UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Sizeler Property Investments, Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 830137105
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
David M. Brown, c/o Deer Isle Management, L.L.C.
860 Fifth Avenue, Suite 19A
New York, New York 10021; (212) 472-9797
(Date of Event which Requires Filing of this Statement)
April 13, 2000
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), (f) or (g), check the following box [X].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.: 830137105
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David M. Brown
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
18,000
8. Shared Voting Power:
723,300
9. Sole Dispositive Power:
18,000
10. Shared Dispositive Power:
723,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person
723,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
9.41%
14. Type of Reporting Person
IN
3
<PAGE>
CUSIP No.: 830137105
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Deer Isle Management, L.L.C.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
0
8. Shared Voting Power:
666,200
9. Sole Dispositive Power:
0
10. Shared Dispositive Power:
666,200
11. Aggregate Amount Beneficially Owned by Each Reporting Person
666,200
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
8.46%
14. Type of Reporting Person
OO
5
<PAGE>
CUSIP No.: 830137105
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Deer Isle Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
0
8. Shared Voting Power:
666,200
9. Sole Dispositive Power:
0
10. Shared Dispositive Power:
666,200
11. Aggregate Amount Beneficially Owned by Each Reporting Person
666,200
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
6
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
8.46%
14. Type of Reporting Person
PN
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<PAGE>
The purpose of this Schedule 13D is to report the ownership of
Deer Isle Partners, L.P. (the "Partnership"), Deer Isle
Management, L.L.C. (the "Management Company") and David M. Brown
(together with the Partnership and the Management Company, the
"Reporting Persons") in the Common Stock, $.01 par value (the
"Shares") of Sizeler Property Investors, Inc. (the "Issuer").
The Partnership and Management Company own 8.46% of the Shares
and David M. Brown is deemed to beneficially own 9.41% of the
Shares.
Item 1. Security and Issuer
The class of equity security to which this statement on
Schedule 13D relates is the Shares of the Issuer. The
Issuer has its principal executive offices located at
2542 William Blvd., Kenner, Louisiana 70662.
Item 2. Identity and Background
(a) Deer Isle Partners, L.P.
Deer Isle Management, L.L.C.
David M. Brown
(b) 860 Fifth Avenue, Suite 18A, New York, NY 10021
(c) The principal business of the Partnership, in which
the Management Company serves as General Partner
and David M. Brown serves as the Managing Member of
the General Partner, is investment management.
(d) During the last five years, neither the Reporting
Persons nor any person affiliated with the
Reporting Persons have been convicted in any
criminal proceeding, excluding traffic violations
or similar misdemeanors.
(e) During the last five years, neither the Reporting
Persons nor any person affiliated with the
Reporting Persons have been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it or
such person is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
(f) The Partnership is a limited Partnership organized
under the laws of Delaware.
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The Management Company is a corporation formed
under the laws of Delaware.
David M. Brown is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Partnership and the
Management Company own 666,200 Shares and David M. Brown
is deemed to beneficially own 741,300 Shares. All
741,300 Shares are held by either the Partnership, the
Management Company or David M. Brown.
All of the Shares were purchased in open market
transactions. The Shares owned by the Partnership and
the Management Company were purchased for an aggregate
purchase price of $6,045,659. The Shares beneficially
owned by David M. Brown were purchased for an aggregate
purchase price of $6,752,260.
The funds for the purchase of the Shares held by the
Partnership and the Management Company have come from
the working capital of the Partnership and the
Management Company which in the normal course of
business is comprised of equity contributed by its
partners and earnings from its operations. The working
capital of the Partnership and the Management Company
may on occasion include the proceeds of margin loans
entered into in the ordinary course of their respective
business with their prime broker, such loans being
secured by the securities owned by them. The funds for
the purchase of the Shares held by David M. Brown came
from the Reporting Person's own funds.
Item 4. Purpose of Transactions
The Reporting Persons generally qualify to file
securities ownership reports required by the Securities
Exchange Act of 1934 on Schedule 13G and the Reporting
Persons generally utilize Schedule 13G for their
reporting of the ownership positions held by the
Partnership and the Management Company. From time to
time, the Reporting Persons may desire to participate in
discussions with the particular portfolio company's
management or with third parties about significant
matters in which the Reporting Persons may suggest
possible courses of action with respect to a particular
issuer. In such situations, the Reporting Persons may
elect to convert a filing on Schedule 13G to a filing on
Schedule 13D in order to be more active in discussions
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<PAGE>
regarding management matters, and to have the ability to
enter into discussions with third parties concerning
proposed corporate transactions.
In this situation, the Reporting Persons have been
aproached by a third party to discuss certain matters,
and may have additional conversations with one or more
third parties, interested in discussing the possibility
of an acquisition of the Shares in a transaction which
could include an acquisition of all outstanding Shares
of the Issuer. To obtain the flexibility to discuss
these possible transactions with the respective third
parties and with the Issuer's management, the Reporting
Persons are accordingly converting their ownership
filing on Schedule 13G to a filing on Schedule 13D.
Such conversion should not be interpreted as an
indication that the Reporting Persons have changed their
position with respect to being supportive of management
of the Issuer. Instead, this conversion is intended to
provide the Reporting Person with the flexibility to
listen to and discuss these proposals with the
respective third parties and with management of the
Issuer.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Partnership and the
Management Company own 666,200 Shares and David M. Brown
is deemed to be the beneficial owner of 741,300 Shares.
Based on the Issuer's filing on Form 10-K on March 29,
2000, as of March 14, 2000 there were 7,874,000 Shares
outstanding. Therefore, the Partnership and the
Management Company own 8.46% and David M. Brown is
deemed to beneficially own 9.41% of the outstanding
Shares. The Reporting Persons have the sole or shared
power to vote, direct the vote, dispose of or direct the
disposition of all the Shares that they are deemed to
beneficially own.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as described herein, there are no contracts,
arrangements, understandings or relationships between
the persons named in Item 2 hereof or between such
persons and any other person with respect to any
securities of the Issuer.
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<PAGE>
Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
DEER ISLE PARTNERS, L.P.
By: Deer Isle Management, L.L.C.
General Partner
By: /s/ David M. Brown
_____________________________
David M. Brown
Managing Member
DEER ISLE MANAGEMENT, L.L.C.
By: /s/ David M. Brown
_____________________________
David M. Brown
Managing Member
DAVID M. BROWN
/s/ David M. Brown
_____________________________
David M. Brown
April 14, 2000
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<PAGE>
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
April 14, 2000 relating to the Common Stock of Sizeler
Property Investors, Inc. shall be filed on behalf of the
undersigned.
DEER ISLE PARTNERS, L.P.
By: Deer Isle Management, L.L.C.
General Partner
By: /s/ David M. Brown
_____________________________
David M. Brown
Managing Member
DEER ISLE MANAGEMENT, L.L.C.
By: /s/ David M. Brown
_____________________________
David M. Brown
Managing Member
DAVID M. BROWN
/s/ David M. Brown
_____________________________
David M. Brown
13
01688001.AD4
