Exhibit 24
[FIRST UNION LETTERHEAD]
August 3, 2005
FEDERAL EXPRESS
Sizeler Property Investors, Inc.
2542 Williams Boulevard
Kenner, Louisiana 70062
Attention: Sidney W. Lassen
Chairman of the Board
Re: Notice of Intention to Present Nominations
Dear Mr. Lassen:
First Union Real Estate Equity and Mortgage Investments, an Ohio trust
(the "Proponent"), is a stockholder of record of Sizeler Property Investors,
Inc. (the "Company"). The Proponent hereby notifies the Company, in accordance
with Article II, Section 11, of the Company's by-laws (the "by-laws"), of its
intention to nominate in person at the Company's 2005 annual meeting of
stockholders to be held on October 27, 2005, and any adjournments thereof (the
"2005 Annual Meeting") the following persons for election to the Company's Board
of Directors (the "Board"):
Michael L. Ashner
Peter Braverman
Such nominations are being made on behalf of the Proponent. Please note that (i)
Mr. Ashner and Mr. Braverman are currently employees of Winthrop Financial
Associates, A Limited Partnership, directors and officers of the Proponent,
officers of The Newkirk Master Limited Partnership and officers of Exeter
Capital Corporation, and (ii) Mr. Ashner and Mr. Braverman formerly served as
directors of Shelbourne Properties I, Inc., Shelbourne Properties II, Inc. and
Shelbourne Properties III, Inc., entities in which Mr. Ashner was the Chief
Executive Officer and Mr. Braverman was the Executive Vice President.
The information required to be set forth with respect to the Nominees and
the Proponent pursuant to Article II, Section 11 of the by-laws is set forth on
Exhibit A hereto.
Also enclosed are the consents of the Nominees to serve as directors of
the Company if elected.
The Proponent intends to appear in person or by proxy at the 2005 Annual
Meeting to nominate the persons named in this notice.
The Proponent requests written notice as soon as practicable of any
alleged defect in this Notice of Intention to Present Nominations and reserves
the right, following receipt of any such notice, to either challenge, or attempt
as soon as practicable to cure, such alleged defect.
The Proponent agrees to furnish such other information with respect to the
Nominees as may reasonably be required by the Company to determine the
eligibility of any such Nominee to serve as a director of the Company.
Please direct any questions regarding the information contained in this
Notice of Intention to Present Nominations to Michael L. Ashner, c/o First Union
Real Estate Equity and Mortgage Investments, Two Jericho Plaza, Wing A, Suite
111, (516) 822-0022 (phone), (516) 433-2777 (facsimile).
Please sign and return the enclosed copy of this letter to acknowledge its
receipt and that this letter, without any additional actions or information, is
sufficient to comply with the board nomination requirements of the Company,
including without limitation the requirements of the by-laws and applicable
court orders.
Very truly yours,
FIRST UNION REAL ESTATE EQUITY
AND MORTGAGE INVESTMENTS
By: /s/ Michael L. Ashner
--------------------------
Michael L. Ashner
Chief Executive Officer
cc: The Board of Directors of
Sizeler Property Investors, Inc.
AGREED AND ACCEPTED
THIS ___ DAY OF _____________, 2005
SIZELER PROPERTY INVESTORS, INC.
By
---------------------------------
Name:
Title:
Information Regarding The Director Nominees
Michael L. Ashner, Age 52
Business Address
c/o First Union Real Estate Equity and Mortgage Investments
Two Jericho Plaza
Wing A, Suite 111
Jericho, New York 11753
Home Address
2 Bridle Court
Oyster Bay Cove, New York 11771
Business Experience (1)
Chairman and Chief Executive Officer, January 2004 - Present
First Union Real Estate Equity and Mortgage Investments
(real estate investment trust)
Chief Executive Officer, January 1996 - Present
Winthrop Financial Associates, A Limited Partnership
(real estate management and investment company)
Director and Chief Executive Officer, November 1997 - Present
The Newkirk Master Limited Partnership
(real estate management and investment company)
President, 1981 - Present
Exeter Capital Corporation
(organized and administered real estate limited partnerships)
Corporate Directorships of Public Companies
NBTY, Inc.
GB Holdings, Inc.
Atlantic Entertainment Holdings, Inc.
First Union Real Estate Equity and Mortgage Investments
- ----------
(1) No corporation or organization referred to below is a parent, subsidiary or
other affiliate of the Company.
Peter Braverman, Age 53
Business Address
c/o First Union Real Estate Equity and Mortgage Investments
Two Jericho Plaza
Wing A, Suite 111
Jericho, New York 11753
Home Address
141 Wooster Street
Apt. 5C & D
New York, New York 10012
Business Experience (1)
President, August 2004 - Present
Executive Vice President, January 2004 - August 2004
First Union Real Estate Equity and Mortgage Investments
(real estate investment trust)
Executive Vice President, January 1996 - Present
Winthrop Financial Associates, A Limited Partnership
(real estate management and investment company)
Executive Vice President, November 1997 - Present
The Newkirk Master Limited Partnership
(real estate management and investment company)
Corporate Directorships of Public Companies
First Union Real Estate Equity and Mortgage Investments
- ----------
(1) No corporation or organization referred to below is a parent, subsidiary or
other affiliate of the Company.
Certain Proceedings
None of the Participants has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the past ten
years. No Participant owns any shares of common stock of record but not
beneficially. No Participant owns any securities of any subsidiary of the
Company.
During the past two years, none of the Participants has borrowed or
otherwise obtained funds for the purpose of acquiring or holding any securities
of the Company.
During the past two years, the Participants listed above did not effect
any sales of the Company's common stock and effected the following purchases of
the Company's common stock, all of which were effected by the Proponent:
Date Amount Price per Share
August 17, 2004 70,000 $7.70
August 18, 2004 600 $7.83
August 19, 2004 29,300 $7.91
August 23, 2004 17,200 $8.06
August 24, 2004 32,200 $8.26
August 25, 2004 63,500 $8.28
August 30, 2004 13,700 $8.49
August 31, 2004 37,500 $8.56
September 1, 2004 176,600 $8.56
September 1, 2004 20,400 $8.61
September 2, 2004 47,300 $8.61
September 7, 2004 161,700 $8.66
October 4, 2004 2,000 $9.02
October 6, 2004 28,100 $9.16
October 7, 2004 30,000 $9.29
October 8, 2004 19,100 $9.19
October 12, 2004 25,000 $9.21
October 14, 2004 3,000 $9.01
October 19, 2004 100 $9.15
October 20, 2004 10,900 $9.11
November 5, 2004 14,000 $9.59
November 10, 2004 44,500 $9.61
November 11, 2004 46,000 $9.61
November 12, 2004 60,500 $9.65
November 15, 2004 66,400 $9.71
December 2, 2004 100,000 $10.00
January 5, 2005 9,600 $11.01
January 6, 2005 600 $11.05
January 7, 2005 8,800 $11.05
January 10, 2005 1,200 $11.05
January 25, 2005 117,000 $11.60
February 4, 2004 3,600 $11.56
February 14, 2005 10,000 $12.05
February 16, 2005 6,000 $11.98
February 17, 2005 10,000 $12.03
February 18, 2005 5,000 $11.88
February 22, 2005 10,000 $11.80
February 23, 2005 8,900 $11.70
March 17, 2005 50,000 $11.90
March 18, 2005 20,000 $11.92
March 21, 2005 20,000 $11.95
March 23, 2005 15,000 $12.00
March 30, 2005 10,000 $12.00
April 1, 2005 15,000 $11.50
May 4, 2005 39,800 $10.96
May 5, 2005 10,500 $11.50
May 10, 2005 900 $12.00
May 11, 2005 9,100 $12.00
Other than as discussed above, no Participant is, or was within the past
year, a party to any contract, arrangement or understanding with any person with
respect to any securities of the Company.
No securities are owned by "associates" of any of the Participants as such
term is used under Regulation 14A.
None of the Participants or any of such Participant's associates has any
arrangement or understanding with respect to any future employment by the
Company or any future transactions to which the Company will or may be a party,
nor any material interest, direct or indirect, in any transaction which has
occurred since December 31, 2003 or any currently proposed transaction, or
series of similar transactions, to which the Company or any of its subsidiaries
was or is to be a party and in which the amount involved exceeds $60,000.
CONSENT
I, Michael L. Ashner, hereby consent (i) to serve as a director of Sizeler
Property Investors, Inc. (the "Company") if elected at the 2005 Annual Meeting
of the Company, and (ii) to be named in any proxy statement to be filed in
conjunction with my nomination to the Board of Directors of the Company.
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed
and delivered on this 3rd day of August, 2005.
/s/ Michael L. Ashner
---------------------
Michael L. Ashner
CONSENT
I, Peter Braverman, hereby consent (i) to serve as a director of Sizeler
Property Investors, Inc. (the "Company") if elected at the 2005 Annual Meeting
of the Company, and (ii) to be named in any proxy statement to be filed in
conjunction with my nomination to the Board of Directors of the Company.
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed
and delivered on this 3rd day of August, 2005.
/s/ Peter Braverman
---------------------
Peter Braverman