<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Sizeler Property Investors, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
SIZELER PROPERTY INVESTORS, INC.
2542 Williams Boulevard
Kenner, Louisiana 70062
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 8, 1998
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Sizeler
Property Investors, Inc. (the "Company") will be held at The Ritz-Carlton Hotel,
100 South Ocean Boulevard, Manalapan, Florida, on Friday, May 8, 1998, at 10:00
a.m., local time, for the following purposes:
1. To elect three directors to serve until the annual meeting of
stockholders in 2001 or until their successors are duly elected and
qualified.
2. To consider and act upon proposed amendments to the Company's Restated
Certificate of Incorporation, as amended, to provide for increases in the
number of authorized shares of the Company's capital stock.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 24, 1998 are
entitled to receive notice of and to vote at the Annual Meeting or any
adjournments thereof. A complete list of stockholders entitled to vote at the
Annual Meeting will be open for inspection by any stockholder for any purposes
germane to the meeting for ten days prior to the meeting during ordinary
business hours at the principal office of the Company, 2542 Williams Boulevard,
Kenner, Louisiana 70062.
The Company's Board of Directors would like to have as many stockholders as
possible present or represented at the Annual Meeting. If you are unable to
attend in person, please vote, sign, date and return your enclosed proxy card
promptly so that your shares may be voted. Postage is not required for mailing
in the United States. The Company will reimburse stockholders mailing proxy
cards from outside the United States for the cost of mailing.
By Order of the Board of Directors
THOMAS A. MASILLA, JR.
President
DATE: April 3, 1998
================================================================================
STOCKHOLDERS ARE URGED TO VOTE BY SIGNING, DATING AND RETURNING THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED
IN THE UNITED STATES.
================================================================================
<PAGE>
April 3, 1998
SIZELER PROPERTY INVESTORS, INC.
2542 Williams Boulevard
Kenner, Louisiana 70062
__________
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 8, 1998
The following information is furnished in connection with the Annual
Meeting of Stockholders of Sizeler Property Investors, Inc. (the "Company") to
be held on Friday, May 8, 1998, at 10:00 a.m., local time, at The Ritz-Carlton
Hotel, 100 South Ocean Boulevard, Manalapan, Florida (the "Meeting"). A copy of
the Company's Annual Report to Stockholders for the fiscal year ended December
31, 1997 accompanies this Proxy Statement. Additional copies of the Annual
Report, Notice, Proxy Statement and form of proxy may be obtained from the
Company's Secretary, 2542 Williams Boulevard, Kenner, Louisiana 70062. This
Proxy Statement and the form of proxy will first be sent to stockholders on or
about April 3, 1998.
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed proxy for the Meeting is being solicited by the directors of
the Company. Any person giving a proxy may revoke it any time prior to its
exercise by filing with the Secretary of the Company a written revocation or
duly executed proxy bearing a later date. The proxy may also be revoked by a
stockholder attending the Meeting, withdrawing the proxy and voting in person.
The cost of soliciting the proxies on the enclosed form will be paid by the
Company. In addition to the use of the mails, proxies may be solicited by the
directors and their agents (who will receive no additional compensation
therefor) by means of personal interview, telephone or facsimile, and it is
anticipated that banks, brokerage houses and other institutions, nominees or
<PAGE>
fiduciaries will be requested to forward the soliciting material to their
principals and to obtain authorization for the execution of proxies. The
Company may, upon request, reimburse banks, brokerage houses and other
institutions, nominees and fiduciaries for their expenses in forwarding proxy
material to their principals. The Company has retained Beacon Hill Partners,
Inc. ("Beacon Hill") to assist with the solicitation of proxies and will pay
Beacon Hill a fee of $4,500 plus reimbursement of out-of-pocket expenses for its
services.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The record date for determining shares of Common Stock, $.01 par value per
share ("Shares"), entitled to vote at the Meeting has been fixed at the close of
business on March 24, 1998. On that date there were 8,439,006 Shares
outstanding, entitled to one vote each.
The presence, in person or by properly executed proxy, of the holders of
Shares entitled to cast a majority of the votes entitled to be cast by the
holders of all outstanding Shares is necessary to constitute a quorum. Shares
represented by a properly signed, dated and returned proxy will be treated as
present at the meeting for purposes of determining a quorum. Proxies relating
to "street name" Shares that are voted by brokers will be counted as Shares
present for purposes of determining the presence of a quorum, but will not be
treated as Shares having voted at the Meeting as to any proposal as to which the
broker does not vote.
Security Ownership of Certain Beneficial Owners
To the best of the Company's knowledge, no person or group (as those terms
are used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)
owned beneficially, as of March 1, 1998, more than five percent of the
outstanding Shares except as described in the following table:
-2-
<PAGE>
AMOUNT AND
NATURE OF PERCENTAGE
NAME AND ADDRESS BENEFICIAL OF SHARES
OF BENEFICIAL OWNER OWNERSHIP OUTSTANDING
------------------- --------- -----------
Southeastern Asset Management, Inc. 783,000(1) 9.3%
6075 Poplar Avenue
Suite 900
Memphis, TN 38119
Credit Suisse Asset Management 769,231(2) 9.1%
c/o BEA Associates
153 East 53rd Street
New York, NY 10022
Loomis Sayles & Company, L.P. 614,221(3) 7.3%
One Financial Center
Boston, MA 02111
Ryback Management Corporation 569,938(4) 6.3%
7711 Carondelet Avenue
Box 16900
St. Louis, MO 63105
Sidney W. Lassen 577,155(5) 6.7%
2542 Williams Boulevard
Kenner, LA 70062
Palisade Capital Management, L.L.C. 549,900(6) 6.5%
One Bridge Plaza
Suite 695
Fort Lee, NJ 07024
Merrill Lynch Asset Management, L.P. 538,460(7) 6.4%
Princeton Services, Inc.
800 Scudders Mill Road
Plainsboro, NJ 08536
__________________________________
(1) Based upon a Schedule 13G filed with the Securities and Exchange
Commission ("SEC") dated February 4, 1998, which indicated that as of
December 31, 1997 Southeastern Asset Management, Inc. ("Southeastern")
had shared voting and dispositive power with respect to 783,000 Shares
which are owned by Longleaf Partners Realty Fund, for which
Southeastern is investment adviser.
(2) Based upon a Schedule 13G dated February 19, 1998, filed with the SEC
that Credit Suisse Asset Management had shared voting and dispositive
power with respect to these Shares as of December 31, 1997.
(3) Based upon a Schedule 13G dated February 12, 1998 filed with the SEC
which indicated that Loomis Sayles & Company, L.P. beneficially owned
a total of 614,221 Shares, with respect to which 471,916 it had sole
voting power, 76,221 it had
-3-
<PAGE>
shared voting power, and 614,221 it had shared dispositive power.
(4) Based upon a Schedule 13G dated January 23, 1998 filed with the SEC by
Ryback Management Corporation ("Ryback"), which indicated that Ryback
had sole voting and dispositive power with respect to 569,938 Shares,
561,538 of which are issuable upon the conversion of the Company's
Convertible Subordinated Debentures due 2003 ("Debentures").
(5) These Shares include (i) 7,000 Shares owned by the Company's deferred
compensation account for the benefit of Mr. Lassen; (ii) 115,000
Shares Mr. Lassen has the right to acquire pursuant to exercisable
options granted under the Company's 1986 Stock Option Plan (the "1986
Option Plan"), and the Company's 1996 Stock Option Plan (the "1996
Stock Option Plan"); (iii) 77,500 Shares owned directly by Sizeler
Realty Co., Inc. ("Sizeler Realty"), in which a beneficial minority
interest is owned by Mr. Lassen and the balance is owned by the
families of Mr. Lassen's wife, her mother's and her father's estate;
(iv) 50,000 Shares owned by a limited liability company of which Mr.
Lassen is manager and in which Mr. Lassen's wife owns a 26% interest;
and (v) 12,400 Shares owned by a Lassen family partnership. These
Shares do not include (i) 50,000 Shares subject to options granted to
Mr. Lassen under the 1986 Option Plan and the 1996 Stock Option Plan,
which options are not yet exercisable; (ii) 11,800 Shares with respect
to which Mr. Lassen's daughter, Jill L. Botnick, has voting and
investment power; (iii) 5,000 Shares held by Mr. Lassen's wife; or
(iv) 30,000 Shares owned by I. William Sizeler, brother of Mr.
Lassen's wife. Except with respect to the Shares subject to Mr.
Lassen's option, Mr. Lassen disclaims beneficial interest in, and
voting or investment power over, the Shares described in the preceding
sentence.
(6) Based upon a Schedule 13G dated February 4, 1998 filed with the SEC by
Palisade Capital Management, L.L.C. ("Palisade"), which indicated that
Palisade had sole voting and dispositive power with respect to the
Shares.
(7) Based upon a Schedule 13G dated January 30, 1998 filed with the SEC by
Merrill Lynch Asset Management, L.P. and Princeton Services, Inc.,
which indicated that each had shared voting and dispositive power with
respect to 538,460 Shares.
Security Ownership of Management
The following table sets forth the Shares beneficially owned as of March 1,
1998 by each director, nominee for director and by the directors and officers of
the Company as a group. Unless
-4-
<PAGE>
otherwise stated, each person has sole voting and investment power with respect
to the Shares set forth in the table.
PERCENTAGE
AMOUNT AND NATURE OF SHARES
OF BENEFICIAL OWNERSHIP OUTSTANDING
----------------------- -----------
J. Terrell Brown 12,750(1) *%
Francis L. Fraenkel 192,668(2) 2.3
Harold B. Judell 51,840(3) *
Sidney W. Lassen 577,155(4) 6.7
Thomas A. Masilla, Jr. 82,384(5) *
James W. McFarland 14,500(6) *
Richard L. Pearlstone 52,848(7) *
Theodore H. Strauss 25,100(8) *
All directors and 1,009,245(9) 11.6%
executive officers as
a group
- - ------------------------
* Indicates ownership of less than 1%.
(1) Includes 8,000 Shares Mr. Brown has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan and the 1996 Stock
Option Plan.
(2) Mr. Fraenkel has sole voting power with respect to 11,500 Shares and sole
dispositive power with respect to 145,400 Shares. Includes 5,000 Shares
Mr. Fraenkel has the right to purchase pursuant to exercisable options
granted under the 1986 Option Plan and 30,768 he has the right to acquire
beneficial ownership of Shares pursuant to the conversion of Debentures.
(3) Includes an option to purchase 15,000 Shares Mr. Judell has the right to
purchase pursuant to exercisable options granted to Mr. Judell under the
1986 Option Plan and the 1996 Stock Option Plan.
(4) See note (5) to table under "Security Ownership of Certain Beneficial
Owners."
(5) Includes (i) 8,679 Shares owned by the Company's deferred compensation
account for the benefit of Mr. Masilla and (ii) 69,000 Shares Mr. Masilla
has the right to purchase pursuant to exercisable options granted under the
1986 and 1996 Option Plans.
(6) Includes 9,000 Shares Mr. McFarland has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan and the 1996 Stock
Option Plan.
-5-
<PAGE>
(7) Mr. Pearlstone shares voting and investment power over 12,000 of these
Shares as co-trustee of certain trusts and has an economic interest in
another 12,000 of these Shares as the beneficiary of certain trusts.
Includes 19,000 Shares Mr. Pearlstone has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan and 1996 Stock
Option Plan.
(8) Includes 10,000 Shares Mr. Strauss has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan and 1996 Stock
Option Plan.
(9) See notes (1) through (8) above.
-6-
<PAGE>
1. ELECTION OF DIRECTORS
Information Concerning Directors
The Company's Restated Certificate of Incorporation, as amended, provides
that the number of directors shall be not less than five and not more than
fifteen and that the directors shall be divided into three classes containing as
nearly equal a number of directors as possible, with one class standing for
election each year. The Board has set the number of directors at eight
effective at the Meeting, and three of those directors are to stand for election
at the Meeting. Each person so elected will serve until the annual meeting of
stockholders in 2001 or until his successor is duly elected and shall qualify.
The affirmative vote of a plurality of the Shares present at the Meeting is
necessary for election of a director.
The directors recommend a vote FOR the directors standing for election
listed below. Unless instructed otherwise, proxies will be voted FOR these
nominees. Although the directors do not contemplate that any of the nominees
listed below will be unable to serve, if such a situation arises prior to the
Meeting, the enclosed proxy will be voted in accordance with the best judgment
of the person or persons voting the proxy.
The following table sets forth information regarding the directors standing
for election and directors whose terms continue beyond the Meeting.
NAME, TENURE AND
POSITION(S) WITH PRINCIPAL OCCUPATION AND BUSINESS
THE COMPANY AGE EXPERIENCE FOR PAST FIVE YEARS (1)
---------------- --- ----------------------------------
DIRECTORS STANDING FOR ELECTION
-------------------------------
J. Terrell Brown 58 Chairman and Chief Executive Officer
Director since 1995 of United Companies Financial Corp.
(financial services)
Harold B. Judell 83 Senior partner in the law firm of
Director since 1986 Foley & Judell, LLP.
Richard L. Pearlstone 50 President of Pearlstone Group, Inc.
Director since 1986 (investments) since 1995; President of Delta
Properties, Inc. (commercial real estate
development); Chief Executive Officer of
Cross Keys Asset Management, Inc.
(investment advisors).
-7-
<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN 1999
------------------------------------
Francis L. Fraenkel 65 President of Delta Capital Management, Inc.
Director since 1993 (investment management) since 1992.
Sidney W. Lassen 63 Chairman of the Board and Chief Executive
Chairman of the Board, Officer of the Company since 1986;
Chief Executive Officer Chairman of the Board and Chief Executive
and Director since 1986 Officer of Sizeler Realty Co., Inc.
DIRECTORS WHOSE TERM EXPIRES IN 2000
------------------------------------
Thomas A. Masilla, Jr. 51 Vice Chairman of the Company since 1994,
Vice Chairman since 1994, President and Principal Operating Officer
President and Principal since 1995 and Chief Financial Officer
Operating Officer since since 1996; Consultant to the Company and
1995, Chief Financial Sizeler Realty Co., Inc. from 1992 to 1994;
Officer since 1996, and Consultant from 1991 to 1994.
Director since 1986
James W. McFarland 52 Dean of A.B. Freeman School of Business,
Director since 1994 Tulane University.
Theodore H. Strauss 73 Senior Managing Director with Bear,
Director since 1993 Stearns & Co. Inc.
___________________________
(1) Unless otherwise stated, each director has held the positions indicated for
at least the past five years.
-8-
<PAGE>
Other Directorships
The directors of the Company serve on the Boards of Directors or the Boards
of Trustees of the following publicly held companies:
Director Company
-------- -------
J. Terrell Brown Freeport Sulphur
Hibernia Corporation
United Companies Financial Corp.
Francis L. Fraenkel Battery Park High Yield Fund
Harold B. Judell EastGroup Properties, Inc.
Sidney W. Lassen Hibernia Corporation
James W. McFarland American Indemnity Financial Corp.
Petroleum Helicopter, Inc.
Stewart Enterprises, Inc.
Theodore H. Strauss Clear Channel Communications, Inc.
Hollywood Casino Corp.
Committees and Meeting Data
The Executive Committee of the Board of Directors consists of Messrs.
Judell, Lassen, Masilla, McFarland, Pearlstone and Strauss. It has all the
authority of the Board of Directors (except for action relating to certain
fundamental corporate changes) between Board meetings, including the authority
to declare a dividend and to authorize the issuance of stock. The Executive
Committee did not meet in 1997.
The Audit Committee of the Board of Directors consists of Messrs. Brown,
Fraenkel, Judell and McFarland. The Audit Committee met once during 1997. Its
functions are to recommend the appointment of independent accountants; review
the arrangements for and scope of the audit by independent accountants; review
the independence of the independent accountants; consider the adequacy of the
system of internal accounting controls and review any proposed corrective
action; review and monitor the Company's policies regarding business ethics and
conflicts of interests; discuss with management and the independent accountants
the Company's draft annual financial statements and key accounting and/or
reporting matters; and review the activities and recommendations of the
Company's financial staff.
During 1997, the Compensation Committee consisted of Messrs. Judell,
Strauss and McFarland. The Compensation Committee met
-9-
<PAGE>
twice during 1997. The function of the Compensation Committee is to review the
compensation program for executive officers and to administer the Company's 1986
and 1996 Option Plans.
The Company does not have a separate nominating committee or any committee
performing a similar function.
During 1997 the full Board of Directors met on four occasions. All
directors attended at least 75% of the aggregate total number of meetings held
by the Board of Directors and all committees of the Board on which such director
served.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires that
directors, officers and more than 10 percent shareholders of the Company file
reports with the Securities and Exchange Commission within the first 10 days of
the month following any purchase or sale of Shares. The Company is not aware
that any director failed to make such filings in a timely manner during 1997.
Executive Officers
The following is a listing of the Company's executive officers. The day-
to-day operational management of the Company's properties is performed by
Sizeler Real Estate Management Co., Inc. pursuant to a management agreement
which is described under the heading "Management Agreement."
Name, Tenure and
Position(s) with Principal Occupation and Business
the Company Age Experience for Past Five Years
- - ---------------- --- ---------------------------------
Sidney W. Lassen 63 See table under "Information Concerning
Chairman of the Board and Directors."
Chief Executive Officer
since 1986
Thomas A. Masilla, Jr. 51 See table under "Information Concerning
Vice Chairman since 1994, Directors."
President and Principal
Operating Officer since
1995, Chief Financial
Officer since 1996, and
Director since 1986
-10-
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table contains information with
respect to the annual and long-term compensation for the years ended December
31, 1997, 1996 and 1995 for the Company's chief executive officer and each other
executive officer of the Company who received cash compensation in excess of
$100,000 during 1997 (the "Named Officers").
<TABLE>
<CAPTION>
Long Term
Annual Compensation All Other
Compensation Awards (1) Compensation(2)
------------ ---------- ---------------
Name and Principal
Position Year Salary Bonus(3) Options
- - -------- ---- ------ -------- -------
<S> <C> <C> <C> <C> <C>
Sidney W. Lassen 1997 $265,000 $46,000 30,000 shs $ 26,500
Chairman of the Board 1996 250,000 15,000 30,000 shs 25,000
and Chief Executive 1995 250,000 -0- -0- 25,000
Officer
Thomas A. Masilla, Jr. 1997 $210,000 $36,500 30,000 shs $ 21,000
Vice Chairman, 1996 195,000 12,000 30,000 shs 19,500
President, Principal 1995 131,913 1,783 25,000 shs 16,000
Operating Officer and
Chief Financial
Officer
</TABLE>
- - ---------------------------
(1) These options were granted under the 1986 and 1996 Option Plans.
(2) This amount was paid under a nonelective deferred compensation
agreement with each Named Officer, pursuant to which an amount of
deferred compensation is credited annually to a bookkeeping account
maintained for him. Upon the officer's election to retire at age 65,
earlier termination of employment or death, the Company will pay him
his vested interest in his account. His interest vests over a three
year period.
(3) This amount was paid one-half in Shares and one-half in cash.
Option Grants. The following table gives information with respect to option
grants made to the Named Officers during 1997. The information regarding
potential realizable value assumes that the Shares will appreciate at the
compounded percentage rate set
-11-
<PAGE>
forth in the table during the entire term of the option. There can be no
assurance that such appreciation will occur.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
% OF TOTAL AT ASSUMED ANNUAL RATES
OPTIONS/SARS OF STOCK PRICE APPRECIATION
GRANTED TO FOR OPTION TERM
EMPLOYEES IN ---------------
OPTIONS/SARS FISCAL YEAR EXERCISE OR BASE EXPIRATION
NAME GRANTED REALIZED PRICE ($/SH) DATE
---- ------- -------- ------------ ----
5%($) 10%($)
----- ------
<S> <C> <C> <C> <C> <C> <C>
Sidney W. Lassen 30,000(1) 50% $10.25 1/30/07 $193,385 $490,076
Thomas A. Masilla, Jr. 30,000(1) 50% $10.25 1/30/07 $193,385 $490,076
</TABLE>
(1) Becomes exercisable with respect to 15,000 Shares on January 30, 1998,
and 15,000 Shares on January 30, 1999.
Option Exercises and Fiscal Year End Option Values. The following table
shows information with respect to the value realized by the Named Officers
on the exercise of options during 1997 and the value of unexercised options
held by the Named Officers as of December 31, 1997. Valuation calculations
for unexercised options are based on the closing price of the Company's
stock on the New York Stock Exchange (the "Exchange") on December 31, 1997
($10.50).
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES ACQUIRED ON VALUE DECEMBER 31, 1997 DECEMBER 31, 1997
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Sidney W. Lassen 0 $0 100,000/45,000 $45,625/$35,625
Thomas A. Masilla, Jr. 0 $0 54,000/45,000 $42,925/$35,625
</TABLE>
Agreements with Executive Officers. The Company has entered into an
agreement with each of its executive officers. Each agreement has a two-
year term that is extended automatically each month so that the remaining
term of the agreement is 24 months. Each officer is entitled to a minimum
base salary under his agreement ($288,000 for Mr. Lassen and $222,000 for
Mr. Masilla). The Board may terminate an agreement at any time with no
further obligation upon a finding that an officer has breached or neglected
his duties, and an officer may resign at any time upon 30 days' notice. The
Board may also terminate an agreement at any time without cause; in that
event, or upon death or disability, the officer is entitled to 24 months
continued salary and benefits. Provisions for termination of employment
upon a change of control supersede the agreements' regular termination
provisions. Change in control is defined, subject to various
qualifications, as the acquisition by a person or group of beneficial
ownership of 20 percent or more of the Shares,
-12-
<PAGE>
together with a change in the composition of a majority of the Board. If,
within 24 months of a change of control, either the Company terminates an
officer's employment for reasons other than cause (as defined) or
disability, or the officer resigns because of certain changes in the
circumstances of his employment, the officer is entitled to a severance
benefit equal to the lesser of (i) the amount deductible by the Company
under section 280G of the Internal Revenue Code of 1986, as amended, or
(ii) two times the sum of his annual salary and one-half the amount of the
bonuses and nonelective deferred compensation paid or credited to him in
the past 24 months plus continuation of life and health insurance benefits
for 24 months.
Compensation Committee Report. During 1997, the members of the Company's
Compensation Committee were Messrs. Judell, Strauss and McFarland. The
Compensation Committee believes that the primary goals of the Company's
compensation policies should be as follows:
. To provide total compensation opportunities for executive officers
which are competitive with those provided to persons in similar
positions in companies with which the Company competes for
employees.
. To strengthen the mutuality of interest between management and
shareholders through the use of incentive compensation directly
related to corporate performance and through the use of stock-based
incentives that result in increased Share ownership by executive
officers.
. To ensure that the available retirement and capital accumulation
programs will provide for sufficient income to allow management to
retire.
In furtherance of these policies the Company adopted the agreements
with officers, Non-Elective Deferred Compensation Agreements which are
described elsewhere in this Proxy Statement. The Company also adopted an
Incentive Award Plan. The Compensation Committee believes that the
employment agreements provide the Company's executive officers with
sufficient compensation and security in their present positions. The Non-
Elective Deferred Compensation Agreements provide future benefits to the
executive officers for retirement. The Compensation Committee believes that
the Incentive Award Plan will align the interests of the executive officers
with those of the shareholders by (i) basing incentive awards on funds from
operations per share ("FFO"), which the Company and the real estate
investment trust industry believe to be an important measure of the
financial performance of a real estate investment trust, and (ii) paying
50% of each incentive award in Shares. The Incentive Award Plan also grants
the Compensation Committee discretion to make awards less than those
indicated by the Incentive Award Plan's targets if the Compensation
Committee believes that reduction is appropriate. The Compensation
-13-
<PAGE>
Committee will continue to evaluate the Company's compensation program to
determine whether it is providing the incentives for which it is intended.
The Compensation Committee believes that the main purpose of base
compensation is to provide sufficient compensation to the executive
officers of the Company relative to salary levels for other real estate
investment trusts and the officer's level of responsibility. With respect
to Mr. Lassen, the Company's chief executive officer, the Committee
considered a number of factors in setting the compensation set forth in the
agreement with him, the most important of which were the level of
compensation paid to chief executive officers of other real estate
investment trusts the same relative size as the Company (the Company's size
has increased significantly over recent years through acquisitions of new
properties) and the success of the Company's program instituting operating
efficiencies, controlling costs and increasing rental rates and percentages
leased, which was developed under Mr. Lassen's direction.
In determining compensation to be paid to the executive officers of
the Company other than Mr. Lassen in 1997, the Compensation Committee
designed its compensation policies to align the interests of the executive
officers of the Company with the Company's business strategy. These
policies are intended to reward executives for putting into effect the
Company's long-term strategic plan and for enhancing shareholder value,
while at the same time providing sufficient compensation to executives so
that the Company can retain the services of executives whose abilities are
critical to the Company's long-term success.
The Compensation Committee believes that long term stock-based
incentive compensation encourages senior management to operate in a manner
consistent with the interests of the Company's stockholders. In 1997, the
Company granted Mr. Lassen and Mr. Masilla options to purchase 30,000
Shares each.
The Compensation Committee believes that FFO is an important measure
of the financial performance of a real estate investment trust, and the
Incentive Award Plan bases its awards on FFO. The Company's FFO increased
from $1.28 in 1996 to $1.37 in 1997. Because of this, the Compensation
Committee decided to grant bonuses to executive officers of the Company
totalling $82,500 (paid one-half in cash and one-half in Shares).
HAROLD B. JUDELL
THEODORE H. STRAUSS
JAMES W. McFARLAND
Members of The Compensation Committee
This Compensation Committee Report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement and any portion thereof into any filing under the Securities Act
of 1933, as amended, or under
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the Securities Exchange Act of 1934, as amended, and shall not otherwise be
deemed filed under such Acts.
Performance Comparison Set forth below is a line graph comparing the
percentage change in the cumulative return to shareholders on the Company's
Shares over the five years ending December 31, 1997 against the cumulative
return of the Standard & Poor's 500, the Wilshire REIT Index, the Wilshire
RE Securities Index and a Peer Group of diversified REITs. The companies
contained in the Peer Group are listed in the footnote below.
[PERFORMANCE GRAPH APPEARS HERE]
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1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
The Company 100.00 113.15 112.99 106.91 127.98 151.98
- - ---------------------------------------------------------------------------
Wilshire REIT
Index 100.00 113.21 116.17 126.65 155.02 185.49
- - ---------------------------------------------------------------------------
Wilshire RE
Securities Index 100.00 116.02 118.20 128.63 185.42 189.42
- - ---------------------------------------------------------------------------
S&P 500 100.00 110.08 111.53 153.44 188.52 251.44
- - ---------------------------------------------------------------------------
Sizeler Property
Investors Peer
Group (1) 100.00 116.43 123.47 146.48 194.12 234.84
===========================================================================
(1) The Peer Group consists of the following companies in addition to the
Company: Arizona Land Income Corporation, Boddie-Noell Properties, BRT Realty
Trust, Colonial Properties Trust, Cousins Properties Incorporated, CV REIT,
Inc., Duke Realty Investments, Inc., EastGroup Properties, EQK Realty Investors
I, Glenborough Realty Trust, Inc., HMG/Courtland Properties, Inc., Income
Opportunity Realty Trust, Lexington Corporate Properties, Inc., MGI Properties,
Property Capital Trust, Presidential Realty Corporation, Pennsylvania Real
Estate Investment Trust, Pittsburgh & West Virginia Railroad, Realty ReFund
Trust, Santa Anita Realty Enterprises, Inc., Starwood Financial Trust,
Transcontinental Realty Investors, and Washington Real Estate Investment Trust.
Directors' Fees
Directors who are also executive officers of the Company are not separately
compensated for their services as directors. Directors who are not executive
officers are compensated in accordance with the Company's 1994 Directors' Stock
Ownership Plan (the "Directors' Plan"). The Directors' Plan provides for a
stock award of 1,500 Shares to be made to each director annually on the first
business day following January 15. A director may elect to be paid a cash
substitute rather than all or part of an annual stock award. The cash
substitute will equal 90 percent of the value of the Shares for which the
director elects the cash substitute. Directors are also paid a meeting fee of
$1,000 per board meeting.
Management Agreement
The Company has a management agreement (the "Management Agreement") with
Sizeler Real Estate Management Co., Inc. (the "Management Company"). The
Management Company is a wholly-owned subsidiary of Sizeler Realty Co., Inc.
("Sizeler Realty"), in which a beneficial minority interest is directly owned by
Sidney W. Lassen and the balance is owned by members of the families of Mr.
Lassen's wife, and the estates of her mother and father. Mr. Lassen serves as
an officer of Sizeler Realty.
Under the Management Agreement, which was entered into when the Company was
organized in October 1986 and which has been amended from time to time, the
Management Company performs leasing and management services with respect to the
operation of all of the Company's properties, including accounting and data
processing services, collecting rents, making repairs, cleaning and maintenance,
etc. Upon request of the Company, the Management Company performs or causes to
be performed
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advertising, promotion, market research and management information services.
Under the Management Agreement, the annual Management Fee is paid ratably
on a monthly basis and is calculated based upon .65% of the Company's gross
investment in real estate at the beginning of each year (as shown on the
Company's audited financial statements for the previous year), and is adjusted
for acquisitions or dispositions of property during a year effective upon the
acquisition or disposition. At the end of each year, the Management Fee for that
year is adjusted (either upward or downward) by the percentage increase or
decrease in the Company's funds from operations per Share compared to the
previous year.
During 1997, the Company paid the Management Company $2,515,000 consisting
of management and leasing fees and reimbursement for certain administrative
expenses. FFO per share was $1.37 in 1997 and $1.28 in 1996. Accordingly, an
upward adjustment of the Management Fee from .65% of the Company's gross
investment in real estate to .697% was made by mutual agreement of the Company
and the Management Company for the year ended December 31, 1997.
The Company's By-Laws require that the directors of the Company not
affiliated with Sizeler Realty or the Management Company (the "Unaffiliated
Directors") determine at least annually that the compensation the Company
contracts to pay for management services is reasonable in relation to the nature
and quality of services performed and that such compensation is within the
limits prescribed in the Management Agreement. The determination is to be based
upon such factors as the Unaffiliated Directors deem appropriate, including the
size of the fee in relation to the size, composition and profitability of the
Company's real property interests under management, the rates charged to other
REITs and to investors other than REITs by firms performing similar services,
the amount of additional revenues realized by such firm and its affiliates for
other services performed for the Company's properties under management
(including income, conservation or appreciation of capital) and the quality of
those properties. The Unaffiliated Directors have approved the compensation
paid to the Management Company for the year ended December 31, 1997 and have
approved the renewal of the Management Agreement for 1998.
The Management Agreement is renewable annually by the parties, subject to a
determination by a majority of the Unaffiliated Directors that the Management
Company's performance has been satisfactory, and subject to the termination
rights of the parties. The Management Agreement may be terminated for any
reason by either party upon 180 days' written notice.
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Certain Transactions and Relationships
In connection with the Company's acquisition of the improvements at the
Westland Shopping Center in Kenner, Louisiana, in February 1987, the Company
entered into a ground lease with the two trusts that own the land, the
respective beneficiaries of which are Mr. Lassen's wife and brother-in-law.
Under the ground lease, which expires in 2046, the Company pays the owners an
annual rental of 8% of gross rental income (i.e., minimum and percentage rents)
received from tenants of the center. For the year ended December 31, 1997, the
total expense by the Company under the ground lease amounted to $51,000.
The Company leases approximately 14,000 square feet at the Westland
Shopping Center to Sizeler Realty. The lease provides for an annual rental of
$84,300 plus a proportionate share of the center's operating expenses. The lease
term expires January 31, 2002. Sizeler Realty has two five-year renewal options
remaining.
In March 1991, the Company purchased a one-half interest in the Southwood
Shopping Center, a 40,000 square foot community shopping center in Gretna,
Louisiana, from Sizeler Realty Co.(LaPalco), Inc. ("LaPalco"), a wholly owned
subsidiary of Sizeler Realty, for $900,000. The Southwood Shopping Center is
subject to a ground lease from Sidney W. Lassen and his wife, and I. William
Sizeler, Mr. Lassen's brother-in-law, and his wife. The ground lease's term
runs through March 31, 2031. The rent under the ground lease is 50% of cash
flow (after debt service and certain other adjustments described below) up to a
maximum of $225,000 and in the event the rental payment shall reach $225,000 in
any year, it shall remain fixed at $225,000 for each year thereafter. For 1997,
there were no payments under the ground lease. The Company and LaPalco each
contributed their one-half interests in the Southwood Shopping Center to a
partnership. Under the terms of the partnership agreement, the Company is to
receive a preferential return equal to 11.25% of (i) its initial contributions
to the partnership (valued at $900,000) plus (ii) any subsequent contributions
less (iii) any distributions to the Company from sums available from sale or
refinancing. Profit and loss allocations after this preferential allocation and
the distribution of a like sum to LaPalco will be based on respective ownership
interests. Payments of rent under the ground lease are subordinate to payment
of the Company's preference. LaPalco is the primary obligor on a mortgage note
payable, whose principal balance was approximately $1,247,000 on December 31,
1997, maturing in March 1999, secured by the Southwood Shopping Center
guaranteed by Sizeler Realty, which LaPalco is obligated to satisfy out of its
partnership distributions or other sources. In the event of a sale of the
Southwood Shopping Center, proceeds would be distributed as follows: first, to
the Company in the amount of any unpaid preferential return plus the amount of
its contributions; second, to LaPalco in an amount equal to the greater of the
amount distributed to the Company or the amount of
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financing still outstanding; and finally, to the partners in accordance with
their respective interests.
The Company, directly or through wholly-owned subsidiaries, owns its
interests in Southland Mall, North Shore Square Mall, Delchamps Plaza, Hammond
Square Mall, Westgate Shopping Center, Westland Shopping Center, Airline Park
Shopping Center, Azalea Gardens Shopping Center, Colonial Shopping Center,
Steeplechase Apartments, Garden Lane Apartments, Georgian Apartments, Colonial
Manor Apartments and Magnolia Place Apartments through partnerships in which the
Company has a 99% interest and its partner has a 1% interest. In each case, its
partner is a wholly-owned subsidiary of Sizeler Realty.
See "Management Agreement" for information concerning the compensation by
the Company of the Management Company pursuant to the Management Agreement and
the affiliation of a Company director and officer with the Management Company
and its parent company, Sizeler Realty.
2. PROPOSAL TO ADOPT AMENDMENTS TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE
AUTHORIZED SHARES OF CAPITAL STOCK
The Company's Restated Certificate of Incorporation, as amended (the
"Certificate"), provides that the Company may issue up to 30,000,000 shares of
Common Stock and 6,000,000 shares of Preferred Stock, par value $.01 per share
("Preferred Stock"). As of March 1, 1998, the Company had issued or reserved
for issuance approximately 14.7 million shares of Common Stock. The Board of
Directors believes that it is important that the Company increase the number of
authorized shares of Common Stock and Preferred Stock so that there will be
Shares available to raise additional capital through issuances of Shares, to
permit stock dividends or stock splits or to acquire property through the
issuance of Shares. The Board also believes that the Company should have
additional authorized shares of Preferred Stock, which could be used for the
same purposes.
The laws of the State of Delaware, under which the Company is incorporated,
impose a franchise tax to which the Company is subject and which is calculated
in part based on the number of authorized shares of the Company's capital stock.
This tax has been increased substantially in recent years. Accordingly, the
Company must weigh its need for additional authorized capital against the
franchise tax cost imposed by having authorized but unissued capital.
Conversely, the Board did not want to authorize too few shares of capital stock,
which could reduce the Company's financial flexibility because of possible
lengthy delays associated with soliciting stockholder approval for an amendment
to increase authorized capital should the need arise on short notice. After
consultation with counsel, the Board of Directors has determined to request
stockholder approval of a series of amendments to the Certificate which would
allow the Board of Directors, upon filing the appropriate amendment, to increase
the authorized number of Shares and shares of Preferred
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Stock in three steps over a ten year period. Notwithstanding stockholder
approval of the amendments, under Section 242(c) of the Delaware General
Corporation Law, the Board of Directors could decide to abandon the filing of
any such amendment. This will allow the Company to retain the flexibility to
increase quickly its authorized capital by action of the Board of Directors, as
corporate needs dictate, without subjecting the Company to Delaware franchise
tax on authorized capital not presently needed.
Based upon the foregoing, the Board of Directors approved and unanimously
recommends that the stockholders adopt amendments to the Certificate to increase
the number of authorized Shares from 30,000,000 to 45,000,000 in three 5,000,000
share increments by filing up to three amendments to the Certificate over the
next ten years and to increase the number of authorized shares of Preferred
Stock from 6,000,000 to 9,000,000 in three 1,000,000 shares increments by filing
three amendments to the Certificate over the next ten years.
THE AMENDMENTS
[THE TEXT OF THE AMENDMENTS IS SET FORTH IN EXHIBIT A].
The Certificate presently authorizes 30,000,000 shares of Common Stock and
6,000,000 shares of Preferred Stock. The series of amendments with respect to
Shares would increase the number of authorized Shares by 5,000,000 per proposed
amendment, giving the Board the ability to increase the authorized number of
Shares to 45,000,000 over the next ten years.
The series of amendments with respect to shares of Preferred Stock would
increase the number of authorized shares of Preferred Stock by 1,000,000 Shares
per proposed amendment, giving the Board the ability to increase the number of
authorized shares of Preferred Stock from 6,000,000 to 9,000,000 over the next
ten years.
The increase in authorized capital will not have any immediate effect on
the rights of existing shareholders. To the extent that the additional
authorized shares are issued in the future, the existing shareholders'
percentage equity ownership will decrease and, depending on the price at which
shares are issued, could have the effect of diluting the earnings per share and
book value per share of outstanding Shares. The holder of Shares have no
preemptive rights. The increase in the authorized capital and the subsequent
issuance of such shares could have the effect of delaying or preventing a change
in control of the Company without further action by the stockholders by diluting
the stock ownership or voting rights of a person seeking to obtain control of
the Company.
VOTING REQUIREMENTS
The votes with respect to each of the six amendments set forth in Exhibit A
will be tallied separately. The affirmative
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<PAGE>
vote of a majority of the outstanding Shares is necessary to approve each
amendment.
3. OTHER MATTERS
The directors know of no business to be brought before the Meeting other
than as set forth above. If, however, any other business should properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote such proxies in accordance with their best judgment on
such matters.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick, LLP, independent accountants, has audited the books of
the Company since 1995. The Board of Directors has not yet appointed a firm to
act as auditors for the fiscal year ending December 31, 1998. A representative
of KPMG Peat Marwick, LLP is expected to be present at the Meeting and will have
an opportunity to make a statement, if he so desires, and will be available to
respond to appropriate questions.
STOCKHOLDER PROPOSALS FOR THE 1999
ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals must be received by the Company at its office at 2542
Williams Boulevard, Kenner, Louisiana 70062 no later than December 3, 1998, in
order to be considered for inclusion in the Company's proxy materials for the
1999 Annual Meeting of Stockholders.
By Order of the Board of Directors
THOMAS A. MASILLA, JR.
President
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<PAGE>
EXHIBIT A
PROPOSED AMENDMENTS TO RESTATED
CERTIFICATE OF INCORPORATION, AS AMENDED,
REGARDING INCREASES IN AUTHORIZED CAPITAL
The shareholders are being asked to approve the following amendments to the
beginning language of Article FOURTH of the Company's Restated Certificate of
Incorporation, as amended:
FOURTH: The Corporation is authorized to issue two (2) classes of stock, as
follows:
[The following are three (3) amendments with respect to Common Stock].
(a) COMMON STOCK. The total number of shares of Common Stock which the
Corporation shall have the authority to issue shall be Thirty-Five Million
(35,000,000) shares and the par value of each such shares is one cent ($.01).
(a) COMMON STOCK. The total number of shares of Common Stock which the
Corporation shall have the authority to issue shall be Forty Million
(40,000,000) shares and the par value of each such shares is one cent ($.01).
(a) COMMON STOCK. The total number of shares of Common Stock which the
Corporations shall have the authority to issue shall be Forty-Five Million
(45,000,000) shares and the par value of each such share is one cent ($.01).
[The following are three (3) amendments with respect to Preferred Stock].
(b) PREFERRED STOCK. The total number of shares of Preferred Stock which
the Corporation shall have the authority to issue is Seven Million (7,000,000)
shares, and the par value of each such share is one cent ($.01).
(b) PREFERRED STOCK. The total number of shares of Preferred Stock which
the Corporation shall have the authority to issue is Eight Million (8,000,000)
shares, and the par value of each such share is one cent ($.01).
(b) PREFERRED STOCK. The total number of shares of Preferred Stock which
the Corporation shall have the authority to issue is Nine Million (9,000,000)
shares, and the par value of each such share is one cent ($.01).
<PAGE>
PROXY
SIZELER PROPERTY INVESTORS, INC.
2542 Williams Boulevard
Kenner, Louisiana 70062
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoints SIDNEY W. LASSEN and THOMAS A. MASILLA, JR. and
each or either of them, Proxies for the undersigned, with full power of
substitution, to vote all shares of Common Stock, par value $.01 per share, of
Sizeler Property Investors, Inc. (the "Company") which the undersigned would be
entitled to vote at the Annual Meeting of Stockholders to be held at The Ritz-
Carlton Hotel, 100 South Ocean Boulevard, Manalapan, Florida on Friday, May 8,
1998 at 10:00 a.m., local time, or any adjournment thereof, and directs that the
shares represented by this Proxy shall be voted as indicated below:
1. ELECTION OF DIRECTORS: Election of the three nominees listed below to serve
until the annual meeting of stockholders in 2001 and until their successors
are duly elected and qualified.
[_] FOR all nominees listed [_] WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
below
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through his name in the list below:
J. Terrell Brown, Harold B. Judell and Richard L. Pearlstone
2. Proposal to increase number of authorized shares of Common stock to
35,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
3. Proposal to increase number of authorized shares of Common Stock to
40,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
4. Proposal to increase number of authorized shares of Common Stock to
45,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
5. Proposal to increase number of authorized shares of Preferred Stock to
7,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
6. Proposal to increase number of authorized shares of Preferred Stock to
8,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
7. Proposal to increase number of authorized shares of Preferred Stock to
9,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
8. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. THE BOARD OF DIRECTORS FAVORS A VOTE FOR THE PROPOSALS ABOVE. IF
NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSALS 1 THROUGH 7.
<PAGE>
Please date and sign your name exactly as it appears below and return this Proxy
promptly in the enclosed envelope, which requires no postage if mailed in the
United States.
Dated_____________________, 1998
________________________________
Signature
________________________________
Signature
Joint owners should each sign. Executors,
administrators, trustees, guardians and
corporate officers should give
title.
(BACK)
