having said this, we reaffirm our recent statement that our core
proposal will likely be to seek a shareholder approved sale or
liquidation of Sizeler with the proceeds to be distributed to all
shareholders. Throughout this process, we will commit not to acquire
any of Sizeler's properties either directly or indirectly. All sales
would be to non-affiliated third party buyers. Moreover, neither we
nor anyone affiliated with us will be paid any real estate
commission or similar fees. In this regard, we note that
shareholders have still not received an answer to the questions we
asked management two months ago-did anyone affiliated with
management receive any direct or indirect compensation in connection
with the sale of Lakeview Club Apartments in January 2005?
o For the second time, I will repeat there is not now nor has there
ever been an explicit or implicit, written or verbal, understanding
between us and any third party, including William Ackman and any of
his affiliates with respect to Sizeler or its securities. Moreover,
neither I nor any of my affiliates purchased one share of stock in
First Union either directly or indirectly from William Ackman or any
of his affiliates. All of the First Union common shares that we
directly and indirectly own were acquired either through a public
tender offer or directly from First Union in a transaction approved
by its then Board of Directors at a 30% premium (not a 10% discount)
to the trading price of the stock prior to announcement of the
transaction and more than five months after Ackman had sold his
shares back to First Union.
o Finally, as to the allegation that I had sought to be co-CEO of
Sizeler, nothing could be further from the truth. Let me be clear on
this point, I would never serve in such a capacity with this
management team.
If one looks at the facts and compares them to management's
mischaracterizations of them, one can only conclude that management's lack of
credibility is consistent with both their track record and proclivity for
abusive entrenching transactions.
Before concluding, we have two questions for management. Why do you
continue to delay setting the date for the annual meeting? Are there more
dilutive shareholder detrimental transactions afoot? Let's stop the nonsense and
let the shareholders vote on the merits of your track record and behavior versus
the strategic proposals we ultimately make.
We welcome all shareholder questions, comments and inquiries. Please feel
free to contact me at (516) 822-0022.
Sincerely,
Michael L. Ashner
Chief Executive Officer
First Union Real Estate Equity and
Mortgage Investments
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First Union Real Estate Equity and Mortgage Investments is a NYSE-listed
real estate investment trust (REIT) headquartered in Boston, Massachusetts.
First Union Real Estate Equity and Mortgage Investments has filed with the
SEC a preliminary proxy statement with respect to its solicitation of proxies to
elect Michael L. Ashner, Peter Braverman and Steven Zalkind as directors at
Sizeler's 2005 Annual Meeting of Stockholders. INVESTORS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
You will be able to obtain the documents free of charge at the SEC's website,
www.sec.gov. First Union and Messrs. Ashner, Braverman and Zalkind may be deemed
to be participants in the solicitation of proxies from the shareholders of
Sizeler in connection with the annual meeting. Information about these
participants is set forth in the preliminary proxy statement filed by First
Union with the SEC. Investors may obtain additional information regarding the
interests of such participants by reading the definitive proxy statement when it
becomes available.