<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(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:
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(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 12, 2000
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
(the "Meeting") of Sizeler Property Investors, Inc. (the "Company") will be
held at the Four Seasons Resort Hotel, 2800 South Ocean Boulevard, Palm
Beach, Florida, on Friday, May 12, 2000, 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 2003 or until their successors are duly
elected and qualified.
2. 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 28, 2000
are entitled to receive notice of and to vote at the Meeting or any adjournments
thereof. A complete list of stockholders entitled to vote at the 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 Meeting. If you are unable to attend
in person, please vote, sign, date and return your enclosed proxy card promptly
or use the convenience of telephone or Internet voting so that your shares may
be voted. Postage is not required for mailing proxy cards 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
/s/ Thomas A. Masilla, Jr.
----------------------------------
THOMAS A. MASILLA, JR.
President
DATED: April 7, 2000
STOCKHOLDERS ARE URGED TO VOTE BY USING TELEPHONE OR INTERNET VOTING
OR 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 7, 2000
SIZELER PROPERTY INVESTORS, INC.
2542 WILLIAMS BOULEVARD
KENNER, LOUISIANA 70062
--------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 2000
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 12, 2000, at 10:00 a.m., local time, at the Four Seasons
Resort Hotel, 2800 South Ocean Boulevard, Palm Beach, Florida (the "Meeting"). A
copy of the Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1999 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 7, 2000.
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
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.
<PAGE>
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 28, 2000. On that date there were 7,884,725 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 card and those Shares
voted via telephone or the Internet 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 (the "Exchange Act")) owned beneficially, as of February 3, 2000, more
than five percent of the outstanding Shares except as described in the following
table:
<TABLE>
<CAPTION>
Amount and
Nature of Percentage
Name and Address Beneficial of Shares
of Beneficial Owner Ownership Outstanding (1)
- ------------------- ----------- ---------------
<S> <C> <C>
Sidney W. Lassen
2542 Williams Boulevard
Kenner, LA 70062.......................................... 655,778 (2) 8.3%
Deer Isle Partners, L.P.
Deer Isle Management, L.L.C.
David M. Brown
860 Fifth Avenue
Suite 19A
New York, NY 10021........................................ 732,000 (3) 9.3
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111.......................................... 498,076 (4) 6.3
Merrill Lynch & Co., Inc.
250 Vesey Street
New York, NY 10381........................................ 538,461 (5) 6.8
Palisade Capital Management, L.L.C.
One Bridge Plaza
Suite 695
Fort Lee, NJ 07024........................................ 474,000 (6) 6.0
Ryback Management Corporation
7711 Carondelet Avenue
Box 16900
St. Louis, MO 63105 ...................................... 569,938 (7) 7.2
</TABLE>
- -------------
2
<PAGE>
(1) Based on the number of Shares outstanding on February 3, 2000 which was
7,912,013 Shares.
(2) These Shares include (i) 7,000 Shares owned by the Company and credited to
the Company's deferred compensation account for the benefit of Mr. Lassen;
(ii) 170,000 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 and her parents' estates; (iv) 57,000 Shares owned by a
limited liability company of which Mr. Lassen is manager and Mr. Lassen's
wife owns an approximately 26% interest; and (v) 15,000 Shares owned by a
Lassen family partnership. These Shares do not include (i) 11,800 Shares
with respect to which Mr. Lassen's daughter, Jill L. Botnick, has voting
and investment power; (ii) 5,000 Shares held by Mr. Lassen's wife; and
(iii) 30,000 Shares owned by I. William Sizeler, brother of Mr. Lassen's
wife. Mr. Lassen disclaims beneficial interest in, and voting or investment
power over, the Shares described in the preceding sentence; and he
disclaims beneficial interest in all the Shares held by the limited
liability company and in all but 1.9% of the Shares held by the Lassen
family partnership, respectively items (iv) and (v) in the first sentence
of this note.
(3) Based upon a Schedule 13G dated December 31, 1999 filed with the Securities
and Exchange Commission ("SEC") which indicates that Mr. Brown has sole
voting and dispositive power with respect to 18,000 Shares and shared
voting and dispositive power with respect to 714,000 Shares, 656,900 Shares
of which is shared with Deer Isle Management, L.L.C. and Deer Isle
Partners, L.P. Mr. Brown is the managing member of Deer Isle Management,
L.L.C., which is the general partner of Deer Isle Partners, L.P.
(4) Based upon a Schedule 13G dated December 31, 1999 filed with the SEC which
indicates that Loomis, Sayles & Company, L.P. beneficially owns a total of
498,076 Shares, with respect to 355,768 Shares it has sole voting power,
76,922 Shares it has shared voting power, and 498,076 Shares it has shared
dispositive power.
(5) Based upon a Schedule 13G dated December 31, 1999 filed with the SEC by
Merrill Lynch & Co., Inc. which indicated that Merrill Lynch & Co., Inc.
shares voting and dispositive power, with respect to 538,461 Shares, with
Merrill Lynch Asset Management, L.P. and, with respect to 423,077 Shares,
with Merrill Lynch Global Allocation Fund, Inc., as to each of which
beneficial ownership is disclaimed. Merrill Lynch Asset Management, L.P.
and Merrill Lynch Global Allocation Fund, Inc. are directly or indirectly
controlled by Merrill Lynch & Co., Inc.
(6) Based upon a Schedule 13G dated December 31, 1999 filed with the SEC by
Palisade Capital Management, L.L.C. ("Palisade"), which indicates that
Palisade has sole voting with respect to 464,000 shares and sole
dispositive power with respect to 474,000 Shares.
(7) Based upon a Schedule 13G dated January 29, 1999 filed with the SEC by
Ryback Management Corporation ("Ryback"), which indicates that Ryback has
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"). Lindner Dividend Fund has
the economic interest in the Shares issuable upon conversion of the
Debentures. Lindner Dividend Fund is a separate series of the Lindner
Investment Series Trust.
3
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the Shares beneficially owned as of
February 3, 2000 by each director, nominee for director, executive officer, and
by the directors and executive officers of the Company as a group. Unless
otherwise stated, each person has sole voting and investment power with respect
to the Shares set forth in the table.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENTAGE
BENEFICIAL OF SHARES
NAME OWNERSHIP OUTSTANDING (1)
- ---- ----------- ---------------
<S> <C> <C>
J. Terrell Brown................................................................... 27,750 (2) *
James W. Brodie.................................................................... 35,697 (3) *
Francis L. Fraenkel................................................................ 211,174 (4) 2.7%
Harold B. Judell................................................................... 54,033 (5) *
Sidney W. Lassen................................................................... 655,778 (6) 8.3
Thomas A. Masilla, Jr. ............................................................ 154,765 (7) 2.0
James W. McFarland................................................................. 27,500 (8) *
Richard L. Pearlstone.............................................................. 58,848 (9) *
Theodore H. Strauss................................................................ 57,600 (10) *
Robert A. Whelan................................................................... 401 (11) *
All directors and executive officers as a group.................................... 1,283,546 (12) 16.2
</TABLE>
______________
* Indicates ownership of less than 1%.
(1) Based on the number of Shares outstanding on February 3, 2000 which was
7,912,013 Shares.
(2) Includes 18,000 Shares Mr. Brown has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan and the 1996 Stock
Option Plan.
(3) Mr. Brodie became an executive officer on February 3, 2000. This table
reflects Mr. Brodie's beneficial ownership as of January 10, 2000. This
includes 33,750 Shares Mr. Brodie has the right to purchase pursuant to
options granted under the 1986 Option Plan and the 1996 Stock Option Plan.
(4) Mr. Fraenkel has sole voting power with respect to 16,000 Shares and sole
dispositive power with respect to 149,406 Shares. Includes 15,000 Shares
Mr. Fraenkel has the right to purchase pursuant to exercisable options
granted under the 1986 Option Plan and the 1996 Option Plan and 30,768
Shares he has the right to acquire beneficial ownership of pursuant to the
conversion of Debentures.
(5) Includes 17,693 Shares Mr. Judell has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan, the Company's 1989
Stock Option Plan and the 1996 Stock Option Plan.
(6) See note (2) to table under "Security Ownership of Certain Beneficial
Owners."
(7) Includes (i) 13,590 Shares owned by the Company and credited to the
Company's deferred compensation account for the benefit of Mr. Masilla and
(ii) 132,000 Shares Mr. Masilla has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan and the 1996 Stock
Option Plan.
4
<PAGE>
(8) Includes 19,000 Shares Mr. McFarland has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan and the 1996 Stock
Option Plan.
(9) 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 22,000 Shares Mr. Pearlstone has the right to purchase pursuant to
exercisable options granted under the 1986 Option Plan and 1996 Stock
Option Plan.
(10) Includes 20,000 Shares Mr. Strauss has the right to purchase
pursuant to exercisable options granted under the 1986 Option Plan and
1996 Stock Option Plan.
(11) Mr. Whelan joined the Company as Chief Financial Officer in May 1999.
(12) See notes (2) through (11) above.
1. ELECTION OF DIRECTORS
Information Concerning Directors
The Company's Restated Certificate of Incorporation, as amended,
provides that the number of directors will be not less than five and not more
than fifteen and that the directors will 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 2003 or until his successor is duly elected and
qualified. 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 either of the nominees
listed below will be unable to serve, if such a situation arises prior to the
Meeting, the 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.
5
<PAGE>
<TABLE>
<CAPTION>
NAME, TENURE AND PRINCIPAL OCCUPATION AND BUSINESS
POSITION(S) WITH THE COMPANY AGE EXPERIENCE FOR PAST FIVE YEARS (1)
- ----------------------------- --- ----------------------------------
<S> <C> <C>
DIRECTORS STANDING FOR ELECTION
Thomas A. Masilla, Jr. .................................. 53 Vice Chairman of the Board since
Vice Chairman of the Board since 1994, 1994, President and Principal
President and Principal Operating Operating Officer since 1995
Officer since 1995, and Chief Financial Officer from
and Director since 1986 1996 through May 1999.
James W. McFarland........................................ 54 Dean of A.B. Freeman School of
Director since 1994 Business, Tulane University.
Theodore H. Strauss....................................... 75 Senior Managing Director with Bear
Director since 1994 Stearns & Co. Inc.
DIRECTORS WHOSE TERMS EXPIRE IN 2001
J. Terrell Brown.......................................... 60 Chairman of GMFS, LLC (mortgage
Director since 1995 lending) since May 1999.
Prior to May 1999, President
and Chief Executive officer
of United Companies Financial
Corporation (financial services). (2)
Harold B. Judell........................................... 85 Senior partner in the law firm of
Director since 1986 Foley & Judell, LLP; Vice
President and Treasurer of
Dauphine Orleans Hotel
Corporation.
Richard L. Pearlstone...................................... 52 President of The Pearlstone Group,
Director since 1986 Inc. (investments) since 1995;
Chief Executive Officer of Cross
Keys Asset Management, Inc.
(investment advisors) since
November 1986; and Chief
Executive Officer of SNP
Management LLC (management
company) since November 1999.
DIRECTORS WHOSE TERMS EXPIRE IN 2002
Francis L. Fraenkel......................................... 67 Managing Director of Delta Capital
Director since 1993 Management, LLC (investment
management) since April 1999;
Chairman of Delta Capital
Management, Inc. prior to April
1999. (3).
Sidney W. Lassen............................................. 65 Chairman of the Board and Chief
Chairman of the Board and Executive Officer of the
Chief Executive Officer since 1986 Company; Chairman of the
Board and Chief Executive
Officer of Sizeler Realty.
</TABLE>
6
<PAGE>
______________
(1) Unless otherwise stated, each director has held the position indicated for
at least the past five years.
(2) On March 1, 1999, United Companies Financial Corporation announced that it
was reorganizing under Chapter 11 of the United States Bankruptcy Code.
(3) On April 1, 1999, Delta Capital Management, Inc. reorganized into a limited
liability company and changed its name to Delta Capital Management, LLC.
OTHER TRUSTEESHIPS AND DIRECTORSHIPS
The directors of the Company serve on the Boards of Directors or the Boards
of Trustees of the following publicly held companies:
<TABLE>
<CAPTION>
NAME COMPANY
----- ---------
<S> <C>
Francis L. Fraenkel............................ Battery Park High Yield Fund
Sidney W. Lassen............................... Hibernia Corporation
James W. McFarland............................. Petroleum Helicopters, Inc.
Stewart Enterprises, Inc.
Theodore H. Strauss........................... Clear Channel Communications, Inc.
Hollywood Casino Corporation
</TABLE>
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 1999.
The Audit Committee of the Board of Directors consists of Messrs. Brown,
Fraenkel, Judell and McFarland. The Audit Committee met once during 1999. Its
functions have been 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 1999, the Compensation Committee consisted of Messrs. Judell,
McFarland and Strauss. The Compensation Committee met once during 1999. The
function of the Compensation Committee is to review the compensation program for
executive officers and to administer the 1986 Option Plan and the 1996 Stock
Option Plan.
The Company does not have a separate nominating committee or any committee
performing a similar function.
During 1999 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.
7
<PAGE>
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."
<TABLE>
<CAPTION>
NAME, TENURE AND PRINCIPAL OCCUPATION AND BUSINESS
POSITION(S) WITH THE COMPANY AGE EXPERIENCE FOR PAST FIVE YEARS
- ----------------------------- ----- ---------------------------------
<S> <C> <C>
Sidney W. Lassen........................................ 65 See table under "Information
Chairman of the Board and Concerning Directors."
Chief Executive Officer since 1986
Thomas A. Masilla, Jr. ................................. 53 See table under "Information
Vice Chairman of the Board Concerning Directors."
since 1994, President and Principal
Operating Officer since 1995 and
Director since 1986
Robert A. Whelan......................................... 32 Chief Financial Officer of the
Chief Financial Officer Company since May 1999;
Real Estate Consultant for Ernst
& Young/Kenneth Leventhal Real Estate
Group from July 1996 to May 1999; Consultant
with Price Waterhouse prior to 1996.
James W. Brodie........................................... 31 Vice President of the Company
Vice President since 1991 and since 1991; Secretary of the
Secretary since 1999 Company since 1999; Assistant
Secretary from 1997 to 1999;
joined the Company in 1989. (1)
</TABLE>
______________
(1) Mr. Brodie became an executive officer on February 3, 2000.
8
<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, 1999, 1998 and 1997 for the Company's chief executive officer and
each other person who was an executive officer of the Company on December 31,
1999 who received cash compensation in excess of $100,000 during 1999 (the
"Named Officers").
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION ALL OTHER
COMPENSATION AWARDS COMPENSATION (1)
---------------------- --------------- ----------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (2) OPTIONS/SARS(3)
- --------------------------- ---- -------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Sidney W. Lassen 1999 $305,000 $53,100 30,000 shs $30,500
Chairman of the Board and 1998 288,000 45,000 35,000 shs 28,800
Chief Executive Officer 1997 265,000 46,000 30,000 shs 26,500
Thomas A. Masilla, Jr. 1999 $235,000 $41,000 20,000 shs $23,500
Vice Chairman of the Board, 1998 222,000 35,000 30,000 shs 22,000
President, and Principal 1997 210,000 36,500 30,000 shs 21,500
Operating Officer
</TABLE>
______________
(1) This amount was paid under a nonelective deferred compensation agreement
with each Named Officer, pursuant to which an amount of deferred
compensation is credited annually to a bookkeeping account maintained for
him. Upon the Named Officer's election to retire at age 65, earlier
termination of employment or death, the Company will pay him his vested
interest in his account. His interest vests over a three year period.
(2) This amount was paid one-half in Shares and one-half in cash.
(3) These options were granted under the 1996 Stock Option Plan.
Option Grants. The following table gives information with respect to
option grants made to the Named Officers during 1999. The information regarding
potential realizable value assumes that the Shares will appreciate at the
compounded percentage rate set forth in the table during the entire term of the
option. There can be no assurance that such appreciation will occur.
<TABLE>
<CAPTION>
% OF TOTAL POTENTIAL REALIZABLE VALUE
NUMBER OF OPTIONS/SARS AT ASSUMED ANNUAL RATES
SECURITIES UNDERLYING GRANTED TO EXERCISE OR OF STOCK PRICE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION APPRECIATION FOR
NAME GRANTED FISCAL YEAR ($/SH) DATE OPTION TERM
---- --------------------- ------------- ----------- ---------- ------------------------
5% 10%
--------- -----------
<S> <C> <C> <C> <C> <C> <C>
Sidney W. Lassen................. 30,000 (1) 43% $8.375 2/4/09 $158,010 $400,428
Thomas A. Masilla, Jr. .......... 20,000 (2) 29% $8.375 2/4/09 $105,340 $266,952
</TABLE>
______________
(1) Becomes exercisable with respect to 15,000 Shares on February 5, 2000, and
15,000 Shares on February 5, 2001.
(2) Becomes exercisable with respect to 10,000 Shares on February 5, 2000, and
10,000 Shares on February 5, 2001.
9
<PAGE>
Option Exercises and Fiscal Year End Values. The following table shows
information with respect to the value realized by the Named Officers on the
exercise of options during 1999 and the value of unexercised options held by the
Named Officers as of December 31, 1999. Valuation calculations for unexercised
options are based on the closing price of a Share on the New York Stock Exchange
on December 31, 1999 ($8.125).
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-
NUMBER OF UNEXERCISED THE-MONEY OPTIONS/SARS
SHARES ACQUIRED ON VALUE OPTIONS/SARS AT DECEMBER 31, 1999 AT DECEMBER 31, 1999
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------ -------- --------------------------------- -------------------------
<S> <C> <C> <C> <C>
Sidney W. Lassen 0 $0 152,500/47,500 $0/$0
Thomas A. Masilla, Jr. 0 $0 113,000/35,000 $0/$0
</TABLE>
Agreements with Executive Officers. The Company has entered into an
agreement with Messrs. Lassen and Masilla. 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 such officer is entitled to a minimum base salary
under his agreement ($305,000 for Mr. Lassen and $235,000 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% or more of the Shares, 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 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 1999, the members of the Company's
Compensation Committee were Messrs. McFarland (Chairman), Judell and Strauss.
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
stockholders 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.
In furtherance of these policies the Company adopted the agreements with
officers and 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 stockholders by (i) basing
incentive awards on funds from operations ("FFO") per share, which the Company
and the REIT industry believe to be an important measure of the financial
performance of a REIT, 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 Committee will continue to evaluate the Company's compensation
program to determine whether it is providing the incentives for which it is
intended.
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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 REITs 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 REITs
the same relative size as the Company 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 1999, the Compensation Committee designed its
compensation policies to align the interests of the executive officers of the
Company with the Company's business strategies. These policies are intended to
reward executives for putting into effect the Company's long-term business
strategies and for enhancing stockholder 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 1999, the
Company granted Mr. Lassen an option to purchase 30,000 Shares and granted
Mr. Masilla an option to purchase 20,000 Shares.
The Compensation Committee believes that FFO is an important measure of
the financial performance of a REIT, and the Incentive Award Plan bases its
awards on FFO. The Company's FFO increased from $1.47 in 1998 to $1.60 in 1999.
Because of this, the Compensation Committee decided to grant bonuses to
executive officers of the Company totaling $118,000 (paid one-half in cash and
one-half in Shares).
JAMES W. MCFARLAND
HAROLD B. JUDELL
THEODORE H. STRAUSS
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 the Exchange Act and shall not otherwise be deemed
filed under such Acts.
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PERFORMANCE COMPARISON
Set forth below is a line graph comparing the percentage change in the
cumulative total return to stockholders on the Shares over the five years ending
December 31, 1999 against the cumulative total return of a Peer Group of
diversified REITs, the Standard & Poor's 500, the Wilshire REIT Index and the
Wilshire RE Securities Index. The companies contained in the Peer Group are
listed in the footnote below. In 1999 the Company's total return outperformed
its industry peers between 6 and 10 percent, but trailed the S&P 500.
[GRAPH]
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 1999
TOTAL
RETURN
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
The Company 100.00 94.62 113.27 134.50 122.83 126.29 2.8%
Sizeler Property Investors Peer Group (1) 100.00 118.72 157.26 189.24 186.15 172.86 (7.1)
Wilshire REIT Index 100.00 109.01 133.43 159.67 133.00 129.01 (3.0)
Wilshire RE Securities Index 100.00 108.83 134.03 160.26 132.90 128.92 (3.0)
S&P 500 100.00 137.58 169.03 225.44 289.79 350.50 21.0
</TABLE>
- --------
(1) The Peer Group consists of the following companies in addition to the
Company: Boddie- Noell Properties, BRT Realty Trust, Colonial Properties
Trust, Cousins Properties Incorporated, CV REIT, Inc., Duke-Weeks Realty
Corporation, EastGroup Properties, Inc., EQK Realty Investors I,
Glenborough Realty Trust, Inc., HMG/Courtland Properties, Inc., Income
Opportunity Realty Investors, Inc., Lexington Corporate Properties Trust,
MGI Properties, Property Capital Trust (until liquidated on June 7, 1999),
Presidential Realty Corporation, Pennsylvania Real Estate Investment Trust,
Pittsburgh & West Virginia Railroad, Transcontinental Realty Investors, and
Washington Real Estate Investment Trust.
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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% 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 and $500 per committee meeting. In addition, directors who are not
also employees of the Company received an automatic grant of an option to
purchase 2,000 Shares on January 4, 1999 for a purchase price of $8.78 per Share
and an option to purchase 6,000 Shares on May 7, 1999 for a purchase price of
$9.00 per Share.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on its review of reports filed pursuant to Section 16(a) of
the Exchange Act or written representations from directors and executive
officers required to file such reports, the Company believes that all such
filings required of its officers and directors were timely made, except that
Robert A. Whelan's initial report of Share ownership on Form 3 was inadvertently
filed late. The report showed no Shares owned when he became an executive
officer.
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 in which a
beneficial minority interest is directly owned by Sidney W. Lassen and the
balance is owned by members of the family 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 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 FFO per Share compared to the previous year.
During 1999, the Company paid the Management Company $2,962,000
consisting of management and leasing fees and reimbursement for certain
administrative expenses. FFO per Share was $1.60 in 1999 and $1.47 in 1998.
Accordingly, an upward adjustment of the management fee from .65% of the
Company's gross investment in real estate to .707% was made by mutual agreement
of the Company and the Management Company for the year ended December 31, 1999
and paid in 2000.
The Company's Bylaws 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
real estate investment trusts and to investors other than real estate investment
trusts 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
13
<PAGE>
under management (including income, conservation or appreciation of capital) and
the quality of those properties.
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.
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 her brother. The
grantors of the respective trusts are deceased and the beneficiaries have
succeeded to ownership of the land. 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, 1999, the total expense by the Company under the
ground lease amounted to $56,000.
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, Mrs. Lassen's brother, 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 1999,
payments of $22,000 were made 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 preferential return. LaPalco is the primary obligor on a mortgage
note payable with a principal balance of approximately $1,145,000 on December
31, 1999 and maturing in September 2004, secured by the Southwood Shopping
Center guaranteed by Sizeler Realty, which LaPalco was 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 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, Magnolia Place Apartments and Governors Gate 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.
14
<PAGE>
2. 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 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, 2000. A representative of KPMG
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 2001
ANNUAL MEETING OF STOCKHOLDERS
Proposals in Company's Proxy Statement
Stockholder proposals submitted for inclusion as a stockholder proposal
in the Company's proxy materials for the 2001 Annual Meeting of Stockholders
must be received by the Company at its office at 2542 Williams Boulevard,
Kenner, Louisiana 70062 no later than December 8, 2000.
Proposals to be Introduced at the Annual Meeting
But Not Intended to be Included in the Company's Proxy Statement
In order to be considered at the 2001 Annual Meeting of Stockholders,
stockholder proposals must comply with the advance notice and eligibility
requirements contained in the Company's Bylaws. The Company's Bylaws provide
that stockholders are required to give advance notice to the Company of any
nomination by a stockholder of nominees for election as directors and of any
business to be brought by a stockholder before a stockholders' meeting. The
stockholder providing such notice must be a stockholder of record of the Company
who was a stockholder of record at the time of the giving of the notice provided
for in the Bylaws, who was entitled to vote at the meeting and who has complied
with the notice procedures set forth in the Bylaws.
For nominations of directors or other business to be properly brought
before an annual meeting by a stockholder, a stockholder must give timely notice
in writing to the Chairman of the Board or the President of the Company and such
business must be a proper matter for stockholder action under the General
Incorporation Law of the State of Delaware. To be timely, a stockholder's notice
must be delivered to the Chairman or the President not less than 60 days or more
than 90 days prior to the first anniversary of the date on which the Company
first mailed its proxy materials for the preceding year's annual meeting of
stockholders; provided, however, that if the date of the annual meeting is
advanced more than 30 days prior to or delayed by more than 30 days after the
anniversary of the preceding year's annual meeting, notice by the stockholder
must be delivered not later than the close of business on the later of (i) the
90th day prior to such annual meeting or (ii) the 10th day following the day on
which public announcement of the date of such meeting is first made. The notice
must include specified information about each nominee or the proposed business
and the stockholder making the nomination or proposal.
Based upon an initial mailing of April 7, 2000 for this Proxy Statement,
a qualified stockholder intending to introduce a proposal or nominate a director
at the 2001 Annual Meeting of Stockholders but not intending the proposal to be
included in the Company's proxy materials should give written notice to the
Company's Chairman or President not later than February 6, 2001 and not earlier
than January 7, 2001.
15
<PAGE>
The advance notice provisions of the Company's Bylaws also provide that
in the case of a special meeting of stockholders called for the purpose of
electing directors, to be timely, a stockholder's notice must be delivered to
the Secretary at the principal executive offices of the Company not later than
the close of business on the later of the 90th day prior to such special meeting
or the 10th day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board to be
elected at such meeting.
The specific requirements of the advance notice and eligibility
provisions are set forth in Article I, Section 7 of the Company's Bylaws, a copy
of which is available upon request. Such requests and any stockholder proposals
should be sent to the Chairman or the President of the Company at 2542 Williams
Boulevard, Kenner, Louisiana 70062.
By Order of the Board of Directors
/s/ Thomas A. Masilla, Jr.
----------------------------------
THOMAS A. MASILLA, JR.
President
16
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VOTE BY TELEPHONE AND INTERNET 24 HOURS A DAY, 7 DAYS A WEEK
TELEPHONE
800-480-0407
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the simple directions.
Your telephone or internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned the proxy card.
INTERNET
http://proxy.shareholder.com/siz
Use the internet to vote your proxy. Have your proxy card in hand when you
access the website. You will be prompted to enter your control number, located
in the box below, to create an electronic ballot.
MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we have provided.
If you have submitted your proxy by telephone or the internet there is no need
for you to mail back your proxy.
CALL TOLL-FREE TO VOTE . IT'S FAST AND CONVENIENT
800-480-0407
CONTROL NUMBER FOR
TELEPHONE OR INTERNET VOTING
DETACH PROXY CARD HERE IF YOU ARE NOT
VOTING BY TELEPHONE OR INTERNET
1. ELECTION OF DIRECTORS: Election of the three nominees listed below to serve
until the annual meeting of stockholders in 2003 and until their successors are
duly elected and qualified.
FOR all nominees listed below [_]
WITHHOLD AUTHORITY to vote for all nominees listed below [_]
EXCEPTIONS [_]
Nominees: Thomas A. Masilla, Jr.; James W. McFarland; and Theodore H. Strauss
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE
"EXCEPTIONS" BOX AND STRIKE A LINE THROUGH THAT NOMINEE'S NAME.)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments thereof.
PLEASE DETACH HERE
YOU MUST DETACH THIS PORTION OF THE PROXY CARD
BEFORE RETURNING IT IN THE ENCLOSED ENVELOPE
Change of Address and
or Comments Mark Here [_]
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: __________________________________________, 2000
________________________________________________________
Signature
________________________________________________________
Signature
Joint owners should each sign. Executors, administrators, trustees, guardians
and corporate officers should give title.
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. [X]
(PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE.)
<PAGE>
SIZELER PROPERTY INVESTORS, INC.
2542 WILLIAMS BOULEVARD
KENNER, LOUISIANA 70062
P R O X Y
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 Four
Seasons Resort Hotel, 2800 South Ocean Boulevard, Palm Beach, Florida on Friday,
May 12, 2000 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:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. THE BOARD OF DIRECTORS FAVORS A VOTE FOR PROPOSAL 1 ABOVE. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSAL 1.
(Continued and to be dated and signed on the reverse side.)
SIZELER PROPERTY INVESTORS, INC.
P.O. BOX 11162
NEW YORK, N.Y. 10203-0162
