<PAGE>


  As filed with the Securities and Exchange Commission on March 25, 2002

                                                     Registration No. 333-72208
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                             Amendment No. 3

                                      to
                                   FORM S-4
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ---------------
                       SIZELER PROPERTY INVESTORS, INC.
            (Exact name of registrant as specified in its charter)
         Maryland                   6798                   72-1082589
      (State or other         (Primary Standard         (I.R.S. Employer
       jurisdiction              Industrial            Identification No.)
    of incorporation or      Classification No.)
       organization)
                            2542 Williams Boulevard
                            Kenner, Louisiana 70062
                                (504) 471-6200
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
                          SIDNEY W. LASSEN, Chairman
                       Sizeler Property Investors, Inc.
                            2542 Williams Boulevard
                            Kenner, Louisiana 70062
                                (504) 471-6200
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
                               ---------------
                                  Copies to:
                           WILLIAM I. SCHAPIRO, Esq.
                       Jaeckle Fleischmann & Mugel, LLP
                            800 Fleet Bank Building
                             Twelve Fountain Plaza
                         Buffalo, New York 14202-2292
                                (716) 856-0600
   Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
   If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box.  [_]
   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [_]
   If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [_]
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  Title of each class                              Proposed         Proposed       Amount of
  of securities to be         Amount to be     maximum offering maximum aggregate registration
       registered              registered       price per unit   offering price       fee
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
<S>                       <C>                  <C>              <C>               <C>
9.75% Series B
 Cumulative Redeemable
 Preferred Stock........      $61,900,000            100%        $61,900,000 (1)  $15,475 (2)
----------------------------------------------------------------------------------------------
9.0% Convertible
 Subordinated Debentures
 due July 15, 2009......          (3)                (3)               (3)            (3)
----------------------------------------------------------------------------------------------
Common Stock and
 associated share
 purchase rights........  3,667,311 shares (4)       (4)               (4)            (4)
</TABLE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended,
    this amount is the market value of the maximum amount of 8% convertible
    subordinated debentures due 2003 that may be received by the registrant
    from tendering holders.
(2) The registration fee has been calculated pursuant to Rule 457(f) under the
    Securities Act of 1933, as amended.

(3) The maximum principal amount of 9.0% convertible subordinated debentures
    due July 15, 2009 that may be issued in this exchange offer is the
    conversion price of such debentures multiplied by 3,667,311. The total of
    Series B preferred stock and 9.0% convertible subordinated debentures to
    be issued upon completion of this exchange offer will be equal to or less
    than $61,900,000. Therefore, no additional registration fee is required
    pursuant to Rule 457 under the Securities Act of 1933, as amended.


(4) The aggregate principal amount of 9.0% convertible subordinated debentures
    due July 15, 2009 will be initially convertible into not more than
    3,667,311 shares of common stock. The actual number of shares of common
    stock issued on conversion depends on a number of factors including the
    amount of 9.0% convertible subordinated debentures due July 15, 2009
    issued in the exchange offer, any adjustments to the conversion price and
    whether holders convert. No additional registration fee is required
    pursuant to Rule 457 under the Securities Act of 1933, as amended.


   The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus and exchange offer is not complete and may +
+be changed. We may not complete this exchange offer and issue these           +
+securities until the registration statement filed with the Securities and     +
+Exchange Commission is effective. This prospectus is not an offer to sell     +
+these securities and it is not soliciting an offer to buy these securities in +
+any jurisdiction where the offer or sale is not permitted.                    +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                             SUBJECT TO COMPLETION

Prospectus                 Dated March 25, 2002

                                  $61,900,000

                        SIZELER PROPERTY INVESTORS, INC.

                               Offer to Exchange

        9.0% Convertible Subordinated Debentures due July 15, 2009

                                     and/or

           9.75% Series B Cumulative Redeemable Preferred Stock

                              for all Outstanding
            8% Convertible Subordinated Debentures due July 15, 2003
                             (CUSIP No. 830137AA3)

           Exchange Offer Expiration:       , 2002 at 5:00 p.m.,

                      New York City time, unless extended.

Material Terms of the Exchange Offer

  . We are offering to exchange each $1,000 of your 8% convertible
    subordinated debentures due July 15, 2003 that you tender for either of
    the following:

    .$1,000 in principal amount of 9.0% convertible subordinated debentures
     due July 15, 2009; or


    .40 shares of 9.75% Series B cumulative redeemable preferred stock.


  . You may choose to exchange your old debentures entirely for new
    debentures, entirely for Series B preferred stock, or you may choose any
    combination thereof.

  . You do not have to tender all of your old debentures to participate in
    this exchange offer.

  . We will exchange all old debentures that are validly tendered, not
    withdrawn, and accepted, prior to the expiration of the exchange offer.

  . We are permitted to issue a maximum of $40,340,000 principal amount of new
    debentures.


  . You may withdraw your tender of old debentures or change your choice of
    new securities at any time before the expiration of the exchange offer.

  . We may cancel this exchange offer or change the terms of this exchange
    offer at any time prior to expiration. See "This Exchange Offer--Amendment
    of this Exchange Offer."

  . If holders of old debentures choose to validly tender, in the aggregate,
    more than $40,340,000 in principal amount of old debentures in exchange
    for new debentures, we will exchange the new debentures for old debentures
    on a pro rata basis. Old debentures tendered for new debentures that are
    not accepted because of proration may, at the option of the holder, be
    exchanged for shares of Series B preferred stock or returned to the
    holder. See "This Exchange Offer--Possible Proration of New Debentures."

  . We believe that the exchange of old debentures will not be a taxable event
    for U.S. federal income tax purposes, but you should see "Material United
    States Federal Income Tax Consequences" on page 73 for more information.

  . We intend to apply to list the new debentures, the common stock issuable
    upon conversion of the new debentures and the Series B preferred stock on
    the New York Stock Exchange.

  . We will not receive any proceeds from the exchange offer. See "Use of
    Proceeds."

  . If the conditions to this exchange offer are satisfied, or waived by us,
    we will accept for exchange any and all old debentures that are validly
    tendered and not withdrawn before 5:00 p.m., New York City time, on the
    expiration date of this exchange offer. To validly tender your old
    debentures please follow the instructions described in this prospectus and
    the letter of transmittal. See "This Exchange Offer--Procedures for
    Exchanging Old Debentures." If the conditions are not satisfied or waived
    or if we otherwise terminate this exchange offer, tendered old debentures
    will be returned, without expense to you.


  Both acceptance and rejection of this exchange offer involve a high degree of
risk. See "Risk Factors" beginning on page 19 of this prospectus for a
discussion of risk factors that you should consider in connection with this
exchange offer and an investment in the new debentures and shares of Series B
preferred stock.

   Neither   the    Securities   and   Exchange
    Commission   nor   any  state   securities
    commission  has approved or disapproved of
     these  securities  or  passed  upon  the
      adequacy   or    accuracy    of   this
      prospectus. Any  representation to the
      contrary is a criminal offense.

                The date of this prospectus is           , 2002.
<PAGE>

   Each broker-dealer that receives registered new debentures or Series B
preferred stock for its own account in the exchange offer must acknowledge
that it will deliver a prospectus in connection with any resale of those new
debentures or Series B preferred stock. The letter of transmittal accompanying
this prospectus states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act of 1933, as amended. A
participating broker-dealer may use this prospectus in connection with resales
of new debentures or Series B preferred stock received in exchange for the
outstanding old debentures where those old debentures were acquired by the
broker-dealer as a result of market-making activities or other trading
activities. We have agreed that, starting on the date of this prospectus and
ending on the close of business on the day that is 180 days following the date
of this prospectus, we will make this prospectus available to any broker-
dealer for use in connection with any of those resales. See "Plan of
Distribution."

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ABOUT THIS PROSPECTUS......................................................   5

WHERE YOU CAN FIND MORE INFORMATION........................................   5

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................   6

PROSPECTUS SUMMARY.........................................................   7
  Sizeler Property Investors, Inc..........................................   7
  Recent Developments......................................................   7
  Reason for this Exchange Offer...........................................   8
  Background of this Exchange Offer........................................   8
  No Board Recommendation..................................................   8
  Effects of this Exchange Offer on Owners of the Old Debentures...........   9
  Summary of the Terms of this Exchange Offer..............................   9
  Summary Description of the New Debentures................................  13
  Summary Description of the Series B Preferred Stock......................  14
  Summary Historical Financial Data........................................  16
  Summary Pro Forma Balance Sheet Data.....................................  17
  Ratio of Earnings to Fixed Charges.......................................  17

RISK FACTORS...............................................................  19
  Risks Relating to the Exchange Offer.....................................  19
  Risks Associated with the New Debentures.................................  19
  Risks Associated with the Series B Preferred Stock.......................  19
  Risks Associated with Retaining the Old Debentures.......................  20
  Real Estate Industry Risks...............................................  20
  Risks Associated with our Properties.....................................  21
  Financing Risks..........................................................  22
  Other Risks..............................................................  23

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS............................  25

USE OF PROCEEDS............................................................  25

RATIO OF EARNINGS TO FIXED CHARGES.........................................  26

CAPITALIZATION.............................................................  27

THIS EXCHANGE OFFER........................................................  28
  About Sizeler Property Investors, Inc....................................  28
  Purpose of this Exchange Offer...........................................  28
  Securities Offered in this Exchange Offer................................  28
  Possible Proration of New Debentures.....................................  28
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
  Market and Trading Information Regarding the Old Debentures............  28
  Conditions to this Exchange Offer......................................  29
  Background of this Exchange Offer......................................  29
  No Board Recommendation................................................  29
  Period for Tendering Old Debentures....................................  30
  Procedures for Exchanging Old Debentures...............................  30
  Withdrawals of Tenders.................................................  32
  Interest on Old and New Debentures and Dividends on Series B Preferred
   Stock.................................................................  33
  Amendment of this Exchange Offer.......................................  33
  Future Transactions Involving Old Debentures...........................  34
  "Blue Sky" Compliance..................................................  34
  Exchange Agent.........................................................  34
  Financial Advisor......................................................  35
  Information Agent......................................................  35
  Fees and Expenses......................................................  35
  Transfer Taxes.........................................................  36
  United States Federal Tax Considerations...............................  36
  Appraisal Rights.......................................................  36

SELECTED FINANCIAL DATA..................................................  37

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS....................  39

COMPARISON OF THE OLD DEBENTURES, THE NEW DEBENTURES AND THE SERIES B
 PREFERRED STOCK.........................................................  45

TERMS OF THE DEBENTURES..................................................  50

TERMS OF THE SERIES B PREFERRED STOCK....................................  54
  Maturity...............................................................  54
  Rank...................................................................  54
  Dividends..............................................................  55
  Liquidation Preference.................................................  56
  Redemption.............................................................  56
  Procedures for Redemption..............................................  56
  Voting Rights..........................................................  58
  Conversion.............................................................  59
  Restrictions on Ownership and Transfer.................................  59
  Transfer and Dividend Paying Agent.....................................  59
BENEFICIAL OWNERSHIP OF OLD DEBENTURES BY DIRECTORS AND EXECUTIVE
 OFFICERS................................................................  59
RECENT TRANSACTIONS IN THE OLD DEBENTURES................................  59

DESCRIPTION OF CAPITAL STOCK.............................................  60
  General................................................................  60
  Description of Common Stock............................................  61
  Description of Stockholder Rights Plan.................................  61

CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BY-LAWS...........  63
  The Board of Directors.................................................  63
  Amendment of Charter and Bylaws........................................  63
  Business Combinations..................................................  63
  Control Share Acquisitions.............................................  63
  Advance Notice of Director Nominations and New Business................  64
  Meetings of Stockholders...............................................  64
  1999 Maryland Legislation..............................................  64
  Prohibited Transactions................................................  65
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
BOOK-ENTRY; DELIVERY AND FORM..............................................  66
  General..................................................................  66
  Definitive Registered Debentures.........................................  66
  Description of Book-Entry System.........................................  67
  Payments on the Global Debentures........................................  68
  Redemption of Global Debentures..........................................  68
  Transfers................................................................  69
  Action by Owners of Book-Entry Interests.................................  69
  Reports..................................................................  69
  Notices..................................................................  70
  Business Day.............................................................  70
  Action by Book-Entry Depositary..........................................  70
  Resignation of Book-Entry Depositary.....................................  70
  Expenses of Book-Entry Depositary........................................  70
  Amendment and Termination of the Deposit Agreements......................  70
  Information Concerning DTC, Euroclear and Clearstream....................  71
  Global Clearance and Settlement Under Book-Entry System..................  72

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.....................  73
  Introductory Notes.......................................................  73
  Taxation of Us as a REIT.................................................  73
  Requirements for Qualification...........................................  74
  Qualified REIT Subsidiaries..............................................  75
  Taxable REIT Subsidiaries................................................  75
  Income Tests.............................................................  76
  Asset Tests..............................................................  76
  Annual Distribution Requirements.........................................  78
  Failure to Qualify.......................................................  78
  Tax Aspects of Our Investments in Partnerships...........................  79
  Taxation of Stockholders.................................................  79
  Backup Withholding Tax and Information Reporting.........................  83
  Taxation of U.S. Debentureholders........................................  84
  Taxation of Non-U.S. Debentureholders....................................  87

FEDERAL INCOME TAX CONSIDERATIONS OF THE EXCHANGE TRANSACTION..............  88
  Domestic Debentureholders................................................  88
  Foreign Debentureholders.................................................  88
  Potential Taxation of Company on the Exchange............................  89

PLAN OF DISTRIBUTION.......................................................  90

LEGAL MATTERS..............................................................  90

EXPERTS....................................................................  90
</TABLE>

                                       4
<PAGE>

                             ABOUT THIS PROSPECTUS

   You should read this prospectus carefully. This prospectus contains
information you should consider when making a decision about the exchange
offer. You should rely only on the information provided or incorporated by
reference in this prospectus. We have not authorized anyone else to provide
you with different information. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy any securities to any
person in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information in this prospectus is accurate as of
any date other than the date on the front of this prospectus.

   Information contained on our website does not constitute part of this
prospectus.

                      WHERE YOU CAN FIND MORE INFORMATION

   We have filed with the SEC a registration statement under the Securities
Act with respect to the securities offered hereunder. As permitted by the
SEC's rules and regulations, this prospectus does not contain all the
information set forth in the registration statement. For further information
regarding our company and our securities, please refer to the registration
statement and the contracts, agreements and other documents filed as exhibits
to the registration statement. Additionally, we file annual, quarterly and
special reports, proxy statements and other information with the SEC.

   You may read and copy all or any portion of the registration statement or
any other materials that we file with the SEC at the SEC's public reference
rooms in Washington, D.C., Chicago, Illinois, and New York, New York. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. Our SEC filings, including the registration statement,
are also available to you on the SEC's website (http://www.sec.gov). We also
have a website (through which you may access our SEC filings at
www.sizeler.net). Please note that our website contains various financial data
and analyses computed or prepared by third parties and that we may not have
verified and confirmed the accuracy of all such data. Therefore, we disclaim
all responsibility for its accuracy. In addition, you may look at our SEC
filings at the offices of the New York Stock Exchange, Inc., which is located
at 20 Broad Street, New York, New York 10005. Our SEC filings are available at
the NYSE because our common stock is listed and traded on the NYSE under the
symbol "SIZ".

                                       5
<PAGE>

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   The SEC allows us to "incorporate by reference" the information contained
in documents that we file with them: that means we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information.

   We incorporate by reference the documents listed below and any future
filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, until the expiration date of
this exchange offer.

  .   Our Annual Report on Form 10-K for the year ended December 31, 2000.

  .   Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

  .   Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

  .   Our Quarterly Report on Form 10-Q for the quarter ended September 30,
      2001.

  .   Our Current Report on Form 8-K dated June 26, 2001.

  .   Our Current Report on Form 8-K dated December 3, 2001.

  .   Our Current Report on Form 8-K dated December 19, 2001.

  .   Our Registration Statement on Form 8-A as filed with the SEC on August
      26, 1998.

  .   Our Registration Statement on Form 8-A/A as filed with the SEC on
      December 18, 2001.


   You may request a free copy of these filings (other than exhibits, unless
they are specifically incorporated by reference in the documents) by writing
or telephoning either:

                   Georgeson Shareholder Communications Inc.
                          17 State Street, 10th Floor
                           New York, New York 10004
               Bankers and brokers call collect: (212) 440-9800
                   All others call toll-free: (800) 223-2064

                                      or

                       Sizeler Property Investors, Inc.
                      Attention: Chief Financial Officer
                            2542 Williams Boulevard
                            Kenner, Louisiana 70062
                                (504) 471-6200

                                       6
<PAGE>

                               PROSPECTUS SUMMARY

   The following summary highlights some information from this prospectus. It
may not contain all of the information that may be important to you. To
understand this exchange offer fully and for a more complete description of the
legal terms of this exchange offer, you should read carefully this entire
prospectus and the other documents to which we have referred you, including the
letter of transmittal accompanying this prospectus. See "Where You Can Find
More Information" on page 5.

Sizeler Property Investors, Inc.

   We are a self-administered and self-managed equity real estate investment
trust that invests in income-producing shopping centers and apartment
communities in the Gulf Coast region of the southeastern United States. We are
a self-administered REIT in that we provide our own investment and
administrative services internally through our own employees. We are also self-
managed as we internally provide, through a wholly-owned subsidiary, the
management, leasing and development services that our properties require. Our
investment objective is to acquire and develop quality properties at attractive
initial yields with potential for future growth in cash flows. As of September
30, 2001, our existing portfolio contained 15 retail shopping centers with
approximately 2.6 million square feet of gross leasable area and 14 apartment
properties containing approximately 3,400 units. Our properties are located in
Louisiana (15), Florida (10) and Alabama (4). During the nine month period
ended September 30, 2001, our retail and apartment properties were, on average,
approximately 92% and 97% leased, respectively. Our principal executive offices
are located at 2542 Williams Boulevard, Kenner, Louisiana 70062. Our telephone
number is (504) 471-6200.

Recent Developments

   Public Offering. We recently completed an underwritten public offering of
3,450,000 shares of our common stock at $9.08 per share. The underwriters were
Ferris, Baker Watts, Incorporated, J.J.B. Hilliard, W.L. Lyons, Inc., Advest,
Inc. and Sterne, Agee Leach, Inc. The net proceeds from the common stock public
offering were approximately $28,650,000. We intend to use the net proceeds of
the common stock public offering to develop additional apartment properties
consistent with our current business strategy. Currently, we have plans to
spend approximately $25,000,000 over the next 18 months to develop a second
phase of our Governors Gate apartment community in Pensacola, Florida and to
develop a new apartment complex in proximity to our North Shore Square Mall in
Slidell, Louisiana, totalling approximately 350 units and we may engage in
other development projects or acquire other assets. Pending the use of the net
proceeds for these purposes, we temporarily used the net proceeds to reduce
amounts outstanding under our bank lines of credit.

   Acquisition of Management Company. On October 5, 2001, we completed the
acquisition of Sizeler Real Estate Management Co., Inc. from Sizeler Realty
Co., Inc. The purchase price for this acquisition was $3,050,000. For the year
ended December 31, 2000, we paid Sizeler Real Estate Management Co., Inc.
approximately $3,000,000 in management fees and leasing commissions and
reimbursement of legal and administrative costs. This management company has
been our property manager since 1986. Mr. Lassen, Chairman of our Board of
Directors, owned a minority beneficial interest in this management company,
with the balance owned by members of his wife's family and her parents'
estates. This transaction was approved unanimously by our Board of Directors,
after receiving the advice of a committee of independent directors and a
fairness opinion from an independent financial advisor. As a result of this
transaction, we are now fully self-managed.

   Financial reporting requires that any difference between the net asset
valuation of the assets we acquired in the purchase of Sizeler Real Estate
Management Co., Inc. and the total of the purchase price plus acquisition costs
be recognized as a nonrecurring charge to operations during the fourth quarter
of 2001. Based on the information presently available, which is subject to
change, we currently estimate that we will recognize a nonrecurring charge to
operations of approximately $1,226,000 in the quarter ended December 31, 2001.
This amount would be a nonrecurring charge and would not affect reported funds
from operations.

                                       7
<PAGE>


   Operating Results. On January 17, 2002, we announced our results for the
quarter and year ended December 31, 2001. The following is a summary of those
results:


<TABLE>
<CAPTION>
                                                      Quarter Ended Year Ended
                                                       December 31  December 31
                                                          2001         2001
                                                      ------------- -----------
<S>                                                   <C>           <C>
Funds from operations (1)............................  $ 3,585,000  $13,694,000
Net income before non-recurring charge (2)...........      810,000    3,429,000
Net income (loss)....................................     (416,000)   2,203,000
Per share:
  Net income before non-recurring charge (2).........  $      0.09  $      0.41
  Net income.........................................        (0.05)        0.27
Weighted average shares outstanding..................    8,638,000    8,313,000
Operating revenue....................................  $13,255,000  $52,556,000
Net operating Income (3).............................    8,705,000   32,792,000
Interest expense.....................................    3,660,000   15,240,000
Depreciation and amortization........................    2,928,000   11,409,000
Dividends paid.......................................    1,937,000    7,601,000
</TABLE>

--------
(1) See Note (1) under "Summary Historical Financial Data" for a description of
    funds from operations.
(2) Does not include the $1,226,000 non-recurring charge discussed above under
    "--Acquisition of Management Company."
(3) See Note (2) under "Summary Historical Financial Data" for a description of
    net operating income.

Reason for this Exchange Offer

   We are making this exchange offer to refinance the old debentures.

Background of this Exchange Offer

   On May 13, 1993, we issued and sold $65,000,000 in principal amount of the
old debentures in a public offering for cash. Subsequently, $2,100,000 in
principal amount of the old debentures were converted into shares of our common
stock and $1,000,000 in principal amount of the old debentures has been
acquired by one of our subsidiaries, leaving $61,900,000 in principal amount of
the old debentures outstanding. The old debentures mature on July 15, 2003.

   On May 15, 2001, our Board of Directors retained Cohen & Steers Capital
Advisors, LLC as our financial advisor, for the purpose of advising us with
respect to certain matters, including the evaluation of the old debentures and
the possibility of refinancing the old debentures. In considering the
refinancing of the old debentures, the Board recognized that these debentures
mature in approximately two years. On August 9, 2001, Cohen & Steers presented
the Board of Directors with a proposal to refinance the old debentures through
an exchange offer. Pursuant to the proposed exchange offer, holders of old
debentures would be offered, in exchange for their old debentures, the choice
of new debentures with substantially the same terms as the old debentures
except for an extended maturity date, a reduced conversion price and a higher
interest rate, and/or shares of preferred stock. The Board concluded that the
proposed exchange offer was a more preferable strategy than other means of
discharging the old debentures, such as selling company properties or incurring
additional indebtedness to raise sufficient proceeds to pay the old debentures.
After discussion the Board approved the proposed exchange offer on the terms
described in this prospectus. See "This Exchange Offer."

No Board Recommendation

   Our Board of Directors expresses no opinion and is remaining neutral
regarding any recommendation to you whether or not to tender any or all of your
old debentures under this exchange offer because the risks and

                                       8
<PAGE>

benefits to you will depend on your particular situation or status. The Board
of Directors has not obtained a fairness opinion from any financial advisor
about the fairness of the exchange to you or to us. In addition, we have not
authorized anyone to make a recommendation regarding this exchange offer. You
must make your own decision whether to tender any or all of your old debentures
and the likely value of the new debentures, the shares of Series B preferred
stock, your liquidity needs and your investment objectives.

Effects of this Exchange Offer on Owners of the Old Debentures

   If this exchange offer is 100% successful, none of the old debentures will
remain outstanding and we intend to remove them from listing on the New York
Stock Exchange. If fewer than 100% of the old debentures are exchanged, the
remaining old debentures will continue to be subordinated to our senior
indebtedness, now existing or incurred in the future, and the old debentures
will have equal rank with the new debentures and be senior to the Series B
preferred stock. All old debentures surrendered in exchange for new debentures
and/or shares of Series B preferred stock will be retired and cancelled and
cannot be reissued.

   If you choose not to accept this exchange offer, your old debentures will
remain outstanding and convertible at your option into shares of common stock.
The old debentures are convertible into shares of our common stock at a price
of $13.00 per share. As of the close of business on March 22, 2002, the closing
price for a share of our common stock on the New York Stock Exchange was $9.70.

   A summary of the terms of the new debentures and the Series B preferred
stock is contained in "--Summary Description of the New Debentures" and "--
Summary Description of the Series B Preferred Stock." The terms of the old
debentures, the new debentures and the Series B preferred stock, and the
principal differences between the old debentures, the new debentures and the
Series B preferred stock are described in more detail under the headings
"Comparison of the Old Debentures, the New Debentures and the Series B
Preferred Stock," "Terms of the Debentures," and "Terms of the Series B
Preferred Stock."

   See "Unaudited Pro Forma Consolidated Financial Statements" for pro forma
financial information which reflects the effect of this exchange offer and
other recent transactions on our business.

Summary of the Terms of this Exchange Offer

   We summarize below the terms of this exchange offer. You should read the
detailed description of the offer in the section entitled "This Exchange
Offer." In addition, you should read the section entitled "Risk Factors" for a
discussion of certain risk factors that you should consider in connection with
this exchange offer.

Purpose of this exchange      We are making this exchange offer to refinance
 offer......................  the old debentures.

Securities for which we are
 making this exchange
 offer......................
                              $61,900,000 in aggregate principal amount of 8.0%
                              convertible subordinated debentures due July 15,
                              2003.

Securities offered under
 this exchange offer........

                              Up to $40,340,000 in aggregate principal amount
                              of 9.0% convertible subordinated debentures due
                              July 15, 2009 (if the maximum aggregate principal
                              amount of new debentures are issued) and up to
                              2,476,000 shares of 9.75% Series B cumulative
                              redeemable preferred stock (if all of the old
                              debentures are exchanged for Series B preferred
                              stock). You may exchange your old debentures
                              entirely for new debentures or entirely for
                              Series B preferred stock, or you may choose any
                              combination thereof. Additionally, you do not
                              have to tender all of your old debentures to
                              participate in this exchange offer.


                                       9
<PAGE>


Proration...................  If holders of old debentures choose to validly
                              tender, in the aggregate, more than $40,340,000
                              in aggregate principal amount of old debentures
                              in exchange for new debentures, then we will
                              exchange the new debentures for old debentures on
                              a pro rata basis. See "This Exchange Offer--
                              Possible Proration of New Debentures." Old
                              debentures tendered for new debentures that are
                              not accepted because of proration may, at the
                              option of the holder, be exchanged for shares of
                              Series B preferred stock or returned to the
                              holder.


Conditions to this            This exchange offer is subject to the following
 exchange...................  conditions:

                              .   this exchange offer complies with applicable
                                  laws and interpretations of the staff of the
                                  SEC;

                              .   this exchange offer complies with all
                                  applicable state securities or "blue sky"
                                  laws;

                              .   no litigation has been instituted or
                                  threatened or law enacted that could prohibit
                                  this exchange offer, materially adversely
                                  affect our business, or limit the tax
                                  deductibility of interest on the new
                                  debentures or materially impair the benefits
                                  to us of this exchange offer;

                              .   no event has occurred affecting our business
                                  that would reasonably be expected to
                                  prohibit, prevent or significantly delay this
                                  exchange offer or materially impair the
                                  benefits of this exchange offer; and

                              .   after the date of this Prospectus, no tender
                                  or exchange offer for our equity securities
                                  or any business combination involving us has
                                  been proposed or announced or has occurred.

                              Subject to the satisfaction or waiver of the
                              conditions, we will accept for exchange any and
                              all old debentures that are validly tendered and
                              not withdrawn before 5:00 p.m., New York City
                              time, on       , 2002, the expiration date of
                              this exchange offer. However, we reserve the
                              right to:


                              .   delay the acceptance of the old debentures
                                  for exchange;

                              .   terminate this exchange offer and return all
                                  old debentures tendered to us;

                              .   extend the expiration date and retain all old
                                  debentures that have been tendered, subject
                                  to the right of owners of old debentures to
                                  withdraw their tendered old debentures;

                              .   refuse to accept the old debentures and
                                  return all old debentures that have been
                                  tendered to us; or

                              .   waive any condition or otherwise amend the
                                  terms of this exchange offer in any respect.

                              We will not waive or amend any condition after
                              the expiration date of this exchange offer.

                                       10
<PAGE>


Accrued interest............  The last payment of interest on the old
                              debentures was made on January 15, 2002 and all
                              payments of interest on the old debentures have
                              been made when due since the old debentures were
                              issued. This payment covered accrued interest at
                              the rate of 8.0% from July 16, 2001 through
                              January 15, 2002. The first payment of interest
                              on the new debentures will be made on July 15,
                              2002 in arrears to registered holders as of July
                              1, 2002. This payment will cover accrued interest
                              at a rate of 8.0% from January 16, 2002 until the
                              expiration date of the exchange offer and then at
                              the rate of 9.0% effective from the expiration
                              date of the exchange offer until July 15, 2002.
                              The first dividend payment on the shares of
                              Series B preferred stock will be paid quarterly
                              in arrears beginning May 15, 2002 at a rate of
                              8.0% from January 16, 2002 until the expiration
                              date of the exchange offer and at the rate of
                              9.75% from the expiration date of the exchange
                              offer until May 15, 2002. Subsequent quarterly
                              dividend payments will be $0.609375 (equivalent
                              to $2.4375 per share annually or 9.75% of the
                              liquidation preference of $25.00 per share) per
                              share of Series B preferred stock. We anticipate
                              that dividend payments on the Series B preferred
                              stock will be payable to stockholders of record
                              as determined approximately two weeks prior to
                              the payment date.


Procedures for tendering
 old debentures.............
                              Old debentures along with letters of transmittal
                              and any other required documentation should be
                              sent to the exchange agent. See "This Exchange
                              Offer--Procedures for Exchanging Old Debentures."
                              Letters of transmittal and other documentation
                              relating to the old debentures and this exchange
                              offer should not be sent to us.

                              We anticipate that tenders will be effected by
                              book entry transfers. If you hold your old
                              debentures through a broker, dealer, commercial
                              bank, trust company or other nominee, you must
                              contact them regarding the procedures to follow
                              in tendering your old debentures. Questions
                              regarding how to tender your old debentures and
                              requests for information should be directed to
                              the exchange agent. See "This Exchange Offer--
                              Procedures for Exchanging Old Debentures."

Acceptance of old
 debentures and delivery of
 new debentures/Series B
 preferred stock............

                              We will accept all old debentures validly
                              tendered, and not withdrawn, on or prior to 5:00
                              p.m., New York City time, on the expiration date.
                              See "This Exchange Offer--Procedures for
                              Exchanging Old Debentures." The exchange agent
                              will deliver the appropriate credit for new
                              debentures issued in this exchange offer to the
                              accounts of the owners of the new debentures at
                              the Depository Trust Company, Euroclear or
                              Clearstream and deliver the appropriate
                              certificates for shares of Series B preferred
                              stock as soon as practicable after the expiration
                              date.


                                       11
<PAGE>


Expiration date.............  The expiration date is 5:00 p.m., New York City
                              time on        , 2002 unless extended. See "This
                              Exchange Offer--Amendment of this Exchange
                              Offer."


Withdrawal rights...........  The tender of old debentures may be withdrawn at
                              any time prior to our acceptance of the tendered
                              old debentures for payment.

Old debentures not tendered
 or accepted for exchange...
                              If you do not tender your old debentures in this
                              exchange offer, or if your old debentures are not
                              accepted for exchange, you will continue to hold
                              your old debentures and will be entitled to all
                              the rights and will be subject to all the
                              limitations applicable to the old debentures. Any
                              old debentures not accepted for exchange for any
                              reason will be returned without expense to you as
                              promptly as practicable after the expiration or
                              termination of this exchange offer.

Use of proceeds.............  We will not receive any proceeds from this
                              exchange offer.

Appraisal rights............  You will not have any dissenters' rights or
                              appraisal rights in connection with this exchange
                              offer.

United States tax
 consequences of this
 exchange offer.............  Please see the discussion of the United States
                              federal income tax consequences of this exchange
                              offer in the section entitled "Material United
                              States Federal Income Tax Consequences." The tax
                              consequences to you will depend on the facts of
                              your own situation. You should consult your own
                              tax advisor for a full understanding of the tax
                              consequences to you of this exchange offer.

Listing of old debentures...  If this exchange offer is 100% successful, none
                              of the old debentures will remain outstanding
                              and, in such event, we intend to delist the old
                              debentures from the New York Stock Exchange. We
                              will delist the common stock into which the old
                              debentures are convertible.

No established markets......  Although we intend to apply to list the new
                              debentures and the Series B preferred stock on
                              the New York Stock Exchange, we cannot assure you
                              that such listing will occur or that any active
                              trading markets in the new debentures or the
                              Series B preferred stock will develop.

Exchange agent..............  J.P. Morgan Trust Company, National Association
                              is the exchange agent for this exchange offer.
                              Its address and telephone numbers are located in
                              the section "This Exchange Offer--Exchange
                              Agent."

Information agent...........  Georgeson Shareholder Communications Inc. is the
                              information agent for this exchange offer. Its
                              address and telephone numbers are located in the
                              section "This Exchange Offer--Information Agent."

Other proposal to acquire
 old debentures.............
                              We have an effective shelf registration statement
                              with the SEC which originally covered
                              $100,000,000 of securities under which we

                                       12
<PAGE>

                              can still issue up to $68,674,000 of securities.
                              Pursuant to one or more prospectuses and
                              prospectus supplements included in this shelf
                              registration, we may make a public offering for
                              cash or direct placement of new debentures and
                              Series B preferred stock. We intend to use any
                              net proceeds of that offering to purchase or
                              redeem old debentures that we will not have
                              acquired in this exchange offer. Because we
                              cannot predict how many old debentures we will
                              acquire in this exchange offer and what net
                              proceeds will result from our proposed public
                              offering, we do not know whether these
                              transactions will enable us to acquire all of the
                              outstanding old debentures. See "Unaudited Pro
                              Forma Consolidated Financial Statements."

Summary Description of the New Debentures

   9.0% Convertible Subordinated Debentures due July 15, 2009.



New debentures offered......  Up to $40,340,000 in aggregate principal amount
                              available in exchange for the old debentures.

Maturity....................  July 15, 2009.

Exchange ratio..............  $1,000 of new debentures up to the maximum
                              aggregate principal amount will be issued for
                              each $1,000 of old debentures tendered.

Proration...................  If holders of old debentures choose to validly
                              tender, in the aggregate, more than $40,340,000
                              in principal amount of old debentures in exchange
                              for new debentures, then we will exchange the new
                              debentures for old debentures on a pro rata
                              basis. See "This Exchange Offer--Possible
                              Proration of New Debentures." Old debentures
                              tendered for new debentures that are not accepted
                              because of proration may, at the option of the
                              holder, be exchanged for shares of Series B
                              preferred stock or returned to the holder.


Ranking.....................  The new debentures will rank in right of payment
                              behind our senior indebtedness and all of our
                              other existing and future senior debt, but equal
                              with the old debentures and any future
                              subordinated debentures issued by us. The new
                              debentures will be unsecured. The new debentures
                              will rank senior to the Series B preferred stock.

Interest payments...........  Interest payments will be made on the new
                              debentures semi-annually on the same payment
                              dates as the old debentures--July 15th and
                              January 15th of each year. The first interest
                              payment will include the accrued interest from
                              January 16, 2002 until the expiration date of the
                              exchange offer due on old debentures exchanged
                              into new debentures plus the accrued interest
                              from the expiration date of the exchange offer
                              until July 15, 2002 due on the new debentures.

Conversion..................  The new debentures are convertible at any time
                              prior to maturity, unless previously redeemed,
                              into our common stock at a price of $11.00 per
                              share, subject to adjustments.


                                       13
<PAGE>


Optional redemption.........  We may redeem the new debentures at any time
                              after the third anniversary of the expiration
                              date of the exchange offer, in whole or in part,
                              for 100% of their principal amount plus accrued
                              and unpaid interest, if any, up to the date of
                              redemption, on at least 30 days' prior written
                              notice by mail.

Covenants...................  The new debentures will include limitations on
                              our ability, and certain of our subsidiaries'
                              ability, to:

                              .   pay dividends on stock or repurchase stock
                                  after an event of default has occurred and is
                                  continuing or would exist immediately after;

                              .   merge, consolidate or transfer all or
                                  substantially all of our assets unless the
                                  successor entity expressly assumes all
                                  obligations under the indenture governing the
                                  new debentures.

Events of default...........  The following are events of default under the
                              indenture governing the new debentures:

                              .   our failure to pay principal at maturity when
                                  such failure continues for five business
                                  days;

                              .   our failure to pay interest when due and such
                                  failure continues for 30 days;

                              .   our failure to comply with any other covenant
                                  for 60 days after written notice; or

                              .   certain events of bankruptcy, insolvency or
                                  reorganization.

Listing.....................  We intend to apply to list the new debentures and
                              the common stock into which the new debentures
                              are convertible on the New York Stock Exchange.

Summary Description of the Series B Preferred Stock

   9.75% Series B Cumulative Redeemable Preferred Stock.


Preferred stock offered.....  Up to 2,476,000 shares of 9.75% Series B
                              cumulative redeemable preferred stock, par value
                              $0.0001 per share.


Exchange ratio..............  40 shares of Series B preferred stock will be
                              issued for each $1,000 of old debentures
                              tendered.

Ranking.....................  The Series B preferred stock, with respect to
                              dividend rights and rights upon liquidation, will
                              rank: (i) senior to our common stock and our
                              Series A preferred stock, (ii) equal with all
                              other classes of our preferred stock, and (iii)
                              junior to the new debentures, the old debentures,
                              any other indebtedness of ours or our
                              subsidiaries and any other shares of our stock
                              ranking senior.

                              From time to time we may issue additional shares
                              of Series B preferred stock for any corporate
                              purpose. The additional shares may be sold for
                              cash, exchanged for our outstanding securities,
                              or for real property or other assets that we
                              desire to acquire. All such additional shares of
                              Series B preferred stock will rank equally with
                              the shares of Series B preferred stock issued in
                              this exchange offer.

                                       14
<PAGE>


Liquidation preference......  Upon any voluntary or involuntary liquidation,
                              dissolution or winding up of us, before any
                              payment to the holders of common stock, the
                              holders of the preferred stock will be entitled
                              to receive a liquidation preference of $25.00 per
                              share, plus an amount equal to all accrued and
                              unpaid dividends (whether or not earned or
                              declared) to the date of final distribution to
                              such holders.

Dividends...................  $0.609375 per share payable in cash on the 15th
                              day of February, May, August and November of each
                              year (equivalent to $2.4375 per share annually or
                              9.75% of the liquidation preference of $25.00 per
                              share), when, as and if declared by the Board of
                              Directors. The first quarterly dividend payment
                              will include an amount equal to the accrued
                              portion of interest due on any old debentures
                              exchanged into shares of Series B preferred
                              stock. Such dividends will be cumulative from the
                              issue date (i.e., the expiration date of the
                              exchange offer), whether or not the dividends are
                              declared or paid in any period. The dividend
                              record date will be not less than 10 days prior
                              to the payment date nor more than 60 days prior
                              to the payment date each quarter and will be
                              publicly announced by us. We anticipate that the
                              record date will be approximately two weeks prior
                              to the payment date. So long as the shares of
                              Series B preferred stock are outstanding, no
                              dividends will be declared and paid on our common
                              stock unless all dividends accrued and unpaid on
                              the shares of Series B preferred stock have been
                              paid in full.


Optional redemption.........  We may redeem the shares of Series B preferred
                              stock at a price equal to the liquidation
                              preference at any time following the fifth
                              anniversary of the issue date. In addition, we
                              will pay accrued and unpaid dividends, if any, up
                              to the date of the redemption.

Mandatory redemption........  None.

Covenants...................  The shares of Series B preferred stock will
                              include limitations on our ability to:

                              .   authorize, create or increase the authorized
                                  or issued amount of any class or series of
                                  capital stock ranking senior to the Series B
                                  preferred stock; and

                              .   amend, alter or repeal the provisions of our
                                  Charter, including the Articles Supplementary
                                  establishing the Series B preferred stock, so
                                  as to materially and adversely affect any
                                  right, preference or privilege of the shares
                                  of Series B preferred stock.

Conversion..................  The shares of Series B preferred stock will not
                              be convertible into our common stock or any of
                              our other securities.

Voting for directors........  If six quarterly dividends (whether or not
                              consecutive) on the shares of Series B preferred
                              stock are in arrears, whether or not declared,
                              the number of directors constituting our Board of
                              Directors will be increased by two and the
                              holders of the shares of Series B preferred stock
                              (including any other classes or series of
                              preferred stock holding similar voting rights)
                              will be entitled to elect the two additional
                              directors to serve on the Board of Directors.

Listing.....................  We intend to apply to list the Series B preferred
                              stock on the New York Stock Exchange.

                                       15
<PAGE>

Summary Historical Financial Data

   We have derived the summary historical financial data as of and for each of
the five years ended December 31, 2000, 1999, 1998, 1997 and 1996 from our
audited consolidated financial statements. The summary historical financial
data as of and for the nine months ended September 30, 2000 and 2001 have been
derived from our unaudited consolidated financial statements. The summary
historical data below should be read in conjunction with "Selected Financial
Data," and our consolidated financial statements and related notes incorporated
by reference in this prospectus.

<TABLE>
<CAPTION>
                              Nine Months Ended                Years Ended December 31,
                         --------------------------- ------------------------------------------------
                         September 30, September 30,
                             2001          2000        2000      1999      1998      1997      1996
                         ------------- ------------- --------  --------  --------  --------  --------
                                   In thousands except per share, units and percentages
<S>                      <C>           <C>           <C>       <C>       <C>       <C>       <C>
Operating Data:
 Total revenue..........   $ 39,302      $ 38,282    $ 51,441  $ 49,969  $ 47,791  $ 46,443  $ 44,456
 Property operating
  expenses..............     15,215        14,291      19,442    18,971    17,905    17,139    16,317
                           --------      --------    --------  --------  --------  --------  --------
 Net operating income
  (NOI) (2).............     24,087        23,991      31,999    30,998    29,886    29,304    28,139
 Depreciation and
  amortization..........      8,481         8,333      11,173    10,845    10,145     9,621     9,119
 Interest expense.......     11,581        11,838      15,850    15,018    14,554    14,608    14,542
 Administrative
  expense...............      1,912         2,183       2,648     2,788     2,431     2,520     2,194
 Other items (4)........        506            --          --        --        --        --      (449)
                           --------      --------    --------  --------  --------  --------  --------
 Net income.............   $  2,619      $  1,637    $  2,328  $  2,347  $  2,756  $  2,555  $  1,835
                           ========      ========    ========  ========  ========  ========  ========
 Net income per share...       0.32          0.21        0.29      0.30      0.33      0.30      0.22
 Common stock cash
  distributions paid....   $  5,665      $  5,389    $  7,234  $  6,938  $  7,330  $  7,413  $  7,425

Balance Sheet Data:
 Real estate owned, at
  cost..................   $347,576      $346,789    $348,759  $338,389  $328,477  $310,312  $303,476
 Investment in real
  estate partnership....        907           915         916       917       913       904       948
 Total assets...........    276,610       284,911     285,417   284,943   284,935   275,485   277,604
 Mortgage notes
  payable...............    111,776       109,683     113,163    84,712    89,869    90,615    68,080
 Notes payable..........     31,512        39,109      35,716    59,988    49,178    32,342    52,639
 Convertible
  subordinated
  debentures............     61,878        61,878      61,878    61,878    62,878    62,878    62,878
 Total liabilities......    209,928       217,056     218,298   213,990   208,718   190,958   188,237
 Shareholders' equity...   $ 66,682      $ 67,855    $ 67,119  $ 70,953  $ 76,217  $ 84,527  $ 89,367

Other Data:
 Funds from operations
  attributable to shares
  of common stock (1)...   $ 10,109      $  9,528    $ 12,907  $ 12,603  $ 12,284  $ 11,509  $ 10,771
 Net operating income
  (2)...................   $ 24,087      $ 23,991    $ 31,999  $ 30,998  $ 29,886  $ 29,304  $ 28,139
 Weighted average shares
  of common stock
  outstanding...........      8,204         7,925       7,950     7,888     8,331     8,423     8,433

Cash Flows:
 Net cash provided by
  operating activities..   $  6,867      $  8,971    $ 14,010  $ 13,193  $ 12,456  $ 12,945  $ 13,504
 Net cash provided by
  (used in) investing
  activities............      1,248        (8,521)    (10,496)   (9,925)  (16,966)   (6,757)   (7,476)
 Net cash provided by
  (used in) financing
  activities............     (8,316)       (1,130)     (2,955)   (3,081)    4,532    (5,528)   (6,834)

Apartments Segment:
 Gross investment.......   $138,476      $136,148    $136,870  $134,092  $129,510  $113,446  $109,236
 Total units............      3,398         3,398       3,398     3,397     3,341     3,157     3,157
 Percent leased.........        97%           96%         97%       96%       96%       97%       98%
 Operating revenue......   $ 17,946      $ 17,267    $ 22,954  $ 21,947  $ 20,353  $ 19,883  $ 19,052
 Operating expenses.....   $  7,280      $  7,045    $  9,432  $  9,026  $  8,190  $  7,874  $  7,539
 Net operating income
  (2)...................   $ 10,666      $ 10,222    $ 13,522  $ 12,921  $ 12,163  $ 12,009  $ 11,513
 Percent of total NOI...        44%           43%         42%       42%       41%       41%       41%

Retail Properties
 Segment:
 Gross investment (3)...   $210,006      $211,556    $212,805  $205,214  $199,880  $197,770  $195,188
 Total square footage...      2,571         2,693       2,680     2,720     2,668     2,668     2,667
 Percent leased.........        92%           91%         92%       95%       95%       95%       92%
 Operating revenue......   $ 21,356      $ 21,015    $ 28,487  $ 28,022  $ 27,438  $ 26,560  $ 25,404
 Operating expenses.....   $  7,935      $  7,246    $ 10,010  $  9,945  $  9,715  $  9,265  $  8,778
 Net operating income
  (2)...................   $ 13,421      $ 13,769    $ 18,477  $ 18,077  $ 17,723  $ 17,295  $ 16,626
 Percent of total NOI...        56%           57%         58%       58%       59%       59%       59%
</TABLE>

                                       16
<PAGE>

--------
(1) Funds from operations has been an industry-wide standard used to measure
    operating performance of a REIT since its adoption by the National
    Association of Real Estate Investment Trusts in 1991. In October 1999
    NAREIT revised the definition of funds from operations. The revision had no
    effect on our calculation of funds from operations. We calculate funds from
    operations as net income, excluding gains or losses from sales of property
    and those items defined as extraordinary under accounting principles
    generally accepted in the United States of America (GAAP), plus
    depreciation on real estate assets, and after adjustments for
    unconsolidated partnerships to reflect funds from operations on the same
    basis. Funds from operations should not be considered as an alternative to
    net earnings or any other GAAP measurement of performance or as an
    alternative to cash flow from operating, investing or financing activities
    as a measure of liquidity. The funds from operations measure presented by
    us, while consistent with NAREIT's definition, will not be comparable to
    similarly titled measure of other REITs that do not compute funds from
    operations in a manner consistent with ours.
(2) Net operating income (NOI) is another measurement of financial performance
    utilized by us, and is based on the operating revenues and operating
    expenses directly associated with the operations of the real estate
    properties (excluding administrative expenses, depreciation and
    amortization and interest expense). NOI is calculated as operating revenues
    less operating expenses directly related to the operations of the real
    estate properties, before administrative expenses, depreciation and
    amortization and interest expense.
(3) Includes our investment in an unconsolidated real estate entity.
(4) In 1996, we recorded an extraordinary charge related to the early
    extinguishment of debt. In 2001, we recorded a gain related to the sale of
    one of our real estate properties.

Summary Pro Forma Balance Sheet Data

   The following information is derived from our unaudited consolidated balance
sheets. The pro forma consolidated balance sheet as of September 30, 2001 was
prepared on the basis that the exchange offer and the common stock public
offering had occurred on September 30, 2001. The summary data below should be
read in conjunction with "Unaudited Pro Forma Consolidated Financial
Statements," and our consolidated financial statements and related notes
incorporated by reference in this prospectus.

<TABLE>
<CAPTION>
                                                              September 30, 2001
                                                                  Pro Forma
                                                              ------------------
       <S>                                                    <C>
       Total Assets..........................................    $276,610,000
       Mortgage Notes Payable................................     111,776,000
       Notes Payable.........................................       2,859,000
       Convertible Subordinated Debentures...................      61,878,000
       Total Liabilities.....................................     181,275,000
       Shareholders' Equity..................................      95,335,000
</TABLE>

Ratio of Earnings to Fixed Charges

   Our ratio of earnings to fixed charges for the years ended December 31,
2000, 1999, 1998, 1997 and 1996 was 1.11, 1.14, 1.16, 1.17 and 1.15,
respectively. For each of the nine months ended September 30, 2001 and 2000,
our ratio of earnings to fixed charges was 1.16 and 1.10, respectively. For
purposes of computing these ratios, earnings have been calculated by adding
fixed charges, excluding capitalized interest, to pre-tax income from
continuing operations. Fixed charges consist of interest costs, whether
expensed or capitalized, the estimated interest component of rental expenses
and amortization of debt issuance costs. There were no shares of preferred
stock outstanding for any of the periods shown above. Accordingly, the ratio of
earnings to combined fixed charges and preferred stock dividends are identical
to the ratio of earnings to fixed charges. See "Ratio of Earnings to Fixed
Charges."

                                       17
<PAGE>


   Pro Forma Ratio of Earnings to Fixed Charges. Our pro forma ratio of
earnings to fixed charges was 1.28 for the nine months ended September 30, 2001
and 1.25 for the year ended December 31, 2000. These ratios were calculated
assuming the exchange offer and the common stock public offering had occurred
on January 1, 2000. For additional pro forma financial information, see
"Unaudited Pro Forma Consolidated Financial Statements."

   Ratio of EBITDA to Fixed Charges. Our ratio of EBITDA to fixed charges for
the years ended December 31, 2000, 1999, 1998, 1997 and 1996 was 1.78, 1.84,
1.83, 1.82 and 1.73, respectively. For each of the nine months ended September
30, 2001 and 2000, our ratio of EBITDA to fixed charges was 1.86 and 1.77,
respectively. See "Ratio of Earnings to Fixed Charges." "EBITDA," as used here,
is earnings before interest expense, income taxes, depreciation and
amortization. We have included information concerning EBITDA because we believe
that EBITDA is generally accepted as providing useful information regarding a
company's ability to service and/or incur debt. EBITDA should not be considered
in isolation as a substitute for net income, cash flows or other consolidated
or cash flow data prepared in accordance with accounting principles generally
accepted in the United States or as a measure of a company's profitability or
liquidity. While EBITDA is frequently used as a measure of operations and
ability to meet debt service requirements, it is not necessarily comparable to
similarly titled captions of other companies due to differences in methods of
calculation.

   Pro Forma Ratio of EBITDA to Fixed Charges. Our pro forma ratio of EBITDA to
fixed charges was 2.06 for the nine months ended September 30, 2001 and 2.02
for the year ended December 31, 2000. These ratios were calculated assuming the
exchange offer and the common stock public offering had occurred on January 1,
2000. For additional pro forma financial information, see "Unaudited Pro Forma
Consolidated Financial Statements."

                                       18
<PAGE>

                                 RISK FACTORS

   Before you decide to participate in the exchange offer, you should consider
carefully the risks described below, together with the information provided in
the other parts of this prospectus. From time to time, we may make forward-
looking statements (within the meaning of Section 27A of the Securities Act
and Section 21F of the Exchange Act) in documents filed under the Securities
Act, the Exchange Act, press releases or other public statements. If we make
forward-looking statements, we assume no obligation to update forward-looking
statements. Stockholders should not place undue reliance on forward-looking
statements as they involve numerous risks and uncertainties that could cause
actual results to differ materially from the results stated or implied in the
forward-looking statements. In addition to specific factors that may be
disclosed simultaneously with any forward-looking statement, some of the
factors related to us and our businesses that could cause actual results to
differ materially from a forward-looking statement are set forth below.

Risks Relating to the Exchange Offer

   The exchange offer is subject to certain contingencies. The exchange offer
may require certain approvals or consents from governmental regulatory
agencies and other third parties. There can be no assurance that all required
conditions, consents or regulatory approvals will be obtained or achieved in a
timely manner. Moreover, the exchange offer may be modified or withdrawn in
certain circumstances subject to the discretion of our Board of Directors. See
"This Exchange Offer--Conditions to this Exchange Offer."

   Our Board of Directors expresses no opinion and is not making any
recommendation regarding this exchange offer. Our Board of Directors expresses
no opinion and is remaining neutral regarding any recommendation to you
whether or not to tender any or all of your old debentures under this exchange
offer because the risks and benefits to you will depend on your particular
situation or status. The Board of Directors has not obtained a fairness
opinion from any financial advisor about the fairness of the exchange to you
or to us. In addition, we have not authorized anyone to make a recommendation
regarding this exchange offer. We cannot assure you that if you tender your
old debentures you will receive more value than if you choose to keep them.

Risks Associated with the New Debentures

   The new debentures will rank in right of payment behind our senior debt,
both existing and incurred in the future. If we default on our senior debt, we
may not be able to fulfill our obligations under the new debentures. We may
not pay any principal, or any other amounts owing on, or purchase, redeem or
otherwise retire the new debentures, if principal or interest on our senior
debt is not paid when due. In addition, the owners of our senior debt will be
entitled to receive payment of all amounts due to them before the owners of
the new debentures upon any payment or distribution of our assets to our
creditors upon our bankruptcy or liquidation or other insolvency or
reorganization proceedings. The terms of the new debentures, our Charter and
our Bylaws do not limit the amount of senior indebtedness that we may incur.

   We may not be able to repay or refinance the new debentures when they
become due for payment. We can give no assurance that we will have the cash
resources required to meet our obligations to repay the new debentures when
they are due. Our ability to service our indebtedness following this exchange
offer, including our payment obligations under the new debentures and other
financial obligations, will depend upon our future operating performance,
which in turn is subject to market conditions and other factors, including
factors beyond our control.

Risks Associated with the Series B Preferred Stock

   The market value of the Series B preferred stock could be substantially
affected by general market conditions, including changes in interest rates,
government regulatory action and changes in tax laws. An increase in market
interest rates may lead purchasers of the Series B preferred stock to require
a higher annual dividend yield on the Series B preferred stock as a percentage
of the purchase price, which could adversely affect

                                      19
<PAGE>

the market price of the Series B preferred stock. Moreover, numerous other
factors, such as government regulatory action and changes in tax laws could
have a significant impact on the future market price of the Series B preferred
stock or other securities.

Risks Associated with Retaining the Old Debentures

   The old debentures will continue to rank in right of payment behind all of
our existing and future senior debt, including our senior bank debt, and equal
with the new debentures. We may not pay any principal or interest on, or any
amounts owing on, or purchase, redeem or otherwise retire the old debentures
if our senior debt is not paid when due. In addition, if we are in default on
any of our obligations under our senior debt, we may be prohibited from making
payments to the owners of the old debentures for specified periods of time.
Also, the terms of the old debentures, our Charter and our Bylaws do not limit
the amount of senior indebtedness that we may incur.

   After the completion of the exchange offer, future transactions involving
the old debentures are uncertain. We may make offers and purchase any old
debentures that remain outstanding after the expiration of the exchange offer.
Such transactions are solely within our discretion and may be made in the open
market, through private negotiations, or in additional exchange offers. It is
possible that future purchases, if any, of old debentures may be on less or
more favorable terms than the terms of this exchange offer. Furthermore, we
anticipate that the liquidity of the market for any old debentures remaining
outstanding after this exchange offer will be limited.

Real Estate Industry Risks

   We face risks associated with local real estate conditions in areas where
we own properties. We may be affected adversely by general economic conditions
and local real estate conditions. For example, an oversupply of retail space
or apartments in a local area or a decline in the attractiveness of our
properties to shoppers, residents or tenants would have a negative effect on
us.

   Other factors that may affect general economic conditions or local real
estate conditions include:

  .   population and demographic trends;

  .   employment and personal income trends;

  .   income tax laws;

  .   changes in interest rates and availability and costs of financing;

  .   construction costs; and

  .   weather conditions that may increase or decrease energy costs.

   We may be unable to compete with our larger competitors and other
alternatives available to tenants or potential tenants of our properties. The
real estate business is highly competitive. We compete for interests in
properties with other real estate investors and purchasers, many of whom have
greater financial resources, revenues, and geographical diversity than we
have. Furthermore, we compete for tenants with other property owners. All of
our shopping center and apartment properties are subject to significant local
competition. We also compete with a wide variety of institutions and other
investors for capital funds necessary to support our investment activities and
asset growth. In addition, our portfolio of retail properties faces
competition from other properties within each submarket where they are
located. Our apartment portfolio competes with providers of other forms of
housing, such as single family housing. Competition from single family housing
increases when low interest rates make mortgages more affordable.

   We are subject to significant regulation that inhibits our activities.
Local zoning and use laws, environmental statutes and other governmental
requirements restrict our expansion, rehabilitation and reconstruction
activities. These regulations may prevent us from taking advantage of economic
opportunities. Legislation such as the

                                      20
<PAGE>

Americans with Disabilities Act may require us to modify our properties.
Future legislation may impose additional requirements. We cannot predict what
requirements may be enacted or what changes may be implemented to existing
legislation.

Risks Associated with our Properties

   We may be unable to renew leases or relet space as leases expire. When a
lease expires, a tenant may elect not to renew it. We may not be able to relet
the property on similar terms, if we are able to relet the property at all.
With respect to our shopping center properties, our inability to renew a lease
of space to an anchor tenant, or relet the space quickly to another anchor
tenant, could have a material adverse effect on the shopping center. We have
established an annual budget for renovation and reletting expenses that we
believe is reasonable in light of each property's operating history and local
market characteristics. This budget, however, may not be sufficient to cover
these expenses.

   We have been and may continue to be affected negatively by tenant
bankruptcies and leasing delays. At any time, a shopping center tenant may
experience a downturn in its business that may weaken its financial condition.
Similarly, a general decline in the economy may result in a decline in the
demand for apartments. As a result, our commercial and residential tenants may
delay lease commencement, fail to make rental payments when due, or declare
bankruptcy. Any such event could result in the termination of that tenant's
lease and losses to us.

   We receive a substantial portion of our shopping center income as rents
under long-term leases. If retail tenants are unable to comply with the terms
of their leases because of rising costs or falling sales, we may deem it
advisable to modify lease terms to allow tenants to pay a lower rental or a
smaller share of operating costs, taxes and insurance.

   Development and construction risks could impact our profitability. We
intend to continue to develop and construct apartment communities and shopping
centers. Development activities may be conducted through wholly-owned
affiliated companies or through joint ventures with unaffiliated parties. Our
development and construction activities may be exposed to the following risks:

  .  we may be unable to obtain, or face delays in obtaining, necessary
     zoning, land-use, building, occupancy, and other required governmental
     permits and authorizations, which could result in increased development
     costs;

  .  we may incur construction costs for a property that exceed original
     estimates due to increased materials, labor or other costs, which could
     make completion of the property uneconomical, and we may not be able to
     increase rents to compensate for the increase in construction costs;

  .  we may abandon development opportunities that we have already begun to
     explore, and we may fail to recover expenses already incurred in
     connection with exploring those opportunities;

  .  we may be unable to complete construction and lease-up of a property on
     schedule and meet financial goals for development projects;

  .  because occupancy rates and rents at a newly developed property may
     fluctuate depending on a number of factors, including market and
     economic conditions, we may be unable to meet our profitability goals
     for that property; and

  .  construction costs have been increasing in our existing markets, and may
     continue to increase in the future and, in some cases, the costs of
     upgrading existing or newly acquired properties have exceeded, and may
     continue to exceed, original estimates and we may be unable to charge
     rents that would compensate for these increases in costs.

   Coverage under our existing insurance policies may be inadequate to cover
losses. We generally maintain insurance policies related to our business,
including casualty, general liability and other policies covering our business
operations, employees and assets. However, we would be required to bear all
losses that are not

                                      21
<PAGE>

adequately covered by insurance. Although we believe that our insurance
programs are adequate, we cannot assure you that we will not incur losses in
excess of our insurance coverage, or that we will be able to obtain insurance
in the future at acceptable levels and reasonable cost.

   We face risks due to lack of geographic diversity. All of our properties
are located in Louisiana, Florida and Alabama. A downturn in general economic
conditions and local real estate conditions in these geographic regions would
have an adverse effect on us.

   We face possible environmental liabilities. Current and former real estate
owners and operators may be required by law to investigate and clean up
hazardous substances released at the properties they own or operate. They may
also be liable to the government or to third parties for substantial property
damage, investigation costs and cleanup costs. In addition, some environmental
laws create a lien on the contaminated site in favor of the government for
damages and costs the government incurs in connection with the contamination.
Contamination may affect adversely the owner's ability to sell or lease real
estate or to borrow using the real estate as collateral.

   We have no way of determining at this time the magnitude of any potential
liability to which we may be subject arising out of unknown environmental
conditions or violations with respect to the properties we formerly owned.
Environmental laws today can impose liability on a previous owner or operator
of a property that owned or operated the property at a time when hazardous or
toxic substances were disposed of, or released from, the property. A
conveyance of the property, therefore, does not relieve the owner or operator
from liability.

   We are not currently aware of any environmental liabilities relating to our
investment properties which would have a material adverse effect on our
business, assets, or results of operations. However, we cannot assure you that
environmental liabilities will not arise in the future.

Financing Risks

   We face risks generally associated with our debt. We finance a portion of
our investments in real estate through debt. Although we have never missed a
required payment of principal or interest or otherwise defaulted on a required
payment related to our indebtedness, this debt creates risks, including:

  .   rising interest rates on our floating rate debt;

  .   failure to repay or refinance existing debt as it matures, including
      our outstanding convertible debentures, which may result in forced
      disposition of properties on disadvantageous terms;

  .   refinancing terms less favorable than the terms of existing debt; and

  .   failure to meet required payments of principal and/or interest.

   We face risks associated with the use of debt to fund acquisitions and
developments, including refinancing risk. We are subject to the risks normally
associated with debt financing, including the risk that our cash flow will be
insufficient to meet required payments of principal and interest. We
anticipate that a portion of the principal of our debt will not be repaid
prior to maturity. Therefore, we will likely need to refinance at least a
portion of our outstanding debt as it matures. There is a risk that we may not
be able to refinance existing debt or that the terms of any refinancing will
not be as favorable as the terms of the existing debt. If principal payments
due at maturity cannot be refinanced, extended or repaid with proceeds from
other sources, such as new equity capital or sales of properties, our cash
flow will not be sufficient to repay all maturing debt in years when
significant "balloon" payments come due.

   We may issue shares of preferred stock with greater rights than shares of
our common stock which may affect holders of the debentures if holders convert
the debentures into common stock. Our Board of Directors may issue shares of
preferred stock without stockholder approval. Our Board of Directors may
determine the relative rights, preferences and privileges of each class or
series of shares of preferred stock. Because our Board of Directors has the
power to establish the preferences and rights of the shares of preferred
stock, preferred shares may have preferences, distributions, powers and rights
senior to the rights of a common stockholder.

                                      22
<PAGE>

   We may amend our business policies without your approval. Our Board of
Directors determines our growth, investment, financing, capitalization,
borrowing, REIT status, operating and distribution policies. Although the
Board of Directors has no present intention to amend or revise any of these
policies, these policies may be amended or revised without notice to
stockholders. Accordingly, stockholders may not have control over changes in
our policies. We cannot assure you that changes in our policies will serve
fully the interests of all stockholders.

Other Risks

   The market value of our common stock could decrease based on our
performance and market perception and conditions. The market value of our
common stock may be based primarily upon the market's perception of our growth
potential and current and future cash dividends, and may be secondarily based
upon the real estate market value of our underlying assets. The market price
of our common stock is influenced by the dividend on our common stock relative
to market interest rates. Rising interest rates may lead potential buyers of
our common stock to expect a higher dividend rate, which would adversely
affect the market price of our common stock. In addition, rising interest
rates would result in increased expense, thereby adversely affecting cash flow
and our ability to service our indebtedness and pay dividends.

   We are subject to restrictions that may impede our ability to effect a
change in control. Certain provisions contained in our Charter and Bylaws, our
Shareholder Rights Agreement, certain provisions of Maryland law and severance
agreements with our executive officers may have the effect of discouraging a
third party from making an acquisition proposal for us and thereby inhibit a
change in control. These provisions include the following:

  .   Our Charter provides for three classes of directors with the term of
      office of one class expiring each year, commonly referred to as a
      "staggered board." By preventing stockholders from voting on the
      election of more than one class of directors at any annual meeting of
      stockholders, this provision may have the effect of keeping the current
      members of our Board of Directors in control for a longer period of
      time than stockholders may desire.

  .   Our Charter generally limits any holder from acquiring more than 9.9%
      or more (in value or in number, whichever is more restrictive) of our
      outstanding equity stock (defined as all of our classes of capital
      stock, except our excess stock). While this provision is intended to
      assure our ability to remain a qualified REIT for Federal income tax
      purposes, the ownership limit may also limit the opportunity for
      stockholders to receive a premium for their shares of common stock that
      might otherwise exist if an investor were attempting to assemble a
      block of shares in excess of 9.9% of the outstanding shares of equity
      stock or otherwise effect a change in control.

  .   In August 1998, our Board of Directors adopted a shareholder rights
      plan. Under the terms of the plan, we declared a dividend of rights on
      our common stock. The rights issued under the plan will be triggered,
      with certain exceptions, if and when any person or group acquires, or
      commences a tender offer to acquire, 15% or more of our shares. The
      rights plan is intended to prevent abusive hostile takeover attempts by
      requiring a potential acquiror to negotiate the terms with our Board of
      Directors. However, it could have the effect of deterring or preventing
      our acquisition, even if a majority of our stockholders were in favor
      of such acquisition, and could have the effect of making it more
      difficult for a person or group to gain control of us or to change
      existing management.

  .  We have entered into change of control agreements with each of our
     executives providing for the payment of money to these executives upon
     the occurrence of our change of control as defined in these agreements.
     If, within 24 months following a change of control, we terminate the
     executive's employment other than for cause, or if the executive elects
     to terminate his employment with us for reasons specified in the
     agreement, we will make a severance payment equal to three times the
     executive's base salary, together with the executive's bonus, deferred
     compensation and medical and other benefits. These agreements may deter
     changes of control of us because of the increased cost for a third party
     to acquire our control.

                                      23
<PAGE>

   We may fail to qualify as a REIT. If we fail to qualify as a REIT, we will
not be allowed to deduct distributions to stockholders in computing our
taxable income and we will be subject to Federal income tax, including any
applicable alternative minimum tax, at regular corporate rates. In addition,
we might be barred from qualification as a REIT for the four years following
disqualification. The additional tax incurred at regular corporate rates would
reduce significantly the cash flow available for distribution to stockholders
and for debt service.

   Furthermore, we would no longer be required by the Internal Revenue Code of
1986, as amended (the "Code") to make any distributions to our stockholders as
a condition to REIT qualification. Any distributions to stockholders that
otherwise would have been subject to tax as capital gain dividends would be
taxable as ordinary income to the extent of our current and accumulated
earnings and profits. Corporate distributees, however, may be eligible for the
dividends received deduction on the distributions, subject to limitations
under the Code.

   To qualify as a REIT, we must comply with certain highly technical and
complex requirements. We cannot be certain we have complied with these
requirements because there are few judicial and administrative interpretations
of these provisions. In addition, facts and circumstances that may be beyond
our control may affect our ability to qualify as a REIT. We cannot assure you
that new legislation, regulations, administrative interpretations or court
decisions will not change the tax laws significantly with respect to our
qualification as a REIT or with respect to the federal income tax consequences
of qualification. We believe that we have qualified as a REIT since our
inception and intend to continue to qualify as a REIT. However, we cannot
assure you that we are qualified or will remain qualified.

   We may be unable to comply with the strict income distribution requirements
applicable to REITs. To obtain the favorable tax treatment associated with
qualifying as a REIT, among other requirements, we are required each year to
distribute to our stockholders at least 90% of our REIT taxable income. We
will be subject to corporate income tax on any undistributed REIT taxable
income. In addition, we will incur a 4% nondeductible excise tax on the amount
by which our distributions in any calendar year are less than the sum of (i)
95% of our ordinary income for the year, (ii) 95% of our capital gain net
income for the year, and (iii) any undistributed taxable income from prior
years. We could be required to borrow funds on a short-term basis to meet the
distribution requirements that are necessary to achieve the tax benefits
associated with qualifying as a REIT (and avoid corporate income tax and the
4% excise tax), even if conditions were not favorable for borrowing. As of
this date, we have not needed to incur such borrowings.

   Notwithstanding our status as a REIT, we are subject to various federal,
state, local and foreign taxes on our income and property. For example, we
will be taxed at regular corporate rates on any undistributed taxable income,
including undistributed net capital gains, provided, however, that properly
designated undistributed capital gains will effectively avoid taxation at the
stockholder level. We may be subject to other federal income taxes as more
fully described in "Material United States Federal Income Tax Consequences--
Taxation of Us as a REIT." We may also have to pay some state income or
franchise taxes because not all states treat REITs in the same manner as they
are treated for federal income tax purposes.

                                      24
<PAGE>

                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

   We have made forward-looking statements with respect to our financial
condition, results of operations and business and on the expected impact of
this exchange offer on our financial performance. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates" and similar
expressions as they relate to us or our management, are intended to identify
forward-looking statements. These statements indicate that we have used
assumptions that are subject to a number of risks and uncertainties which
could cause our actual results or performance to differ materially from those
projected, including:

  .  the effect of regional economic conditions, particularly with regard to
     retail shopping center and multifamily apartment property occupancy and
     rental growth in Alabama, Florida and Louisiana;

  .  our ability to identify and secure additional properties and sites that
     meet our criteria for acquisition or development;

  .  the acceptance of our financing plans by the capital markets and the
     effect of prevailing market interest rates and the pricing of our stock;
     and

  .  other factors discussed under the heading "Risk Factors" and as
     described from time to time in our filings with the SEC.

   We undertake no obligation to release publicly any updates or revisions to
any forward-looking statements contained in this prospectus and the
information incorporated by reference into this prospectus to reflect any
change in our expectations or any change in events, conditions or
circumstances on which the statement is based.

   In evaluating this exchange offer, you should carefully consider the
discussion of risks and uncertainties in the section entitled "Risk Factors"
on pages 19 to 24 of this prospectus.

                                USE OF PROCEEDS

   We will not receive any proceeds from the issuance of the new debentures
and shares of Series B preferred stock offered in this exchange offer. We will
receive the old debentures in consideration for issuing the new debentures and
shares of Series B preferred stock. The old debentures surrendered in exchange
for the new debentures and shares of Series B preferred stock will be retired
and cancelled and cannot be reissued.

                                      25
<PAGE>

                      RATIO OF EARNINGS TO FIXED CHARGES

   Our ratio of earnings to fixed charges for the years ended December 31,
2000, 1999, 1998, 1997 and 1996 was 1.11, 1.14, 1.16, 1.17 and 1.15,
respectively. For each of the nine months ended September 30, 2001 and 2000,
our ratio of earnings to fixed charges was 1.16 and 1.10, respectively. For
purposes of computing these ratios, earnings have been calculated by adding
fixed charges, excluding capitalized interest, to pre-tax income from
continuing operations. Fixed charges consist of interest costs, whether
expensed or capitalized, the estimated interest component of rental expenses
and amortization of debt issuance costs. There were no shares of preferred
stock outstanding for any of the periods shown above. Accordingly, the ratio
of earnings to combined fixed charges and preferred stock dividends are
identical to the ratio of earnings to fixed charges.

   Pro Forma Ratio of Earnings to Fixed Charges. Our pro forma ratio of
earnings to fixed charges was 1.28 for the nine months ended September 30,
2001 and 1.25 for the year ended December 31, 2000. These ratios were
calculated assuming the exchange offer and the common stock public offering
had occurred on January 1, 2000. For additional pro forma financial
information, see "Unaudited Pro Forma Consolidated Financial Statements."

   Ratio of EBITDA to Fixed Charges. Our ratio of EBITDA to fixed charges for
the years ended December 31, 2000, 1999, 1998, 1997 and 1996 was 1.78, 1.84,
1.83, 1.82 and 1.73, respectively. For each of the nine months ended September
30, 2001 and 2000, our ratio of EBITDA to fixed charges was 1.86 and 1.77,
respectively. "EBITDA," as used here, is earnings before interest expense,
income taxes, depreciation and amortization. We have included information
concerning EBITDA because we believe that EBITDA is generally accepted as
providing useful information regarding a company's ability to service and/or
incur debt. EBITDA should not be considered in isolation as a substitute for
net income, cash flows or other consolidated or cash flow data prepared in
accordance with accounting principles generally accepted in the United States
or as a measure of a company's profitability or liquidity. While EBITDA is
frequently used as a measure of operations and ability to meet debt service
requirements, it is not necessarily comparable to similarly titled captions of
other companies due to differences in methods of calculation.

   Pro Forma Ratio of EBITDA to Fixed Charges. Our pro forma ratio of EBITDA
to fixed charges was 2.06 for the nine months ended September 30, 2001 and
2.02 for the year ended December 31, 2000. These ratios were calculated
assuming the exchange offer and the common stock public offering had occurred
on January 1, 2000. For additional pro forma financial information, see
"Unaudited Pro Forma Consolidated Financial Statements."

                                      26
<PAGE>

                                CAPITALIZATION

   The following table sets forth our capitalization as of September 30, 2001
(i) on a historical basis and (ii) on a pro forma basis assuming (a)
$40,340,000 principal amount of the old debentures are refinanced by the
issuance of $40,340,000 principal amount of new debentures and (b) the
completion of the common stock public offering. You should read this
information in conjunction with our consolidated financial information and
accompanying notes, which are incorporated by reference into this prospectus.

<TABLE>
<CAPTION>
                                                 As of September 30, 2001
                                                        (unaudited)
                                                 ----------------------------
                                                 Historical     Pro Forma(1)
                                                 ------------   -------------
                                                      (in thousands)
<S>                                              <C>            <C>
Indebtedness
  Notes payable.................................  $     31,512    $      2,859
  Mortgage indebtedness.........................       111,776         111,776
  Convertible subordinated debentures...........        61,878          61,878

Shareholders' Equity
  Series A preferred stock, 40,000 shares
   authorized, none issued......................            --              --
  Series B preferred stock, liquidation
   preference $25 per share, 2,476,000 shares
   authorized, none issued......................            --              --
  Common stock, par value $0.0001 per share,
   51,484,000 shares authorized, 8,368,000
   shares issued and outstanding, 11,818,000
   shares issued and outstanding, as adjusted
   for the common stock public offering.........             1               1
  Excess stock, par value $0.0001 per share,
   16,000,000 shares authorized, none issued....            --              --
  Additional paid-in capital....................       121,917         150,570
  Cumulative net income.........................        42,336          42,336
  Cumulative distributions paid.................       (97,572)        (97,572)
                                                  ------------    ------------
    Total Shareholders' Equity..................        66,682          95,335
                                                  ------------    ------------
    Total capitalization........................  $    271,848    $    271,848
                                                  ============    ============
</TABLE>
--------
(1)  See Notes B through G to Unaudited Pro Forma Consolidated Financial
     Statements for information on how changes in the amount of new debentures
     and Series B preferred stock issued in the exchange offer will impact pro
     forma financial data.

                                      27
<PAGE>

                              THIS EXCHANGE OFFER

   This section of the prospectus describes our proposed exchange offer. While
we believe that the description covers the material terms of this exchange
offer, this summary may not contain all the information that is important to
you. You should read the entire prospectus and the other documents we refer to
or incorporate by reference carefully for a more complete understanding of
this exchange offer.

About Sizeler Property Investors, Inc.

   We are a self-administered and self-managed equity real estate investment
trust that acquires, develops, owns and operates income-producing retail
shopping centers and apartment properties in the southeastern region of the
United States. Our investment objective is to acquire and develop quality
properties at attractive initial yields with potential for future growth in
cash flows. As of September 30, 2001, our existing portfolio contained 15
retail shopping centers with approximately 2.6 million square feet of gross
leasable area and 14 apartment properties containing approximately 3,400
units. During the nine month period ended September 30, 2001, our retail and
apartment properties were, on average, approximately 92% and 97% leased,
respectively. Our principal executive offices are located at 2542 Williams
Boulevard, Kenner, Louisiana 70062. Our telephone number is (504) 471-6200.

Purpose of this Exchange Offer

   We are making this exchange offer to refinance the old debentures.

Securities Offered in this Exchange Offer

   You can select the form of consideration that you will receive for your old
debentures from the following two options:

  .   9.0% convertible subordinated debentures due July 15, 2009; or


  .   9.75% Series B cumulative redeemable preferred stock.


   You may exchange your old debentures entirely for new debentures or
entirely for Series B preferred stock, or you may choose any combination
thereof. You do not have to tender all of your old debentures to participate
in this exchange offer. You may withdraw your tender of old debentures or
change your choice of consideration options at any time before the expiration
of this exchange offer.

Possible Proration of New Debentures

   If, at the expiration date, holders of old debentures have validly tendered
and not withdrawn more than $40,340,000 in aggregate principal amount of old
debentures for new debentures, then the exchange agent will allot the new
debentures to be issued among the tendering holders of old debentures on a pro
rata basis, based on the principal amount of old debentures tendered for
exchange for new debentures. Holders of old debentures tendered for new
debentures that are not accepted may, at the holder's option, have such old
debentures exchanged for shares of Series B preferred stock or returned to the
holder.


Market and Trading Information Regarding the Old Debentures

   The old debentures currently are listed on the New York Stock Exchange. As
of March 22, 2002, the last reported trading day for the old debentures, the
closing price was $99.50. We believe that opportunities to trade old
debentures that remain outstanding after this exchange offer will be limited.
The following table indicates the high and low sales prices for the old
debentures for each quarter during the past two years and for the first
quarter of 2002 through March 22, 2002.



<TABLE>
<CAPTION>
                                     2002                2001          2000
                                -----------------    ------------- -------------
                                 High       Low       High   Low    High   Low
                                -------    ------    ------ ------ ------ ------
   <S>                          <C>        <C>       <C>    <C>    <C>    <C>
   First quarter............... $100.50(1) $97.63(1) $96.00 $88.50 $90.88 $90.00
   Second quarter..............      --        --     99.00  91.50  92.00  88.50
   Third quarter...............      --        --     98.50  97.50  92.50  89.00
   Fourth quarter..............      --        --    100.50  97.13  91.00  89.00
</TABLE>

--------

(1) Reflects the high and low sales prices for the old debentures for the
    first quarter of 2002 through March 22, 2002.


                                      28
<PAGE>

Conditions to this Exchange Offer

   This exchange offer is subject to the following conditions:

  .   this exchange offer complies with applicable laws and applicable
      interpretations of the staff of the SEC;

  .   this exchange offer complies with all applicable state securities or
      "blue sky" laws;

  .   no action or proceeding has been instituted or threatened in any court
      or before any governmental agency and no law, rule, regulation,
      judgment, order or injunction has been proposed, including any proposal
      which is in existence as of the date of this prospectus, enacted,
      entered or enforced by any court or government agency that would
      reasonably be expected to:

    .   prohibit, prevent or materially impair our ability to proceed with
        this exchange offer;

    .   materially adversely affect our business;

    .   limit the tax deductibility of interest on or indebtedness on the
        new debentures or that would materially increase the after-tax cost
        to us of this exchange offer; or

    .   materially impair the benefits to us of this exchange offer;

  .   no event has occurred or is reasonably likely to occur affecting our
      business that would reasonably be expected to prohibit, prevent or
      significantly delay consummation of this exchange offer or materially
      impair our contemplated benefits of this exchange offer; and

  .   after the date of this prospectus, no tender or exchange offer for any
      class of our equity securities and no merger, acquisition, business
      continuation or similar transaction involving us has occurred, been
      proposed or announced.

   All conditions to this exchange offer must be satisfied or waived on or
before the expiration date for this exchange offer. Subject to the
satisfaction or waiver of the conditions, we will accept for exchange any and
all old debentures that are validly tendered and not withdrawn at any time
prior to acceptance for payment. Failure by us to enforce any conditions will
not be considered a waiver of that condition.

Background of this Exchange Offer

   On May 13, 1993, we issued and sold $65,000,000 in aggregate principal
amount of the old debentures in a public offering for cash. Subsequently,
$2,100,000 in principal amount of the old debentures were converted into
shares of our common stock and $1,000,000 in principal amount of the old
debentures have been acquired by us, leaving $61,900,000 million in aggregate
principal amount of the old debentures outstanding. The old debentures mature
on July 15, 2003.

   On May 15, 2001, our Board of Directors retained Cohen & Steers as our
financial advisor, for the purpose of advising us with respect to certain
matters, including the evaluation of the old debentures and the possibility of
refinancing the old debentures. In considering the refinancing of the old
debentures, the Board recognized that these debentures matured in
approximately two years. On August 9, 2001, Cohen & Steers presented the Board
of Directors with a proposal to refinance the old debentures through an
exchange offer. Pursuant to the proposed exchange offer, holders of old
debentures would be offered, in exchange for their old debentures, the choice
of new debentures with substantially the same terms as the old debentures
except for an extended maturity date, a reduced conversion rate and a higher
interest rate, and/or shares of preferred stock. The Board concluded that the
proposed exchange offer was a more preferable strategy than other means of
discharging the old debentures, such as selling company properties or
incurring additional indebtedness to raise sufficient proceeds to pay the old
debentures. After consideration the Board approved the proposed exchange offer
on the terms described in this prospectus. See "This Exchange Offer."

No Board Recommendation

   Our Board of Directors expresses no opinion and is remaining neutral
regarding any recommendation to you whether or not to tender any or all of
your old debentures under this exchange offer because the risks and

                                      29
<PAGE>

benefits to you will depend on your particular situation or status. The Board
of Directors has not obtained a fairness opinion from any financial advisor
about the fairness of the exchange to you or to us. In addition, we have not
authorized anyone to make a recommendation regarding this exchange offer. You
must make your own decision whether to tender any or all of your old
debentures and the likely value of the new debentures, the shares of Series B
preferred stock, your liquidity needs and your investment objectives.

Period for Tendering Old Debentures

   As set forth in this exchange offer and prospectus and in the accompanying
letter of transmittal, we will accept for exchange any and all old debentures
that are properly tendered on or prior to the expiration date and not
withdrawn as permitted below. The term "expiration date" means 5:00 p.m., New
York City time on            , 2002. However, if we extend the period of time
for which this exchange offer is open, the term "expiration date" means the
latest time and date to which this exchange offer is extended.


   We expressly reserve the right, at any time or from time to time, to extend
the period of time during which this exchange offer is open, and thereby delay
acceptance for exchange of any old debentures, by announcing an extension of
this exchange offer as described below. During any extension, all old
debentures previously tendered will remain subject to this exchange offer and
may be accepted for exchange by us. Any old debentures not accepted for
exchange for any reason will be returned without expense to the tendering
owner as promptly as practicable after the expiration or termination of this
exchange offer.

   We also expressly reserve the right, at any time or from time to time,
regardless of whether or not the conditions to this exchange offer have been
satisfied, subject to applicable law, to:

  .   extend the expiration date for this exchange offer;

  .   to amend this exchange offer and solicitation in any respect;

  .   to terminate this exchange offer prior to the expiration date and
      return the old debentures tendered pursuant thereto; or

  .   to delay the acceptance of the old debentures under this exchange
      offer;

with respect to each of the above, by giving written notice of such extension,
amendment or termination to the exchange agent. Any extension, amendment or
termination will be followed as promptly as practicable by public announcement
thereof, with the announcement in the case of an extension to be issued no
later than 9:00 a.m., New York City time, on the first business day after the
previously scheduled expiration date. Without limiting the manner in which we
may choose to make any public announcement, we will have no obligation to
publish, advertise or otherwise communicate any such public announcement other
than by issuing a release to the Dow Jones News Service or PR Newswire.

   In our sole discretion, we will decide whether to exercise our right to
extend the expiration date for this exchange offer. Tendered old debentures
may be withdrawn at any time on or prior to the expiration date.

Procedures for Exchanging Old Debentures

   We contemplate that the new debentures will be delivered in book-entry form
through DTC, Euroclear and Clearstream. See "Book Entry; Delivery and Form"
below. Certificates for shares of Series B preferred stock will be sent to you
by the exchange agent. If you have any questions or need assistance in
tendering your old debentures, please call J.P. Morgan Trust Company, National
Association, the exchange agent, whose address and contact details appear in
the section entitled "--Exchange Agent" below.

   Only holders of record are authorized to tender their old debentures for
exchange. If you wish to tender old debentures in this exchange offer and you
hold your old debentures through a broker, dealer, commercial bank, trust
company or other nominee you should contact them promptly regarding the
procedures to follow to tender your old debentures. If you wish to exchange
old debentures in this exchange offer on your own behalf, you

                                      30
<PAGE>

must, before completing and signing the letter of transmittal and delivering
the old debentures, make appropriate arrangements to register the ownership of
the old debentures in your name.

   Tender of old debentures held through a custodian. If your old debentures
are held of record by a broker, dealer, commercial bank, trust company or
other nominee, you must contact the holder of record promptly and instruct the
holder of record to tender your old debentures on your behalf. Any beneficial
owner of old debentures held of record by DTC, Euroclear or Clearstream or
their nominee, through authority granted by DTC, Euroclear or Clearstream, may
direct the holder of record to tender on the beneficial owner's behalf.

   Tender of old debentures held through DTC, Euroclear or Clearstream. To
tender old debentures that are held through DTC, the holder should transmit
its acceptance through the Automated Tender Offer Program, and DTC will then
edit and verify the acceptance and send an Agent's Message to the exchange
agent for its acceptance. To tender old debentures held through Euroclear or
Clearstream, the holder should transmit its acceptance to Euroclear or
Clearstream, as appropriate, and Euroclear or Clearstream will then edit or
verify the acceptance and send an Agent's Message to the exchange agent for
its acceptance. Delivery of tendered old debentures must be made to the
exchange agent pursuant to the book-entry delivery procedures set forth below.

   Delivery of letters of transmittal, old debentures and other documents. You
should send the certificate(s) for old debentures for cancellation and
exchange, letters of transmittal and other required documentation only to the
exchange agent and not to us or the information agent. The delivery of the
certificate(s) for old debentures, the letter of transmittal, any required
signature guarantees and all other required documents, including delivery
through DTC, Euroclear or Clearstream, and any acceptance of an Agent's
Message transmitted through the Automated Tender Offer Program, is at the
election and risk of the person tendering old debentures and delivering the
certificate(s), the letter of transmittal and other documents. Except as
otherwise provided in the letter of transmittal, delivery will be deemed made
only when actually received by the exchange agent and therefore risk of loss
and title to the old debentures will pass only upon delivery of the
certificate(s) for the old debentures to the exchange agent. If delivery is by
mail, we recommend that the holder use properly insured, registered mail with
return receipt requested, and that the mailing be made sufficiently in advance
of the expiration date to assure timely delivery to the exchange agent.

   Except as provided below, unless the old debentures being tendered for
exchange are deposited with the exchange agent on or before the expiration
date, accompanied by a properly completed and duly executed letter of
transmittal or a properly transmitted Agent's Message, we may, at our option,
treat the tender of the old debentures as defective for purposes of the right
to exchange pursuant to this exchange offer. Exchange of the old debentures
will be made only against deposit of the tendered old debentures and delivery
of all other required documents.

   Book-entry delivery procedures. Any financial institution that is a
participant in DTC, Euroclear and Clearstream may make book-entry delivery of
the old debentures by causing DTC, Euroclear or Clearstream, as appropriate,
to transfer such old debentures into the exchange agent's account in
accordance with the DTC's, Euroclear's or Clearstream's procedures for such
transfer.

   Although delivery of old debentures may be effected through book-entry into
the exchange agent's account at DTC, Euroclear or Clearstream, the letter of
transmittal, or facsimile of it, with any required signature guarantees, or an
Agent's Message in connection with a book-entry transfer, and any other
required documents, must, in any case, be transmitted to and received by the
exchange agent on or before the expiration date, as applicable. Delivery of
documents to DTC, Euroclear or Clearstream does not constitute delivery to the
exchange agent.

   The confirmation of a book-entry transfer into the exchange agent's account
at DTC, Euroclear or Clearstream as described above is referred to as a "Book-
Entry Confirmation."

   "Agent's Message" means a message transmitted by DTC, Euroclear or
Clearstream, received by the exchange agent, and made a part of a Book-Entry
Confirmation. The message states that DTC, Euroclear or

                                      31
<PAGE>

Clearstream has received an express acknowledgment from the person tendering
the old debentures that the person has received and agrees to be bound by the
terms of the letter of transmittal and that we may enforce such agreement
against the holder.

   Upon delivery of the certificate(s) representing the old debentures for
cancellation and exchange to the exchange agent together with the letter of
transmittal duly executed and completed in accordance with its instructions,
the holder of such old debentures will be entitled to receive in exchange
therefor a credit for the new debentures issued on this exchange offer to the
accounts of the owners of the new debentures at the DTC, Euroclear or
Clearstream and a certificate or certificates representing the number of
shares of Series B preferred stock for which the holder has elected to receive
in exchange for the old debentures. The certificate(s) for old debentures so
surrendered will be cancelled. Holders of old debentures should send in their
certificate(s) representing old debentures only with a letter of transmittal.

   In the event that any certificate for old debentures has been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming such certificate to be lost, stolen or destroyed and, if we require,
the posting by such person of a bond in such reasonable amount as we may
direct as indemnity against any claim that may be made against us with respect
to such certificate, the exchange agent will issue in exchange for such lost,
stolen or destroyed certificate, certificates representing the amount of new
debentures and/or number of shares of Series B preferred stock for which the
holder has elected in exchange for the old debentures.

   Signature guarantees. Signatures on all letters of transmittal must be
guaranteed by a recognized participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchange Medallion Program, unless the relevant old debentures are
tendered:

  .   by a registered holder who has not completed the box entitled "Special
      Issuance Instructions" or "Special Delivery Instructions" on the letter
      of transmittal; or

  .   for the account of a member firm of a registered national securities
      exchange, a member of the National Association of Securities Dealers,
      Inc. or a commercial bank or trust company having an office or
      correspondent in the United States, which entities we refer to as
      "eligible institutions."

   Determination of validity. We will determine in our sole discretion all
questions as to the validity, form, eligibility, including time or receipt,
and acceptance and withdrawal of tendered old debentures. We reserve the
absolute right to reject any and all old debentures not properly tendered or
any old debentures whose acceptance by us would, in the opinion of our
counsel, be unlawful. We also reserve the right to waive any defects,
irregularities or conditions of tender as to any particular old debentures
either before or after the expiration date. Our interpretation of the terms
and conditions of this exchange offer, including the instructions in the
letter of transmittal, will be final and binding, on all parties. Unless
waived, any defects or irregularities in connection with tenders of old
debentures must be cured within a time period that we will determine. Neither
we, the exchange agent nor any other person will have any duty or will incur
any liability for failure to give such notification. Tenders of old debentures
will not be considered to have been made until any defects or irregularities
have been cured or waived. Any old debentures received by the exchange agent
that are not properly tendered and as to which the defects or irregularities
have not been cured or waived will be returned by the exchange agent to the
tendering owners, unless otherwise provided in the letter of transmittal, as
soon as practicable following the expiration date.

   Backup United States federal income tax withholding. To prevent backup
federal income tax withholding, you must provide the exchange agent with your
current taxpayer identification number and certify that you are not subject to
backup federal income tax withholding by completing the applicable Form W-8 or
Form W-9 included in the letter of transmittal.

Withdrawals of Tenders

   You may withdraw tenders of old debentures at any time on or prior to the
expiration of this exchange offer, but the exchange consideration will not be
payable in respect of old debentures that are withdrawn.

                                      32
<PAGE>


   Except as otherwise provided in this prospectus, tenders of old debentures
may be withdrawn at any time prior to 5:00 p.m., New York City time on the
expiration date.


   For a withdrawal of tendered old debentures to be effective, a written
notice of withdrawal must be received by the exchange agent on or prior to the
expiration of this exchange offer at the address set forth below under "--
Exchange Agent." Any notice of withdrawal must:

  .   specify the name of the person who tendered the old debentures to be
      withdrawn;

  .   identify the old debentures to be withdrawn, including the name and
      number of the account at the applicable book-entry transfer facility to
      be credited; and

  .   be signed by the holder in the same manner as the original signature on
      the letter of transmittal by which the old debentures were tendered,
      including any required signature guarantees, or be accompanied by
      documents of transfer sufficient to have the trustee or other
      applicable person register transfer of the old debentures into the name
      of the person withdrawing the tender.

   If you have tendered your old debentures through a custodian but wish to
withdraw them, you must withdraw your tender through the custodian prior to
the expiration of this exchange offer.

   All questions as to the validity, form and eligibility, including time or
receipt, of notices of withdrawal will be determined by us. Our determination
will be final and binding on all parties. Any old debentures withdrawn will be
deemed not to have been validly tendered for purposes of this exchange offer
and no new debentures or shares of Series B preferred stock will be issued in
exchange unless the old debentures so withdrawn are validly tendered again.
Any old debentures which have been tendered but which are effectively
withdrawn will be returned by the exchange agent to the appropriate party,
without expense to the withdrawing person as soon as practicable after
withdrawal. Properly withdrawn old debentures may be retendered by following
one of the procedures described above under "--Procedures for Exchanging Old
Debentures" at any time prior to the expiration date.

Interest on Old and New Debentures and Dividends on Series B Preferred Stock

   The last payment of interest on the old debentures was made on January 15,
2002. This payment covered accrued interest at the rate of 8% from July 16,
2001 through January 15, 2002. The first payment of interest on the new
debentures will be made on July 15, 2002 in arrears to registered holders as
of July 1, 2002. This payment will cover accrued interest at the rate of 8.0%
effective from January 16, 2002 until the expiration date of the exchange
offer and at the rate of 9.0% effective from the expiration date of the
exchange offer until July 15, 2002.


   The first dividend payment on the Series B preferred stock will be paid in
quarterly arrears beginning May 15, 2002 at a rate of 8.0% from January 16,
2002 until the expiration date of the exchange offer and at the rate of 9.75%
from the expiration date of the exchange offer until May 15, 2002. Subsequent
dividend payments will be $0.609375 quarterly (equivalent to $2.4375 per share
annually or 9.75% of the liquidation preference of $25.00 per share) per share
of Series B preferred stock, when, as and if declared by the Board of
Directors. We anticipate that the record date for dividends on the Series B
preferred stock will be approximately two weeks prior to the payment date.

Amendment of this Exchange Offer

   We reserve the right to amend this exchange offer, in our sole discretion,
to:

  .   delay the acceptance of your old debentures for exchange;

  .   terminate this exchange offer;

  .   extend the expiration date and retain all old debentures that have been
      tendered, subject to the rights of owners of the old debentures to
      withdraw their old debentures;

  .   refuse to accept the old debentures and return all old debentures that
      have been tendered to us; or

                                      33
<PAGE>

  .   waive any condition to, or otherwise amend the terms of, this exchange
      offer in any respect and accept all properly tendered old debentures
      that have not been withdrawn.

   We reserve the right, in our sole discretion, to reduce the amount of old
debentures that we will exchange under this exchange offer. We may also change
the consideration that we are offering. If we change the consideration that we
are offering, or decrease the amount of old debentures being sought, we will
give at least 10 business days' notice of the change. If that is less than the
time remaining before the expiration date, the expiration date will be
extended until a date that is no earlier than the 10th business day after the
announcement.

   Following any delay in acceptance, extension, termination or amendment, we
will notify the exchange agent and make a public announcement. In the case of
an extension, we will make the announcement no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled expiration
date. We will communicate any public announcement by issuing a release to the
Dow Jones News Service or PR Newswire.

Future Transactions Involving Old Debentures

   We reserve the right, in our sole discretion and if we are so permitted by
the terms of our indebtedness, to purchase or make offers for any old
debentures that remain outstanding after the expiration date of this exchange
offer. To the extent permitted by applicable law and regulation, we may make
these purchases, if any, in the open market, in privately negotiated
transactions, or in additional exchange offers. The terms of these purchases,
if any, could differ from the terms of this exchange offer. It is possible
that future purchases, if any, of old debentures may be on less or more
favorable terms than the terms offered in this exchange offer. We make no
promises that we will purchase or make offers for any old debentures that
remain outstanding after the expiration date of this exchange offer.

"Blue Sky" Compliance

   We are making this exchange offer to all holders of old debentures. We are
not aware of any jurisdiction in which the making of this exchange offer is
not in compliance with applicable law. If we become aware of any jurisdiction
in which the making of this exchange offer would not be in compliance with
applicable law, we will make a good faith effort to comply with any such law.
If, after such good faith effort, we cannot comply with any such law, this
exchange offer will not be made to, nor will tenders of old debentures be
accepted from or on behalf of, the holders of old debentures residing in such
jurisdiction.

Exchange Agent

   J.P. Morgan Trust Company, National Association has been appointed as the
exchange agent for this exchange offer of the old debentures. We have agreed
to pay the exchange agent reasonable and customary fees for its services and
will reimburse the exchange agent for its reasonable out-of-pocket expenses.
All executed letters of transmittal and any other required documents should be
sent or delivered to the exchange agent at the address set forth below.
Questions and requests for assistance in completing documentation should be
directed to the exchange agent, addressed as follows:

        Courier Address:                             Mail Address:


   J.P. Morgan Trust Company,                  J.P. Morgan Trust Company,
      National Association                        National Association
  Institutional Trust Services                Institutional Trust Services
        2001 Bryan Street                             P.O. Box 2320
            9th Floor                           Dallas, Texas 75221-2320
       Dallas, Texas 75201                      Attention: Frank Ivins
     Attention: Frank Ivins


                           Telephone: (214) 468-6464
                         By Facsimile: (214) 468-6494
                Confirm Facsimile by Telephone: (214) 468-6464

                                      34

<PAGE>

   Delivery of a letter of transmittal to an address other than that for the
exchange agent as set forth above or transmission of instructions via
facsimile other than as set forth above does not constitute a valid delivery
of a letter of transmittal.

Financial Advisor

   On May 15, 2001, we retained Cohen & Steers Capital Advisors, LLC as our
financial advisor with respect to certain matters, including this exchange
offer of the old debentures. We will pay Cohen & Steers Capital Advisors, LLC
a fee of $600,000 for its services as financial advisor. The foregoing fee is
contingent upon the consummation of the exchange offer. In addition, we will
reimburse Cohen & Steers Capital Advisors, LLC for its out-of-pocket expenses,
whether or not the exchange offer is consummated. We have also agreed to
indemnify Cohen & Steers Capital Advisors, LLC against certain expenses and
liabilities, including liabilities under federal securities laws. Pursuant to
an engagement letter entered into by us and Cohen & Steers Capital Advisors,
LLC, as amended from time to time, Cohen & Steers may provide other investment
banking and financial advisory services to us and our subsidiaries for which
it may receive additional customary fees and expense reimbursement.


Information Agent

   Georgeson Shareholder Communications Inc. has been appointed the
information agent for this exchange offer of the old debentures. We have
agreed to pay the information agent reasonable and customary fees for its
services and will reimburse the information agent for its reasonable out-of-
pocket expenses. Any questions concerning the procedures of this exchange
offer or requests for assistance or additional copies of this prospectus or
the letters of transmittal may be directed to the information agent at:

                   Georgeson Shareholder Communications Inc.
                                17 State Street
                                  10th Floor
                           New York, New York 10004

   Bank and brokers, call collect:

                                (212) 440-9800

   Others, call toll free:

                                (800) 223-2064

Fees and Expenses

   We will bear the expenses of soliciting tenders for this exchange offer. We
are making the principal solicitation by mail. However, where permitted by
applicable law, we may make additional solicitations by telegraph, telephone
or in person by officers and regular employees of ours and those of our
affiliates and our information agent.

   We will also pay the exchange agent reasonable and customary fees for its
services and will reimburse it for its reasonable out-of-pocket expenses.


   We will pay the cash expenses to be incurred in connection with this
exchange offer that are estimated in the aggregate to be approximately
$1,100,000. Such expenses include, among others, fees and expenses of the
trustee, accounting and legal fees and printing costs.

                                      35
<PAGE>

Transfer Taxes

   Owners who tender their old debentures for exchange will not be obligated
to pay any transfer taxes. If, however:

  .   new debentures or shares of Series B preferred stock are to be
      delivered to, or issued in the name of, any person other than the
      registered owner of the old debentures; or

  .   old debentures are registered in the name of any person other than the
      person signing the letter of transmittal; or

  .   a transfer tax is imposed for any reason other than the exchange of new
      debentures or shares of Series B preferred stock for old debentures in
      connection with this exchange offer;

then the amount of any transfer taxes, whether imposed on the registered owner
or any other persons, will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption from them is not submitted with
the letter of transmittal, the amount of such transfer taxes will be billed
directly to the tendering holder.

United States Federal Tax Considerations

   See "Material United States Federal Income Tax Consequences" for a
discussion of the United States federal tax consequences to holders of old
debentures acquiring, owning, and disposing of the new debentures or shares of
Series B preferred stock.

Appraisal Rights

   You will not have any right to dissent and receive appraisal of your old
debentures in connection with this exchange offer.

                                      36
<PAGE>

                            SELECTED FINANCIAL DATA

   The following table sets forth our selected historical consolidated
financial and operating data as of and for each of the periods indicated. The
consolidated financial data as of and for each of the five years ended
December 31, 2000 was derived from our audited financial statements. The
consolidated financial data as of and for the nine months ended September 30,
2001 and 2000 was derived from our unaudited financial statements. The
selected financial data should be read in conjunction with our consolidated
financial statements and related notes incorporated by reference in this
prospectus.

<TABLE>
<CAPTION>
                          Nine Months Ended
                            September 30,              Years Ended December 31,
                          ------------------ --------------------------------------------
                            2001      2000     2000     1999     1998     1997     1996
                          --------  -------- -------- -------- -------- -------- --------
                                In thousands except per share data and percentages
<S>                       <C>       <C>      <C>      <C>      <C>      <C>      <C>
Operating Data:
 Total revenue..........  $ 39,302  $ 38,282 $ 51,441 $ 49,969 $ 47,791 $ 46,443 $ 44,456
 Property operating
  expenses (1)..........    15,215    14,291   19,442   18,971   17,905   17,139   16,317
                          --------  -------- -------- -------- -------- -------- --------
 Net operating income
  (NOI) (2).............    24,087    23,991   31,999   30,998   29,886   29,304   28,139
 Depreciation and
  amortization..........     8,481     8,333   11,173   10,845   10,145    9,621    9,119
 Interest expense.......    11,581    11,838   15,850   15,018   14,554   14,608   14,542
 Administrative
  expense...............     1,912     2,183    2,648    2,788    2,431    2,520    2,194
 Other items (3)........       506        --       --       --       --       --     (449)
                          --------  -------- -------- -------- -------- -------- --------
 Net income.............  $  2,619  $  1,637 $  2,328 $  2,347 $  2,756 $  2,555 $  1,835
                          ========  ======== ======== ======== ======== ======== ========
 Common stock cash
  distributions paid....  $  5,665  $  5,389 $  7,234 $  6,938 $  7,330 $  7,413 $  7,425

Per Share Data (4):
 Basic and diluted
  earnings per share
  (4)...................  $   0.32  $   0.21 $   0.29 $   0.30 $   0.33 $   0.30 $   0.22
 Cash dividends to
  shareholders..........  $   0.69  $   0.68 $   0.91 $   0.88 $   0.88 $   0.88 $   0.88
 Weighted average common
  shares outstanding--
  basic and diluted.....     8,204     7,925    7,950    7,888    8,331    8,423    8,433

Balance Sheet Data:
 Real estate
  investments, at cost..  $347,576  $346,789 $348,759 $338,389 $328,477 $310,312 $303,476
 Investment in real
  estate partnership....       907       915      916      917      913      904      948
 Total assets...........   276,610   284,911  285,417  284,943  284,935  275,485  277,604
 Mortgage notes
  payable...............   111,776   109,683  113,163   84,712   89,869   90,615   68,080
 Notes payable..........    31,512    39,109   35,716   59,988   49,178   32,342   52,639
 Convertible
  subordinated
  debentures............    61,878    61,878   61,878   61,878   62,878   62,878   62,878
 Total liabilities......   209,928   217,056  218,298  213,990  208,718  190,958  188,237
 Shareholders' equity...  $ 66,682  $ 67,855 $ 67,119 $ 70,953 $ 76,217 $ 84,527 $ 89,367
 Number of shares of
  common stock
  outstanding...........     8,368     8,004    8,063    7,909    7,990    8,425    8,422
Other Data:
Computation of Funds
 from Operations (5):
 Net income.............  $  2,619  $  1,637 $  2,328 $  2,347 $  2,756 $  2,555 $  1,835
 Adjustments:
 Depreciation on real
  estate investments....     7,996     7,891   10,579   10,256    9,528    8,954    8,487
 Other items (3)........      (506)       --       --       --       --       --      449
                          --------  -------- -------- -------- -------- -------- --------
 Funds from operations
  attributable to shares
  of common stock--
  basic.................    10,109     9,528   12,907   12,603   12,284   11,509   10,771
 Interest on convertible
  subordinated
  debentures............     3,713     3,713    4,950    5,017    5,030    5,030    5,030
 Amortization of
  debenture issuance
  cost..................       183       183      244      248      248      248      248
                          --------  -------- -------- -------- -------- -------- --------
 Funds from operations
  attributable to shares
  of common stock--
  diluted...............  $ 14,005  $ 13,424 $ 18,101 $ 17,868 $ 17,562 $ 16,787 $ 16,049
                          ========  ======== ======== ======== ======== ======== ========
 Weighted average common
  shares outstanding--
  diluted...............    13,040    12,742   12,787   12,725   13,168   13,260   13,269
 Dividend payout ratio--
  basic (8).............       56%       57%      56%      55%      60%      64%      69%
 Dividend payout ratio--
  diluted (9)...........       64%       64%      64%      62%      66%      70%      73%
</TABLE>


                                      37
<PAGE>

<TABLE>
<CAPTION>
                         Nine Months Ended
                           September 30,               Years Ended December 31,
                         ------------------  ------------------------------------------------
                           2001      2000      2000      1999      1998      1997      1996
                         --------  --------  --------  --------  --------  --------  --------
                               In thousands except per share data and percentages
<S>                      <C>       <C>       <C>       <C>       <C>       <C>       <C>
Cash Flows:
 Net cash provided by
  operating activities.. $  6,867  $  8,971  $ 14,010  $ 13,193  $ 12,456  $ 12,945  $ 13,504
 Net cash provided by
  (used in) investing
  activities............    1,248    (8,521)  (10,496)   (9,925)  (16,966)   (6,757)   (7,476)
 Net cash (used in)
  provided by financing
  activities............ $ (8,316) $ (1,130) $ (2,955) $ (3,081) $  4,532  $ (5,528) $ (6,834)

Apartments Segment:
 Gross investment....... $138,476  $136,148  $136,870  $134,092  $129,510  $113,446  $109,236
 Total units............    3,398     3,398     3,398     3,397     3,341     3,157     3,157
 Percent leased (6).....      97%       96%       97%       96%       96%       97%       98%
 Operating revenue...... $ 17,946  $ 17,267  $ 22,954  $ 21,947  $ 20,353  $ 19,883  $ 19,052
 Operating expenses
  (10).................. $  7,280  $  7,045  $  9,432  $  9,026  $  8,190  $  7,874  $  7,539
 Net operating income
  (2)................... $ 10,666  $ 10,222  $ 13,522  $ 12,921  $ 12,163  $ 12,009  $ 11,513
 Percent of total NOI...      44%       43%       42%       42%       41%       41%       41%

Retail Properties
 Segment:
 Gross investment (7)... $210,006  $211,556  $212,805  $205,214  $199,880  $197,770  $195,188
 Total square footage...    2,571     2,693     2,680     2,720     2,668     2,668     2,667
 Percent leased (6).....      92%       91%       92%       95%       95%       95%       92%
 Operating revenue...... $ 21,356  $ 21,015  $ 28,487  $ 28,022  $ 27,438  $ 26,560  $ 25,404
 Operating expenses
  (10).................. $  7,935  $  7,246  $ 10,010  $  9,945  $  9,715  $  9,265  $  8,778
 Net operating income
  (2)................... $ 13,421  $ 13,769  $ 18,477  $ 18,077  $ 17,723  $ 17,295  $ 16,626
 Percent of total NOI...      56%       57%       58%       58%       59%       59%       59%
</TABLE>
--------
(1) Property operating expenses consist of management and leasing fees,
    utilities, real estate taxes, operations and maintenance and other
    operating expenses.
(2) Net operating income (NOI) is another measurement of financial performance
    utilized by us, and is based on the operating revenues and operating
    expenses directly associated with the operations of the real estate
    properties (excluding administrative expenses, depreciation and
    amortization and interest expense). NOI is calculated as operating revenues
    less operating expenses directly related to the operations of the real
    estate properties, before administrative expenses, depreciation and
    amortization and interest.
(3) In 1996, we recorded an extraordinary charge related to the early
    extinguishment of debt. In 2001, we recorded a gain related to the sale of
    one of our real estate properties.
(4) Basic EPS is computed by dividing net income by the weighted average number
    of shares of common stock outstanding for the period. Diluted EPS reflects
    the potential dilution that could occur if securities or other contracts to
    issue common stock were exercised or converted into common stock or
    resulted in the issuance of common stock that then shared in our earnings.
    For the nine month period ended September 30, 2001 there were options to
    purchase shares of common stock with exercise prices less than the average
    market price, however, the effect of the inclusion in the calculation of
    EPS is immaterial. For all other periods presented, the options to purchase
    shares of common stock were excluded in the computation of diluted EPS
    because the options' exercise prices were greater than the average market
    prices of common stock. Our outstanding debentures are also excluded from
    the computation for all periods presented due to their anti-dilutive
    effect. Accordingly, there is no effect on net income in the calculation of
    diluted EPS for the periods presented.
(5) Funds from operations has been an industry-wide standard used to measure
    operating performance of a REIT since its adoption by the National
    Association of Real Estate Investment Trusts in 1991. In October 1999
    NAREIT revised the definition of funds from operations. The revision had no
    effect on our calculation of funds from operations. We calculate funds from
    operations as net income, excluding gains or losses from sales of property
    and those items defined as extraordinary under accounting principles
    generally accepted in the United States of America (GAAP), plus
    depreciation on real estate assets, and after adjustments for
    unconsolidated partnerships to reflect funds from operations on the same
    basis. Funds from operations should not be considered as an alternative to
    net earnings or any other GAAP measurement of performance or as an
    alternative to cash flow from operating, investing or financing activities
    as a measure of liquidity. The funds from operations measure presented by
    us, while consistent with NAREIT's definition, will not be comparable to
    similarly titled measure of other REITs that do not compute funds from
    operations in a manner consistent with ours.
(6) Represents the average percent leased for the respective period.
(7) Includes our investment in an unconsolidated real estate entity.
(8) Dividend payout ratio is calculated based on cash dividends paid to
    shareholders as a percentage of funds from operations attributable to
    shares of common stock.
(9) The computation of dividend payout ratio--diluted reflects adjustments to
    the weighted average shares outstanding and cash dividends to shareholders
    based on the assumption that our convertible subordinated debentures were
    converted into common stock on the first day of the period presented. In
    making this computation, we increase the weighted average shares
    outstanding by the number of shares that would have been outstanding had
    the convertible subordinated debentures been converted into shares of
    common stock at the beginning of the period. We also increased the cash
    dividends paid by the amount of dividends that would have been paid during
    the period had this conversion been effected at the beginning of the
    period. As interest paid on the convertible subordinated debentures is not
    reflected in funds from operations, no adjustment to interest expense is
    made.
(10) Does not include an allocation of administrative expenses.

                                       38
<PAGE>

             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

   We have set out our unaudited pro forma consolidated financial statements
on the following pages.

   Our unaudited pro forma consolidated balance sheet as of September 30, 2001
was prepared on the basis that the common stock offering and the exchange
offer (based on the assumptions described below) had occurred on September 30,
2001. The unaudited pro forma combined statements of operations for the nine
months ended September 30, 2001 and for the year ended December 31, 2000 have
been prepared on the basis that these transactions had occurred on January 1,
2000.

   You should read this information in conjunction with our consolidated
financial information and the accompanying notes and Management's Discussion
and Analysis of Financial Condition and Results of Operations, which are
included in our Annual Report on Form 10-K for the year ended December 31,
2000 incorporated by reference into this prospectus. The unaudited pro forma
consolidated financial data does not purport to represent what our results of
operations would actually have been if the exchange offer occurred on the
dates specified, or purport to project our results of operations for any
future period or date. The pro forma adjustments are based on available
information and certain adjustments that our management believes are
reasonable. In the opinion of our management, all adjustments have been made
that are necessary to present fairly the unaudited pro forma consolidated
data. We can give you no assurances that the transactions referred to in the
assumptions will take place or, if they do take place, that they will take
place on the terms specified in the assumptions.

   The exchange offer described in this prospectus is part of our plan to
refinance the old debentures. We are concurrently engaged in a public offering
for cash of new debentures and Series B preferred stock. We will use the net
proceeds of these offerings, if any, to redeem or purchase old debentures that
remain outstanding after the completion of the exchange offer as the result of
proration of tenders of debentures or if less than all of the debentures are
tendered. We cannot predict the amount of old debentures that will be
tendered, the effect of any proration if the holders of old debentures tender
for more than the maximum amount of new debentures, or the amount of new
debentures or preferred stock that may be sold in the public offering, or
whether the aggregate amount of new debentures and preferred stock exchanged
or issued will exceed the aggregate amount of old debentures. Accordingly, we
have assumed that $40,340,000 of old debentures are refinanced through the
issuance of new debentures in the exchange offer or in the public offering and
that no preferred stock is issued. The effect of greater or lesser amounts of
old debentures being refinanced or of issuance of preferred stock is described
in Notes B and C of the Notes to Unaudited Pro Forma Consolidated Financial
Statements.

   In light of these uncertainties, in preparing these pro forma financial
statements, we assume that these new debentures bear an interest rate of 9.0%
and a conversion price of $11.00 per share. As stated below, the amounts of
new debentures or preferred stock exchanged or issued, as well as the interest
or dividend rates on any securities exchanged or issued, are subject to market
conditions prevailing at the times of the respective transactions. The
assumptions stated above are made solely for purposes of facilitating an
understanding of the potential effect of these transactions on our balance
sheet and statement of operations and should not be taken as a representation
or prediction by us on any of the final terms of the exchange offer or public
offering.


   As described elsewhere herein, in the common stock offering, we issued
3,450,000 shares of common stock for net proceeds of $28,653,000, which are
temporarily being used to reduce bank debt.

                                      39
<PAGE>

               SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

                PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                               September 30,   Adjustments for the
                                   2001       Transactions(A)(B)(C)  Pro Forma
                               -------------  --------------------- ------------
           ASSETS
<S>                            <C>            <C>                   <C>
Real estate investments:
  Land.......................  $ 52,502,000                         $ 52,502,000
  Buildings and
   improvements..............   212,001,000                          212,001,000
                               ------------                         ------------
                                264,503,000                          264,503,000
Cash, cash equivalents and
 receivables and other
 assets......................    12,107,000                           12,107,000
                               ------------                         ------------
    Total Assets.............  $276,610,000                         $276,610,000
                               ============                         ============

LIABILITIES AND SHAREHOLDERS'
           EQUITY
LIABILITIES
Mortgage notes payable.......  $111,776,000                         $111,776,000
Notes payable, accounts
 payable and other
 liabilities.................    36,274,000       $(28,653,000)(D)     7,621,000
                               ------------                         ------------
                                148,050,000                         119,397,000
Convertible subordinated
 debentures..................    61,878,000        (40,340,000)(E)    61,878,000
                                                    40,340,000 (E)
                               ------------                         ------------
    Total Liabilities........   209,928,000                          181,275,000

SHAREHOLDERS' EQUITY
Series A preferred stock,
 40,000 shares authorized,
 none issued.................            --                                   --
Series B preferred stock,
 liquidation preference $25
 per share, 2,476,000 shares
 authorized, none issued ....            --                                   --
Common stock, par value
 $0.0001 per share,
 51,484,000 shares
 authorized, 8,368,000 shares
 issued and outstanding......         1,000                                1,000
Excess stock, par value
 $0.0001 per share,
 16,000,000 shares
 authorized, none issued.....            --                                   --
Additional paid-in capital...   121,917,000         28,653,000 (F)   150,570,000
Cumulative net income .......    42,336,000                           42,336,000
Cumulative distributions
 paid........................   (97,572,000)                         (97,572,000)
                               ------------                         ------------
    Total Shareholders'
     Equity..................    66,682,000                           95,335,000
                               ------------                         ------------
    Total Liabilities and
     Shareholders' Equity....  $276,610,000                         $276,610,000
                               ============                         ============
</TABLE>

                                       40
<PAGE>

               SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

             PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                          Nine Months Ended   Adjustments for the
                          September 30, 2001 Transactions(A)(B)(C)  Pro Forma
                          ------------------ --------------------- -----------
<S>                       <C>                <C>                   <C>
OPERATING REVENUE
  Rents and other
   income...............     $39,302,000                           $39,302,000

OPERATING EXPENSES
  Management & leasing
   fees.................       2,025,000                             2,025,000
  Utilities.............       1,725,000                             1,725,000
  Real estate taxes.....       2,948,000                             2,948,000
  Administrative
   expenses.............       1,912,000                             1,912,000
  Operations &
   maintenance..........       5,946,000                             5,946,000
  Other operating
   expenses.............       2,571,000                             2,571,000
  Depreciation and
   amortization.........       8,481,000                             8,481,000
                             -----------                           -----------
Total Operating
 Expenses...............      25,608,000                            25,608,000
                             -----------                           -----------
INCOME FROM OPERATIONS..      13,694,000                            13,694,000
Interest expense........      11,581,000          $(1,140,000)(G)   10,441,000
                             -----------                           -----------
NET INCOME BEFORE GAIN
 ON SALE OF REAL
 ESTATE.................     $ 2,113,000                           $ 3,253,000
Gain on sale of real
 estate.................         506,000                               506,000
                             -----------                           -----------
NET INCOME..............     $ 2,619,000                           $ 3,759,000(H)
                             ===========                           ===========
BASIC AND DILUTED
 EARNINGS PER SHARE.....     $      0.32                           $      0.32
                             ===========                           ===========
Weighted average shares
 of common stock
 outstanding............       8,204,000                            11,654,000(I)
                             ===========                           ===========
</TABLE>

                                       41
<PAGE>

               SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES

             PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                             Year Ended      Adjustments for the
                          December 31, 2000 Transactions(A)(B)(C)  Pro Forma
                          ----------------- --------------------- -----------
<S>                       <C>               <C>                   <C>
OPERATING REVENUE
  Rents and other
   income...............     $51,441,000                          $51,441,000

OPERATING EXPENSES
  Management & leasing
   fees.................       2,613,000                            2,613,000
  Utilities.............       2,246,000                            2,246,000
  Real estate taxes.....       3,933,000                            3,933,000
  Administrative
   expenses.............       2,648,000                            2,648,000
  Operations &
   maintenance..........       7,689,000                            7,689,000
  Other operating
   expenses.............       2,961,000                            2,961,000
  Depreciation and
   amortization.........      11,173,000                           11,173,000
                             -----------                          -----------
Total Operating
 Expenses...............      33,263,000                           33,263,000
                             -----------                          -----------
INCOME FROM OPERATIONS..      18,178,000                           18,178,000
Interest expense........      15,850,000         $(1,907,000)(G)   13,943,000
                             -----------                          -----------
NET INCOME..............     $ 2,328,000                          $ 4,235,000(H)
                             ===========                          ===========
BASIC AND DILUTED
 EARNINGS PER SHARE.....     $      0.29                          $      0.37
                             ===========                          ===========
Weighted average shares
 of common stock
 outstanding............       7,950,000                           11,400,000(I)
                             ===========                          ===========
</TABLE>


                                       42
<PAGE>

Notes to Unaudited Pro Forma Consolidated Financial Statements

(A)  At September 30, 2001, the Company had approximately $447,000 of
     unamortized deferred financing costs remaining on its balance sheet
     associated with the old debentures. If the Company issues $40,340,000 of
     new debentures and at least 703,000 shares of Series B preferred stock in
     the exchange offer, the Company would record $447,000 as an extraordinary
     item for the write-off of unamortized debt costs. This charge is a non-
     cash item, is non-recurring, and will not affect reported funds from
     operations.


(B)  If we issue $40,340,000 of new debentures in the exchange offer, any
     additional exchanges of old debentures would be for Series B preferred
     stock. For each $5,000,000 of preferred stock we exchange for old
     debentures, the effect on our September 30, 2001 balance sheet will be
     that convertible subordinated debentures will be decreased by $5,000,000,
     total liabilities will be decreased by $5,000,000, Series B preferred
     stock will be increased by $5,000,000, and total shareholders equity will
     be increased by $5,000,000. Similarly, the effect of the assumed issuance
     of $5,000,000 of Series B preferred stock on our pro forma results of
     operations for the nine months ended September 30, 2001 would be to
     decrease interest expense by $300,000, to increase pro forma net income
     by $300,000, to decrease net income available to common stockholders by
     $66,000 or less than $0.01 per share; and the effect of the assumed
     issuance of $5,000,000 of Series B preferred stock on the Company's pro
     forma results of operations for the year ended December 31, 2000 would be
     to decrease interest expense by $400,000, to increase pro forma net
     income by $400,000, to decrease net income available to common
     stockholders by $87,500 or less than $0.01 per share.


(C)  The pro forma financial statements above assume the issuance of
     $40,340,000 of new debentures. If the exchange offer results in a lesser
     amount of new debentures being issued, there will be no effect on our pro
     forma balance sheet, except for a greater amount of old debentures
     remaining outstanding. Similarly, the effect of the assumed issuance of
     $5,000,000 less of new debentures on our pro forma results of operations
     for the nine months ended September 30, 2001 would be to decrease
     interest expense by $37,500, to increase pro forma net income by $37,500,
     to increase net income available to common stockholders by $37,500 or
     less than $0.01 per share; and the effect of the assumed issuance of
     $5,000,000 less of new debentures on the Company's pro forma results of
     operations for the year ended December 31, 2000 would be to decrease
     interest expense by $50,000, to increase pro forma net income by $50,000,
     to increase net income available to common stockholders by $50,000 or
     less than $0.01 per share.

(D)  Reflects the application of the net proceeds of the common stock public
     offering temporarily to reduce bank debt. Over the next 18 months, we
     intend to use the net proceeds from the common stock public offering to
     add additional apartment properties.

(E)  Reflects the retirement of $40,340,000 of old debentures and the issuance
     of $40,340,000 of new debentures.

(F)  Reflects the issuance in the common stock offering of 3,450,000 shares of
     common stock for net proceeds of $28,653,000.

(G)  For the nine months ended September 30, 2001, reflects a decrease in
     interest expense of $1,140,000 attributable to a decrease in interest on
     the old debentures of $2,455,000, a decrease of $1,408,000 in interest on
     the bank debt repaid with the proceeds of the common stock offering, and
     an increase in interest expense of $2,723,000 representing interest on
     the new debentures. For the year ended December 31, 2000, reflects a
     decrease in interest expense of $1,907,000, attributable to a decrease in
     interest on the old debentures of $3,274,000, a decrease of $2,264,000 in
     interest on the bank debt repaid with the proceeds of the common stock
     offering, and an increase in interest expense of $3,631,000 representing
     interest on the new debentures.

(H)  On October 5, 2001, we completed the acquisition of Sizeler Real Estate
     Management Co., Inc. from Sizeler Realty Co., Inc. The purchase price for
     this acquisition was $3,050,000. For the year ended December 31, 2000, we
     paid Sizeler Real Estate Management Co., Inc. approximately $3,000,000 in
     management fees and leasing commissions and reimbursement of legal and
     administrative costs. Subsequent to the acquisition, Sizeler Real Estate
     Management Co., Inc. is operating as a wholly-owned subsidiary of Sizeler
     Property Investors, Inc. During the fourth quarter of 2001, we recorded a
     nonrecurring charge of approximately $1,226,000 relating to the
     difference between the net asset valuation of the assets acquired and the
     total of

                                      43
<PAGE>

   the purchase price plus acquisition costs. Since the intent of the
   accompanying pro forma consolidated financial statements is to reflect the
   expected continuing impact of the exchange offer and the common stock
   public offering, the one-time adjustment discussed above has been excluded.
   However, for the year ended December 31, 2001, this nonrecurring charge
   will be recorded as an operating expense, but will not affect reported
   funds from operations.

(I)  The weighted average shares of common stock outstanding for the nine
     months ended September 30, 2001 and for the year ended December 31, 2000
     are based on the assumption that the common stock public offering had
     occurred on January 1, 2000.

Pro Forma Funds from Operations

   We and real estate industry analysts utilize the concept of funds from
operations ("FFO") as an important analytical measure of a real estate
investment trust's financial performance, with FFO being defined by us and the
National Association of Real Estate Investment Trusts ("NAREIT") as net
income, excluding gains or losses from sales of property and those items
defined as extraordinary under accounting principles generally accepted in the
United States of America ("GAAP"), plus depreciation on real estate assets,
and after adjustments for unconsolidated partnerships to reflect funds from
operations on the same basis. Our management believes the following additional
adjustments are relevant to evaluating our future operating performance. The
following additional adjustments that eliminate the impact of certain items,
are based on estimates and assumptions made and believed by us to be
reasonable and are inherently uncertain and subject to change. The
supplemental adjustments do not comply with the regulations published by the
Securities and Exchange Commission relating to the presentation of pro forma
financial data. The following calculations should not be viewed as indicative
of actual or future results. Pro forma FFO was calculated as follows assuming
that the exchange offer and the common stock public offering had occurred on
January 1, 2000:

<TABLE>
<CAPTION>
                                                         Year Ended   Weighted
                                                        December 31,  Average
                                                            2000       Shares
                                                        ------------ ----------
   <S>                                                  <C>          <C>
   Basic FFO as reported............................... $12,907,000   7,950,000
   Reduced interest expense............................   1,907,000   3,450,000
                                                        -----------  ----------
   Pro forma FFO available to shares of common stock... $14,814,000  11,400,000
                                                        ===========  ==========
</TABLE>

                                      44
<PAGE>

             COMPARISON OF THE OLD DEBENTURES, THE NEW DEBENTURES

                       AND THE SERIES B PREFERRED STOCK

   On May 13, 1993, we issued and sold $65,000,000 of 8% convertible
subordinated debentures due 2003, of which $61,900,000 are outstanding as of
the date hereof. We are offering up to an aggregate maximum of $40,340,000
9.0% convertible subordinated debentures due 2009 and up to 2,476,000 shares
of 9.75% Series B cumulative redeemable preferred stock such that the total of
Series B preferred stock and the new debentures to be issued upon completion
of this exchange offer will be equal to the amount of old debentures tendered.
Generally, the old debentures and the new debentures carry with them the same
rights, terms and liabilities with the exception of interest rates, maturity
dates and conversion prices. The following chart sets forth the material terms
of the old debentures, new debentures and the Series B preferred stock:



<TABLE>
<CAPTION>
                                                                 Series B Preferred
                           Old Debentures      New Debentures           Stock
                         ------------------- ------------------- -------------------
<S>                      <C>                 <C>                 <C>
Aggregate principal
 amount outstanding on   $65,000,000         Up to $40,340,000   Up to 2,476,000
 initial issuance....... ($61,900,000                            shares
                         presently
                         outstanding)

Maturity date........... July 15, 2003       July 15, 2009       The Series B
                                                                 preferred stock has
                                                                 no stated maturity
                                                                 and will not be
                                                                 subject to any
                                                                 sinking fund or
                                                                 mandatory
                                                                 redemption.

Interest or dividend     8% annual rate,     9.0% annual rate,   $0.609375 per share
 rate................... payable in cash on  payable in cash on  payable on or about
                         January 15 and      January 15 and      the fifteenth day
                         July 15 of each     July 15 of each     of February, May,
                         year.               year. The first     August and November
                                             payment of interest of each year
                                             on the new          (equivalent to
                                             debentures will be  $2.4375 per share
                                             made on July 15,    annually or 9.75%
                                             2002 in arrears to  of the liquidation
                                             registered holders  preference of
                                             as of July 1, 2002. $25.00 per share),
                                             This payment will   when, as and if
                                             cover accrued       declared by the
                                             interest at a rate  Board of Directors
                                             of 8.0% from        out of legally
                                             January 16, 2002    available funds.
                                             until the           The first dividend
                                             expiration of the   payment on the
                                             exchange offer and  shares of Series B
                                             at a rate of 9.0%   preferred stock
                                             effective from the  will be payable
                                             expiration date of  (subject to
                                             the exchange offer  declaration by the
                                             until July 15,      Board of Directors)
                                             2002.               in arrears
                                                                 beginning May 15,
                                                                 2002 at a rate of
                                                                 8% ($2.00 per share
                                                                 annually) from
                                                                 January 16, 2002
                                                                 until the
                                                                 expiration date of
                                                                 the exchange offer
                                                                 and at a rate of
                                                                 9.75% ($2.4375 per
                                                                 share annually)
                                                                 from the expiration
                                                                 of the exchange
                                                                 offer until May 15,
                                                                 2002. We anticipate
                                                                 that the record
                                                                 date for dividends
                                                                 on the Series B
                                                                 preferred stock
                                                                 will be
                                                                 approximately two
                                                                 weeks prior to the
                                                                 payment date.

Liquidation............. A liquidation under A liquidation under The liquidation
                         bankruptcy law      bankruptcy law      preference for each
                         provisions will     provisions will     share of Series B
                         result in an event  result in an event  preferred stock is
                         of default. See "-- of default. See "-- $25.00 per share,
                         Events of default"  Events of default"  plus an amount
                         and "--Remedies     and "--Remedies     equal to all
                         upon default."      upon default."      accrued and unpaid
                                                                 dividends (whether
                                                                 or not declared) to
                                                                 the date of final
                                                                 distribution to the
                                                                 holders of our
                                                                 Series B preferred
                                                                 stock.
</TABLE>



                                      45
<PAGE>


<TABLE>
<CAPTION>
                                                            Series B Preferred
                      Old Debentures      New Debentures           Stock
                    ------------------- ------------------- -------------------
<S>                 <C>                 <C>                 <C>
Redemption......... At our option, we   At our option, we   The Series B
                    can redeem the old  can redeem the new  preferred stock is
                    debentures at any   debentures at any   not redeemable
                    time or from time   time after the      prior to the fifth
                    to time, in whole   third anniversary   anniversary date of
                    or in part on at    of the expiration   the issue date. On
                    least 30 days'      date of the         and after such
                    prior notice by     exchange offer, in  date, the Series B
                    mail at a           whole or in part on preferred stock may
                    redemption price    at least 30 days'   be redeemed for
                    equal to 100% of    prior notice by     cash at our option,
                    the principal       mail at a           in whole or in
                    amount plus accrued redemption price    part, at a
                    and unpaid          equal to 100% of    redemption price of
                    interest, if any,   the principal       $25.00 per share,
                    to the date of      amount plus accrued plus all accrued
                    redemption.         and unpaid          and unpaid
                                        interest, if any,   dividends thereon,
                                        to the date of      if any, to the date
                                        redemption.         fixed for
                                                            redemption.

                    We may redeem the   We may redeem the   In order to ensure
                    old debentures in   new debentures in   that we continue to
                    whole or in part at whole or in part,   meet the
                    any time for        at any time for     requirements for
                    certain reasons     certain reasons     qualification as a
                    intended to protect intended to protect REIT for federal
                    our status as a     our status as a     income tax
                    REIT, at our option REIT, at our option purposes, a holder
                    on at least 30      on at least 30      of shares of Series
                    days' prior notice  days' prior notice  B preferred stock
                    by mail at a        by mail at a        will be deemed to
                    redemption price    redemption price    violate the
                    equal to 100% of    equal to 100% of    ownership limit in
                    the principal       the principal       our Charter, if
                    amount, plus        amount, plus        such holder owns
                    interest accrued to interest accrued to 9.9% or more (in
                    the date of         the date of         value or in number,
                    redemption.         redemption.         whichever is more
                                                            restrictive) of our
                                                            outstanding equity
                                                            stock. Shares held
                                                            in violation of the
                                                            ownership limit
                                                            will be converted
                                                            into excess stock.

Conversion......... The old debentures  The new debentures  The Series B
                    are convertible at  are convertible at  preferred stock is
                    any time prior to   any time prior to   not convertible
                    maturity and unless maturity and unless into or
                    otherwise redeemed  otherwise redeemed  exchangeable for
                    into our common     into our common     any of our other
                    stock. The          stock. The          property or
                    conversion price is conversion price is securities, except
                    $13.00 per share    $11.00 per share    that we may
                    (subject to         (subject to         exchange the shares
                    adjustment).        adjustment).        of Series B
                                                            preferred stock for
                    If the old          If the new          shares of excess
                    debentures are      debentures are      stock in order to
                    called for          called for          ensure that we
                    redemption,         redemption,         remain a qualified
                    conversion rights   conversion rights   REIT for federal
                    will expire at the  will expire at the  income tax
                    close of business   close of business   purposes.
                    on the redemption   on the redemption
                    date, unless we     date, unless we
                    default in payment  default in payment
                    due upon such       due upon such
                    redemption.         redemption.
                    To protect our      To protect our
                    status as a REIT, a status as a REIT, a
                    holder may not      holder may not
                    convert any old     convert any new
                    debenture, and such debenture, and such
                    old debenture will  new debenture will
                    not be convertible  not be convertible
                    by any holder, if   by any holder, if
                    as a result of such as a result of such
                    conversion any      conversion any
                    person would then   person would then
                    be deemed to        be deemed to
                    beneficially own,   beneficially own,
                    directly or         directly or
                    indirectly, 9.9% or indirectly, 9.9% or
                    more (in value or   more (in value or
                    in number,          in number,
                    whichever is more   whichever is more
                    restrictive) of our restrictive) of our
                    outstanding equity  outstanding equity
                    stock.              stock.
</TABLE>


                                       46
<PAGE>

<TABLE>
<CAPTION>
                                                           Series B Preferred
                     Old Debentures      New Debentures           Stock
                   ------------------- ------------------- -------------------
<S>                <C>                 <C>                 <C>
                   If we combine or    If we combine or
                   merge with, or sell merge with, or sell
                   or transfer         or transfer
                   substantially all   substantially all
                   of our assets to,   of our assets to,
                   another corporation another corporation
                   or trust, the       or trust, the
                   holders of the old  holders of the new
                   debentures then     debentures then
                   outstanding will be outstanding will be
                   entitled thereafter entitled thereafter
                   to convert such old to convert such new
                   debentures into the debentures into the
                   kind and amount of  kind and amount of
                   shares of capital   shares of capital
                   stock, other        stock, other
                   securities, cash or securities, cash or
                   other assets that   other assets that
                   they would have     they would have
                   owned immediately   owned immediately
                   after such event    after such event
                   had such old        had such new
                   debentures been     debentures been
                   converted before    converted before
                   the effective date  the effective date
                   of the transaction. of the transaction.

Ranking........... The old debentures  The new debentures  With respect to
                   rank in right of    will rank in right  dividend rights and
                   payment behind our  of payment behind   rights upon
                   senior indebtedness our senior          liquidation, shares
                   and all of our      indebtedness and    of Series B
                   other existing and  all of our other    preferred stock
                   future senior debt. existing and future will rank: (i)
                   The old debentures  senior debt. The    senior to our
                   will rank in right  new debentures will common stock and
                   of payment equal    rank equal with any our Series A
                   with the new        remaining old       preferred stock,
                   debentures and any  debentures and any  and (ii) junior to
                   future subordinated future subordinated the new debentures,
                   debentures we       debentures we       the old debentures
                   issue. The old      issue. The new      and any other
                   debentures are      debentures will be  indebtedness of
                   unsecured.          unsecured.          ours or our
                                                           subsidiaries.

Voting rights..... None.               None.               Holders of shares
                                                           of Series B
                                                           preferred stock
                                                           generally will have
                                                           no voting rights
                                                           except as required
                                                           by law. However,
                                                           whenever dividends
                                                           on any shares of
                                                           Series B preferred
                                                           stock are in
                                                           arrears for six or
                                                           more quarterly
                                                           periods (whether
                                                           consecutive or not),
                                                           the holders of such
                                                           shares (voting
                                                           separately as a
                                                           class with all
                                                           other series of
                                                           preferred stock
                                                           upon which like
                                                           voting rights have
                                                           been conferred and
                                                           are exercisable)
                                                           will be entitled to
                                                           vote for the
                                                           election of a total
                                                           of two of our
                                                           directors until all
                                                           dividends
                                                           accumulated on such
                                                           shares of Series B
                                                           preferred stock
                                                           have been fully
                                                           paid or declared
                                                           and a sum
                                                           sufficient for the
                                                           payment thereof set
                                                           aside for payment.
                                                           In addition,
                                                           certain changes to
                                                           the terms of the
                                                           Series B preferred
                                                           stock that would be
                                                           materially adverse
                                                           to the rights of
                                                           holders of the
</TABLE>

                                       47
<PAGE>

<TABLE>
<CAPTION>
                                                                 Series B Preferred
                           Old Debentures      New Debentures           Stock
                         ------------------- ------------------- -------------------
<S>                      <C>                 <C>                 <C>
                                                                 Series B preferred
                                                                 stock cannot be
                                                                 made without the
                                                                 affirmative vote of
                                                                 the holders of at
                                                                 least two-thirds of
                                                                 the outstanding
                                                                 shares of Series B
                                                                 preferred stock.
                                                                 Holders of shares
                                                                 of Series B
                                                                 preferred stock
                                                                 will have certain
                                                                 other voting rights
                                                                 under Maryland law.

Affirmative covenants... The indenture       The indenture       None.
                         governing the old   governing the new
                         debentures include  debentures include
                         the following       the following
                         required actions:   required actions:

                         . a compliance      . a compliance
                           certificate         certificate
                           delivered by an     delivered by an
                           officer at least    officer at least
                           once yearly;        once yearly;

                         . timely payment of . timely payment of
                           principal and       principal and
                           interest on the     interest on the
                           old debentures;     new debentures;
                           and                 and

                         . filing of public  . filing of public
                           reports.            reports.

Negative covenants...... The old debentures  The new debentures  The Series B
                         include limitations include limitations preferred stock
                         on our and our      on our and our      includes
                         subsidiaries'       subsidiaries'       limitations on our
                         ability to, among   ability to, among   ability to, among
                         other things:       other things:       other things:

                         . merge,            . merge,            . authorize, create
                           consolidate or      consolidate, or     or increase the
                           transfer all or     transfer all or     authorized or
                           substantially all   substantially all   issued amount of
                           of our assets;      of our assets;      any class or
                                                                   series of capital
                                                                   stock ranking
                                                                   senior to the
                                                                   Series B
                                                                   preferred stock;
                                                                   and

                         . declare or pay    . declare or pay    . amend, alter or
                           any dividends or    any dividends or    repeal the
                           make any            make any            provisions of our
                           distributions to    distributions to    Charter,
                           holders of our      holders of our      including the
                           capital stock       capital stock       Articles
                           (other than         (other than         Supplementary
                           dividends or        dividends or        establishing the
                           distributions       distributions       Series B
                           necessary to        necessary to        preferred stock,
                           maintain our REIT   maintain our REIT   so as to
                           status), or         status), or         materially and
                           purchase, redeem    purchase, redeem    adversely affect
                           or otherwise        or otherwise        any right,
                           acquire or retire   acquire or retire   preference,
                           any of our          any of our          privilege or
                           capital stock if    capital stock if    voting power of
                           at the time of      at the time of      the shares of
                           such action an      such action an      Series B
                           event of default    event of default    preferred stock.
                           has occurred and    has occurred and
                           is continuing or    is continuing or
                           would exist         would exist
                           immediately after   immediately after
                           giving effect to    giving effect to
                           such action.        such action.
Events of default....... The following are   The following are   None.
                         events of default   events of default
                         under the terms of  under the terms of
                         the old debentures: the new debentures:


                         . our failure to    . our failure to
                           pay principal       pay principal
                           when due            when due
                           continued for       continued for
                           five business       five business
                           days;               days;
</TABLE>

                                       48
<PAGE>

<TABLE>
<CAPTION>
                                                                 Series B Preferred
                           Old Debentures      New Debentures           Stock
                         ------------------- ------------------- -------------------
<S>                      <C>                 <C>                 <C>
                         . our failure to    . our failure to
                           pay interest when   pay interest when
                           due continued for   due continued for
                           30 days;            30 days;

                         . our failure to    . our failure to
                           comply with any     comply with any
                           other covenant      other covenant
                           for 60 days after   for 60 days after
                           written notice;     written notice;

                         . some events of    . some events of
                           bankruptcy,         bankruptcy,
                           insolvency or       insolvency or
                           reorganization;     reorganization;
                           or                  or

                         . if we default     . if we default
                           under any other     under any other
                           indebtedness.       indebtedness.

Remedies upon default... If an event of      If an event of      None.
                         default occurs,     default occurs,
                         either the trustee  either the trustee
                         or holders of a     or holders of a
                         majority in         majority in
                         principal amount of principal amount of
                         the outstanding old the outstanding new
                         debentures may      debentures may
                         accelerate the      accelerate the
                         maturity of all of  maturity of all of
                         the old debentures. the new debentures.
</TABLE>

                                       49
<PAGE>

                            TERMS OF THE DEBENTURES

   The following is a summary of the terms of the old debentures that we are
offering to exchange under this exchange offer, as well as the new debentures
that we propose to issue in this exchange offer. The old debentures were
issued under an Indenture (the "Old Indenture") dated as of May 13, 1993, as
amended as of June 26, 2001 between us and Chase Manhattan Trust Company,
National Association as Trustee. The old debentures were issued in the
original principal amount of $65,000,000. Under the terms of this exchange
offer, the new debentures may be issued under an Indenture (the "New
Indenture") between us and J.P. Morgan Trust Company, National Association,
formerly Chase Manhattan Trust Company, National Association (the "Trustee").
Collectively, the Old Indenture and the New Indenture are referred to as the
"Indentures." Similarly, the old debentures and the new debentures are
collectively referred to in this section as "Debentures." Generally, the old
debentures and the new debentures carry with them the same rights, terms and
liabilities with the exception of interest rates, maturity dates and
conversion prices. The following chart sets forth the material differences
between the old debentures and the new debentures.


<TABLE>
<CAPTION>
                            Old Debentures                New Debentures
                            --------------                --------------
<S>                  <C>                           <C>
Maturity date....... July 15, 2003                 July 15, 2009

Interest rate....... 8% annual rate payable in     9.0% annual rate payable in
                     cash on January 15 and July   cash on January 15 and July
                     15 of each year.              15 of each year.

Conversion.......... Convertible at any time into  Convertible at any time into
                     our common stock at a price   our common stock at a price
                     of $13.00 per share, subject  of $11.00 per share, subject
                     to adjustment in limited      to adjustment in limited
                     circumstances.                circumstances.
</TABLE>


   The terms of the Debentures include those stated in the Debentures and
those made part of the Indentures by reference to the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"). Copies of the forms of the
Indentures are filed as exhibits to the Registration Statement of which this
prospectus is a part and are incorporated herein by reference. The following
is a summary of certain provisions of the Indentures and does not purport to
be complete and is qualified in its entirety by reference to the detailed
provisions of the Indentures, including the definitions of certain terms
therein to which reference is hereby made for a complete statement of such
provisions. Wherever particular articles, sections of the Indentures or terms
defined therein are referred to herein, such provisions or definitions are
incorporated herein by reference. All section references are to the Indentures
unless otherwise indicated. We urge you to read the Indentures in their
entirety. You may obtain copies of the Indentures from us. See "Where You Can
Find More Information."

   General. The Debentures are unsecured general obligations of ours, subject
to the rights of holders of our Senior Indebtedness. The old debentures mature
on July 15, 2003 and the new debentures mature on July 15, 2009. The old
debentures are limited to $65,000,000 aggregate principal amount. The new
debentures are limited to $40,340,000 aggregate principal amount. The
Debentures bear interest semiannually on January 15 and July 15 of each year
at the rate of 8% per annum for the old debentures and at the rate of 9.0% per
annum for the new debentures. We will pay interest on the Debentures to the
persons who are registered holders of Debentures at the close of business on
the January 1 or July 1 preceding the interest payment date (Paragraphs 1 and
2 of the Debentures). We may pay principal and interest by check and may mail
an interest check to a holder's registered address. Holders must surrender
Debentures to a Paying Agent to collect final principal payments (Section
2.04). The first payment of interest on the new debentures will be made on
July 15, 2002 in arrears to registered holders as of July 1, 2002. This
payment will cover accrued interest at a rate of 8.0% from January 16, 2002
until the expiration of the exchange offer and at a rate of 9.0% effective
from the expiration date of the exchange offer until July 15, 2002.


   The Debentures will be in registered form without coupons in denominations
of $1,000 and multiples of $1,000 (Section 2.02). A holder may transfer or
exchange Debentures in accordance with the Indentures. No

                                      50
<PAGE>

service charge will be made for any registration of transfer, exchange or
conversion of Debentures, except for any tax or other governmental charges
that may be imposed in connection therewith. The Registrar need not transfer
or exchange any Debentures selected for redemption. Also, in the event of a
partial redemption, it need not transfer or exchange any Debentures for a
period of 15 days before selecting Debentures to be redeemed (Section 2.06).
The Indentures do not contain any provisions requiring us to repurchase the
Debentures at the option of the holders thereof in the event of a leveraged
buyout, recapitalization or similar restructuring of the Company, even though
our credit worthiness and the market value of the Debentures may decline
significantly as a result of such transaction. The Indentures do not protect
holders of the Debentures against any decline in credit quality, whether
resulting from any such transaction or from any other cause. The registered
holder of a Debenture may be treated as its owner for all purposes.

   J.P. Morgan Trust Company, National Association acts as Paying Agent,
Registrar and Conversion Agent for the old debentures and the new debentures.
We may change any Paying Agent, Registrar, Conversion Agent or co-registrar
without notice and may act in any such capacity ourselves (Section 2.03).

   Conversion. The holders of the Debentures are entitled at any time prior to
maturity, subject to prior redemption, to convert the Debentures or portions
thereof (which are $1,000 or multiples thereof) into shares of common stock at
the conversion price of $11.00 per share for the new debentures and $13.00 per
share for the old debentures (subject to adjustments described below) (Section
11.01). No payment or adjustment will be made for accrued interest on a
converted Debenture subsequent to conversion. If any Debenture not called for
redemption is converted between a record date for the payment of interest and
the next succeeding interest payment date, such Debenture must be accompanied
by funds equal to the interest payable to the registered holder on such
interest payment date on the principal amount so converted (Section 11.03). We
will not issue fractional interests in shares of common stock upon conversion
of Debentures and, instead will deliver a check for the fractional share based
upon the market value of the common stock on the last trading day prior to the
conversion date (Section 11.08). If the Debentures are called for redemption,
conversion rights will expire at the close of business on the redemption date,
unless we default in payment due upon such redemption (Section 11.01).


   To protect our status as a REIT, a holder may not convert any Debenture,
and such Debenture will not be convertible by any holder, if as a result of
such conversion any Person would then be deemed to beneficially own, directly
or indirectly, 9.9% or more (in value or in number, whichever is more
restrictive) of our shares of equity stock.

   The conversion price is subject to adjustments, as set forth in the
Indentures, in certain events, including the payment of dividends or
distributions on our Capital Stock (Section 1.01) in shares of common stock;
subdivisions or combinations of the common stock into a greater or smaller
number of shares; reclassification of the shares of common stock resulting in
an issuance of any shares of Capital Stock; distribution of rights or warrants
to substantially all holders of common stock entitling them to purchase common
stock at less than the then current price at that time; and the distribution
to substantially all holders of common stock of our assets or evidences of our
indebtedness, excluding certain cash dividends and distributions. No
adjustment in the conversion price need be made unless such adjustment would
require a change of at least 1% in the conversion price; however, any
adjustment that would otherwise be required to be made will be carried forward
and taken into account in any subsequent adjustment. A conversion price
adjustment made according to the provisions of the Debentures (or the absence
of provision for such an adjustment) might result in a constructive
distribution to the holders of Debentures or holders of shares that would be
subject to taxation as a dividend. We may, at our option, make such reductions
in the conversion price, in addition to those set forth above, as our Board of
Directors deems advisable to avoid or diminish any income tax to holders of
shares of common stock resulting from any dividend or distribution of equity
securities (or rights to acquire equity securities) or from any event treated
as such for income tax purposes or for any other reason. The Board of
Directors will also have the power to resolve any ambiguity or correct any
error in the provisions relating to the adjustment of the conversion price of
the Debentures and its actions in so doing will be final and conclusive
(Section 11.04).

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   If we combine or merge with, or sell or transfer substantially all of our
assets to, another unaffiliated corporation or trust, the holders of the
Debentures then outstanding will be entitled thereafter to convert such
Debentures into the kind and amount of shares of capital stock, other
securities, cash or other assets that they would have owned immediately after
such event had such Debentures been converted before the effective date of the
transaction (Section 11.10).

   Subordination of Debentures. The indebtedness evidenced by the Debentures
will be subordinated and junior in right of payment to the extent set forth in
the Indentures to the prior payment in full of amounts then due on all Senior
Indebtedness (as defined). No payment will be made by us on account of
principal of (or premium, if any) or interest on the Debentures or on account
of the purchase or other acquisition of Debentures, if there has occurred and
is continuing a default with respect to any Senior Indebtedness permitting the
holders to accelerate the maturity thereof, or with respect to the payment of
any Senior Indebtedness and such default will be the subject of a judicial
proceeding or we have received notice of such default from any holder of
Senior Indebtedness, unless and until such default or event of default has
been cured or waived or has ceased to exist. By reason of these provisions, in
the event of default on any Senior Indebtedness, whether now outstanding or
hereafter issued, payments of principal of (and premium, if any) and interest
on the Debentures may not be permitted to be made until such Senior
Indebtedness is paid in full, or the event of default on such Senior
Indebtedness is cured or waived (Section 10.02).

   Upon any acceleration of the principal of the Debentures or any
distribution of our assets upon any receivership, dissolution, winding-up,
liquidation, reorganization, or similar proceedings, whether voluntary or
involuntary, or in bankruptcy or insolvency, all amounts due or to become due
upon all Senior Indebtedness must be paid in full before the holders of the
Debentures or the Trustees are entitled to receive or retain any assets so
distributed in respect of the Debentures (Section 10.02). By reason of this
provision, in the event of insolvency, holders of the Debentures may recover
less, ratably, than holders of Senior Indebtedness.

   "Senior Indebtedness" is defined to mean the principal, premium, if any,
unpaid interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to us whether or not a
claim for post-filing interest is allowed in such proceeding), fees, charges,
expenses, reimbursement and indemnification obligations, and all other amounts
payable under or in respect of Indebtedness (as defined) of us for money
borrowed, whether any such Indebtedness exists as of the date of the
Indentures or is created, incurred, assumed or guaranteed after such date. The
terms of the old and the new debentures do not limit the amount of Senior
Indebtedness that we may incur (Section 1.01).

   "Indebtedness" with respect to any Person is defined to mean:

     (i) any debt (a) for money borrowed, or (b) evidenced by a bond, note,
  debenture, or similar instrument (including purchase money obligations)
  given in connection with the acquisition of any business, property or
  assets, whether by purchase, merger, consolidation or otherwise, but shall
  not include any account payable or other obligation created or assumed by a
  Person in the ordinary course of business in connection with the obtaining
  of materials or services, or (c) which is a direct or indirect obligation
  which arises as a result of banker's acceptances or bank letters of credit
  issued to secure obligations of such Person, or to secure the payment of
  revenue bonds issued for the benefit of such Person, whether contingent or
  otherwise;

     (ii) any debt of others described in the preceding clause (i) which such
  Person has guaranteed or for which it is otherwise liable;

     (iii) the obligation of such Person as lessee under any lease of
  property which is reflected on such Person's balance sheet as a capitalized
  lease; and

     (iv) any deferral, amendment, renewal, extension, supplement or
  refunding of any liability of the kind described in any of the preceding
  clauses (i), (ii) and (iii);

provided, however, that, in computing the "Indebtedness" of any Person, there
will be excluded any particular indebtedness if, upon or prior to the maturity
thereof, there has been deposited with a depository in trust money

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(or evidence of indebtedness if permitted by the instrument creating such
indebtedness) in the necessary amount to pay, redeem or satisfy such
indebtedness as it becomes due, and the amount so deposited will not be
included in any computation of the assets of such Person (Section 1.01).

   Optional Redemption. The Debentures are subject to redemption, as a whole
or in part, at any time or from time to time commencing July 15, 1996 for the
old debentures and July 15, 2005 for the new debentures, at our option on at
least 30 days' prior notice by mail at a redemption price equal to 100% of the
principal amount thereof, plus interest accrued to the date of redemption. The
Debentures will not be redeemable prior to the above indicated dates;
provided, however, the Debentures will be subject to redemption, in whole or
in part, at any time for certain reasons intended to protect our status as a
REIT, at our option on at least 30 days' prior notice by mail at a redemption
price equal to 100% of the principal amount, plus interest accrued to the date
of redemption (Section 3.01). We may exercise our redemption powers solely
with respect to the securities of the security holder or holders which pose a
threat to our REIT status and only to the extent deemed necessary by our Board
of Directors to preserve such status. We may at any time buy new debentures on
the open market or through negotiated transactions at prices which may be
greater or less than the optional redemption price listed above (Paragraph 5
of the Debentures).


   Dividends, Distributions, and Acquisitions of Common Stock. We will not (i)
declare or pay any dividend, or make any distribution on our common stock to
our stockholders (other than dividends or distributions payable in our common
stock) or (ii) purchase, redeem, or otherwise acquire or retire for value any
of our common stock, or any warrants, rights, or options to purchase or
acquire any shares of our common stock (other than the Debentures or any other
convertible indebtedness of ours that is neither secured nor subordinated to
the Debentures), if at the time of such action an Event of Default has
occurred and is continuing or would exist immediately after such action. The
foregoing, however, will not prevent (i) the payment of any dividend within 60
days after the date of declaration when the payment would have complied with
the foregoing provision on the date of declaration; or (ii) the retirement of
any of our shares of common stock by exchange for, or out of the proceeds of
the substantially concurrent sale of, other shares of our common stock
(Section 4.06).

   Merger or Consolidation. We may not consolidate with, or merge into, or
transfer or lease all or substantially all of our assets to another Person
unless such Person is a company or trust; such Person assumes by supplemental
indenture all our obligations under the Debentures and the Indentures; and,
immediately after the transaction no Default or Event of Default exists.

   Defaults and Remedies. An Event of Default is (i) default in the payment of
interest on the Debentures when due and payable, which continues for 30 days;
(ii) default in the payment of principal of (and premium, if any) on the
Debentures when due, at maturity, upon redemption or otherwise, which
continues for five business days; (iii) failure to perform any other covenant
of ours contained in the Indentures or the Debentures which continues for 90
days after written notice to us as provided in the Indentures; (iv) default
under any bond, debenture, note or other Indebtedness of ours or any of our
subsidiaries under the old debentures and of only ours under the new
debentures, or under any mortgage, indenture or other instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness of ours, whether any such Indebtedness exists as of the date of
the Indentures or is thereafter created, if (a) either (x) such event of
default results from the failure to pay any such Indebtedness at maturity or
(y) as a result of such event of default, the maturity of such Indebtedness
has been accelerated prior to its expressed maturity and such acceleration
shall not be rescinded or annulled or the accelerated amount paid within ten
days after notice to us of such acceleration, or such Indebtedness having been
discharged, and (b) the principal amount of such Indebtedness, together with
the principal amount of any other such Indebtedness in default for failure to
pay principal or interest thereon, or the maturity of which has been so
accelerated, aggregates $1,000,000 or more; and (v) certain events of
bankruptcy, insolvency or reorganization relating to us (Section 6.01). If an
Event of Default occurs and is continuing, the Trustee or the holders of a
majority in aggregate principal amount of the outstanding Debentures may
declare the Debentures immediately due and payable (Section 6.02).

   Within 90 days after the occurrence of any Default or Event of Default, the
Trustee will give to the holders of Debentures notice of all Defaults or
Events of Default known to it, but the Trustee will be protected in

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withholding such notice if it in good faith determines that the withholding of
such notice is in the interest of such holders, except in the case of a
default in the payment of the principal of (or premium, if any) or interest on
any of the Debentures (Section 7.05). Holders of a majority in aggregate
principal amount of the outstanding Debentures may direct the time, method and
place of conducting any proceedings for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee (Section 6.05). The
right of a holder to institute a proceeding with respect to the Indentures is
subject to certain conditions precedent including notice and indemnity to the
Trustee, but the holder has an absolute right to receipt of principal of (and
premium, if any) and interest on such holder's Debenture on or after the
respective due dates expressed in the Debentures, and to institute suit for
the enforcement of any such payments (Section 6.06).

   The holders of a majority in aggregate principal amount of the outstanding
Debentures may on behalf of the holders of all Debentures waive certain past
defaults, except a default in payment of the principal of (or premium, if any)
or interest on any Debentures or in respect of certain provisions to the
Indentures which cannot be modified or amended without the consent of the
holder of each outstanding Debenture affected thereby (Section 9.02). We will
be required to furnish to the Trustees annually a statement of certain
officers of ours stating whether or not they know of any Default or Events of
Default and, if they have knowledge of a Default or Event of Default, a
description of the efforts to remedy the same (Section 4.05).

   Modification of the Indentures. We and the Trustee may amend the Indentures
or the Debentures with the written consent of the holders of 66 2/3% in
principal amount of the outstanding Debentures. However, without the consent
of each holder of Debentures affected, an amendment may not: (i) reduce the
amount of Debentures whose holders must consent to an amendment; (ii) reduce
the rate or change the time of payment of interest on any Debenture; (iii)
reduce the principal of or change the fixed maturity of any Debenture; (iv)
make any Debenture payable in money other than that stated in the Debenture;
(v) change the provisions of the Indentures regarding the right of a majority
of the holders of Debentures to waive defaults under the Indentures or impair
the right of any holder of Debentures to institute suit for the enforcement of
any payment of principal and interest on the Debentures on and after their
respective due dates; or (vi) make any change that adversely affects the right
to convert any Debenture (Section 9.02).

                     TERMS OF THE SERIES B PREFERRED STOCK

   The following summary of the terms and provisions of the Series B preferred
stock does not purport to be complete and is qualified in its entirety by
reference to the pertinent sections of the Charter, including the Articles
Supplementary to the Charter creating the Series B preferred stock (the
"Articles Supplementary"), each of which is available from us.

Maturity

   The Series B preferred stock has no stated maturity and will not be subject
to any sinking fund or mandatory redemption.

Rank

   The Series B preferred stock will, with respect to dividend rights and
rights upon our liquidation, dissolution or winding up, rank (i) senior to all
classes or series of our common stock, our Series A preferred stock and to all
equity securities ranking junior to the Series B preferred stock with respect
to dividend rights or rights upon our liquidation, dissolution or winding up;
(ii) on a parity with all equity securities issued by us the terms of which
specifically provide that such equity securities rank on a parity with the
Series B preferred stock with respect to dividend rights or rights upon our
liquidation, dissolution or winding up; and (iii) junior to all equity
securities issued by us the terms of which specifically provide that such
equity securities rank prior or senior to the Series B preferred stock as to
the payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up, as well as all our existing and future
indebtedness. The term "equity securities" does not include convertible debt
securities, which will rank senior to the Series B preferred stock.

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<PAGE>

Dividends

   Holders of shares of the Series B preferred stock are entitled to receive,
when, as and if declared by the Board of Directors, out of funds legally
available for the payment of dividends, preferential cumulative preferential
cash dividends at the rate of 9.75% per annum of the liquidation preference
per share (equivalent to a fixed annual amount of $2.4375 per share).


   Dividends on the Series B preferred stock will be cumulative from the date
of original issue and will be payable quarterly in arrears on the fifteenth
day of February, May, August and November of each year, or, if not a business
day, the next succeeding business day (each, a "Dividend Payment Date").
Dividends will be payable to holders of record as they appear in our stock
records at the close of business on the applicable record date, which shall be
the last business day of January, April, July and October, respectively, or on
such other date designated by the Board of Directors for the payment of
dividends that is not more than 30 nor less than 10 days prior to the
applicable Dividend Payment Date (each, a "Dividend Record Date"). The first
Dividend Record Date for determination of stockholders entitled to receive
dividends on the Series B preferred stock is expected to be on or about April
30, 2002. The first dividend payment on the Series B preferred stock will be
payable beginning May 15, 2002 at a rate of 8.0% from January 16, 2002 until
the expiration date of the exchange offer and at a rate of 9.75% from the
expiration date of the exchange offer until May 15, 2002 for the first
dividend payment.


   No dividends on shares of Series B preferred stock will be declared by the
Board of Directors or paid or set apart for payment by us at such time as the
terms and provisions of any agreement of ours, including any agreement
relating to our indebtedness, prohibits such declaration, payment or setting
apart for payment or provides that such declaration, payment or setting apart
for payment would constitute a breach thereof or a default thereunder, or if
such declaration or payment shall be restricted by agreement or law, would be
unlawful, or would cause the corporation to become insolvent as contemplated
by the Maryland corporate law.

   Notwithstanding the foregoing, dividends on the Series B preferred stock
will accrue whether or not we have earnings, whether or not there are funds
legally available for the payment of such dividends and whether or not such
dividends are declared. Accrued but unpaid dividends on the Series B preferred
stock will not bear interest and holders of the shares of Series B preferred
stock will not be entitled to any distributions in excess of full cumulative
distributions described above.

   If for any taxable year, we elect to designate as "capital gain dividends"
(as defined in Section 857 of the Code), with respect to any transaction that
occurred while any shares of Series B preferred stock are outstanding, any
portion (the "Capital Gains Amount") of the dividends (as determined for
federal income tax purposes) paid or made available for the year to holders of
all classes of stock (the "Total Dividends"), then the portion of the Capital
Gains Amount that will be allocable to the holders of shares of Series B
preferred stock will be the amount that the total dividends (as determined for
federal income tax purposes) paid or made available to the holders of shares
of the Series B preferred stock for the year bears to the Total Dividends.

   Except as set forth in the next sentence, no dividends will be declared or
paid or set apart for payment on any capital stock of ours (including Series A
preferred stock, if any) or any other series of preferred stock ranking, as to
dividends, on a parity with or junior to the Series B preferred stock (other
than a dividend in shares of our common stock or in shares of any other class
of stock ranking junior to the Series B preferred stock as to dividends and
upon liquidation) for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof is set apart for such payment on the Series B preferred
stock for all past dividend periods and the then current dividend period. When
dividends are not paid in full (or a sum sufficient for such full payment is
not so set apart) upon the Series B preferred stock and the shares of any
other series of preferred stock ranking on a parity as to dividends with the
Series B preferred stock, all dividends declared upon the Series B preferred
stock and any other series of preferred stock ranking on a parity as to
dividends with the Series B preferred stock will be declared pro rata so that
the amount of dividends declared per share of Series B preferred stock and
such other series of preferred stock will in all cases bear to each other the
same ratio that accrued dividends per share on the Series B preferred stock
and such

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other series of preferred stock (which will not include any accrual in respect
of unpaid dividends for prior dividend periods if such preferred stock does
not have a cumulative dividend) bear to each other.

   Except as provided in the immediately preceding paragraph, unless full
cumulative dividends on the Series B preferred stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof is set apart for payment for all past dividend periods and
the then current dividend period, no dividends (other than in shares of common
stock or other shares of capital stock ranking junior to the Series B
preferred stock as to dividends and upon liquidation) will be declared or paid
or set aside for payment nor will any other distribution be declared or made
upon the common stock or any other capital stock of ours, such as the Series A
preferred stock ranking junior to or on a parity with the Series B preferred
stock as to dividends or upon liquidation, nor will any shares of common
stock, or any other shares of capital stock of ours ranking junior to or on a
parity with the Series B preferred stock as to dividends or upon liquidation,
be redeemed, purchased or otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking fund for the redemption of
any such shares) by us (except by conversion into or exchange for other
capital stock of ours ranking junior to the Series B preferred stock as to
dividends and upon liquidation or redemptions for the purpose of preserving
our qualification as a REIT). Holders of shares of the Series B preferred
stock will not be entitled to any dividend, whether payable in cash, property
or stock, in excess of full cumulative dividends on the Series B preferred
stock as provided above. Any dividend payment made on shares of the Series B
preferred stock will first be credited against the earliest accrued but unpaid
dividend due with respect to such shares which remains payable.

Liquidation Preference

   Upon any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Company, the holders of shares of Series B preferred stock
are entitled to be paid out of our assets legally available for distribution
to our stockholders the liquidation preference of $25.00 per share, plus an
amount equal to any accrued and unpaid dividends to the date of payment, but
without interest, before any distribution of assets is made to holders of
shares of common stock or any other class or series of capital stock of ours
that ranks junior to the Series B preferred stock as to liquidation rights.
Holders of Series B preferred stock will be entitled to written notice of any
event triggering the right to receive such liquidation preference. After
payment of the full amount of the liquidation preference, plus any accrued and
unpaid dividends to which they are entitled, the holders of Series B preferred
stock will have no right or claim to any of our remaining assets. Our
consolidation or merger with or into any other trust or entity or the
consolidation or merger of any other corporation with or into us, or the sale,
lease or consolidation, conveyance of all or substantially all of our property
or business, will not be deemed to constitute a liquidation, dissolution or
winding up of the Company.

Redemption

   Other than in the event a stockholder acquires shares in excess of the
ownership limitation as described under " --Restrictions on Ownership and
Transfer", the Series B preferred stock is not redeemable prior to the fifth
anniversary of the issue date. However, in order to ensure that we will
continue to meet the stock ownership requirements for qualification as a REIT,
the Series B preferred stock will be subject to provisions in the Charter
pursuant to which any class of our equity stock owned by a stockholder in
excess of the ownership limitation will be transferred to a trust and the
stockholder will have the right to receive certain compensation for such
shares of stock. See "--Restrictions on Ownership and Transfer." On and after
the fifth anniversary of the issue date, we, at our option upon not less than
30 nor more than 60 days' written notice, may redeem shares of the Series B
preferred stock, in whole or in part, at any time or from time to time, for
cash at a redemption price of $25.00 per share, plus all accrued and unpaid
dividends thereon to the date fixed for redemption, without interest.

Procedures for Redemption

   Holders of shares Series B preferred stock to be redeemed will surrender
such shares of Series B preferred stock at the place designated in such notice
and will be entitled to the redemption price and any accrued and unpaid
dividends payable upon such redemption following such surrender. If notice of
redemption of any shares

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of Series B preferred stock has been given and if the funds necessary for such
redemption have been set aside by us in trust for the benefit of the holders
of any shares of Series B preferred stock so called for redemption, then from
and after the redemption date dividends will cease to accrue on such shares of
Series B preferred stock, such shares of Series B preferred stock will no
longer be deemed outstanding and all rights of the holders of such shares will
terminate, except the right to receive the redemption price. If less than all
of the outstanding shares of Series B preferred stock are to be redeemed, the
shares of Series B preferred stock to be redeemed will be selected pro rata
(as nearly as may be practicable without creating fractional shares) or by any
other equitable method determined by the us. Our ability to redeem the shares
of Series B preferred stock is subject to the limitations on distributions in
the Maryland General Corporation Law.

   Unless full cumulative dividends on all shares of Series B preferred stock
will have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof set apart for payment for all past
dividend periods and the then current dividend period, no shares of Series B
preferred stock will be redeemed unless all outstanding shares of Series B
preferred stock are simultaneously redeemed and we will not purchase or
otherwise acquire directly or indirectly any shares of Series B preferred
stock (except by exchange for our capital stock ranking junior to the shares
of Series B preferred stock as to dividends and upon liquidation); provided,
however, that the foregoing will not prevent our redemption of shares of stock
in order to ensure that we continue to meet the requirements for qualification
as a REIT, or the purchase or acquisition of shares of Series B preferred
stock pursuant to a purchase or exchange offer made on the same terms to
holders of all outstanding shares of Series B preferred stock. So long as no
dividends are in arrears, we will be entitled at any time and from time to
time to repurchase shares of Series B preferred stock in open market
transactions duly authorized by the Board of Directors and effected in
compliance with applicable laws or private negotiations.

   Notice of redemption will be given by publication in a newspaper of general
circulation in the City of New York, such publication to be made once a week
for two successive weeks commencing not less than 30 nor more than 60 days
prior to the redemption date. We will mail a similar notice, postage prepaid,
not less than 30 nor more than 60 days prior to the redemption date, addressed
to the respective holders of record of the shares of Series B preferred stock
to be redeemed at their respective addresses as they appear on our stock
transfer records. No failure to give such notice or any defect therein or in
the mailing thereof will affect the validity of the proceedings for the
redemption of any shares of Series B preferred stock except as to the holder
to whom notice was defective or not given. Each notice shall state: (i) the
redemption date; (ii) the redemption price; (iii) the number of shares of
Series B preferred stock to be redeemed; (iv) the place or places where shares
of the Series B preferred stock are to be surrendered for payment of the
redemption price; and (v) that dividends on the shares to be redeemed will
cease to accrue on such redemption date. If less than all of the shares of
Series B preferred stock held by any holder is to be redeemed, the notice
mailed to such holder will also specify the number of shares of Series B
preferred stock held by such holder to be redeemed.

   Immediately prior to any redemption of shares of Series B preferred stock,
we will pay, in cash, any accumulated and unpaid dividends through the
redemption date, unless a redemption date falls after a Dividend Record Date
and prior to the corresponding Dividend Payment Date, in which case each
holder of shares of Series B preferred stock at the close of business on such
Dividend Record Date will be entitled to the dividend payable on such shares
on the corresponding Dividend Payment Date notwithstanding the redemption of
such shares before such Dividend Payment Date.

   The shares of Series B preferred stock have no stated maturity and will not
be subject to any sinking fund or mandatory redemption. However, in order to
ensure that we continue to meet the requirements for qualification as a REIT,
Series B preferred stock acquired by a stockholder in excess of the ownership
limitation will automatically be transferred to a trust and the stockholder
will have the right to receive certain compensation for such stock from us.

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Voting Rights

   Holders of the shares of Series B preferred stock will not have any voting
rights, except as set forth below or as otherwise from time to time required
by law.

   Whenever dividends on any shares of Series B preferred stock or Parity
Preferred stock (as defined below) are in arrears for six or more quarters
(whether consecutive or not) (a "Preferred Dividend Default"), the holders of
such shares of Series B preferred stock (voting separately as a voting group
with all other series of preferred stock ranking on a parity with the Series B
preferred stock as to dividends or upon liquidation upon which like voting
rights have been conferred and are exercisable ("Parity Preferred stock"))
will be entitled to vote separately as a voting group for the election of a
total of two additional directors to serve on our Board of Directors (the
"Preferred Stock Directors") at a special meeting called on the written
request of the holders entitled to cast at least a majority of all the votes
entitled to be cast at the meeting (unless such request is received less than
90 days before the date fixed for the next annual or special meeting of
stockholders) or at the next annual meeting of stockholders, and at each
subsequent annual meeting until all dividends accumulated on such shares of
Series B preferred stock for the past dividend periods and the dividend for
the then current dividend period have been fully paid or declared and a sum
sufficient for the payment thereof set aside for payment. A quorum for any
such meeting will exist if at least a majority of the outstanding shares are
represented in person or by proxy at such meeting. Such Preferred Stock
Directors will be elected upon the affirmative vote of a plurality of the
shares of Series B preferred stock and such Parity Preferred stock present and
voting in person or by proxy at a duly called and held meeting at which a
quorum is present. If and when all accumulated dividends and the dividend for
the then current dividend period on the shares of Series B preferred stock
have been paid in full or set aside for payment in full, the holders thereof
will be divested of the foregoing voting rights (subject to revesting whenever
dividends on any shares of Series B preferred stock are in arrears for six or
more quarters (whether consecutive or not)) and, if all accumulated dividends
and the dividend for the then current dividend period have been paid in full
or declared and set aside for payment in full on all series of Parity
Preferred stock, the term of office of each Preferred Stock Director so
elected will terminate. In the event the term of a Preferred Director
terminates, the right of the holders of Series B preferred stock to elect
Preferred Stock Directors until another Preferred Dividend Default will exist.
The Preferred Stock Directors will each be entitled to one vote per director
on any matter.

   So long as any shares of Series B preferred stock remain outstanding, we
will not without the affirmative vote or consent of the holders of at least
two-thirds of the shares of the Series B preferred stock outstanding at the
time, given in person or by proxy, either in writing or at a meeting (voting
separately as a class), (i) authorize or create, or increase the authorized or
issued amount of, any class or series of capital stock ranking senior to the
shares of Series B preferred stock with respect to payment of dividends or the
distribution of assets upon liquidation, dissolution or winding up or
reclassify any of our authorized capital stock into such shares, or create,
authorize, or issue any obligation or security convertible into or evidencing
the right to purchase any such shares; or (ii) amend, alter or repeal the
provisions of our Charter, including the Articles Supplementary, whether by
merger, consolidation or otherwise (an "Event"), so as to materially and
adversely affect any right, preference, privilege or voting power of the
shares of Series B preferred stock or the holders thereof provided, however,
with respect to the occurrence of any Event set forth in (ii) above, so long
as the shares of Series B preferred stock remain outstanding with the terms
thereof materially unchanged, taking into account that upon the occurrence of
an Event we may not be the surviving entity, the occurrence of any such Event
will not be deemed to materially and adversely affect such rights,
preferences, privileges or voting power of holders of the shares of Series B
preferred stock and provided further that (a) any increase in the amount of
the authorized preferred stock or the creation or issuance of any other series
of preferred stock; or (b) any increase in the amount of authorized shares of
such series, in each case ranking on a parity with or junior to the shares of
Series B preferred stock with respect to payment of dividends or the
distribution of assets upon liquidation, dissolution or winding up, will not
be deemed to materially and adversely affect such rights, preferences,
privileges or voting powers.

   In addition to the above, under Maryland law and the Articles
Supplementary, the holders of shares of Series B preferred stock will be
entitled to vote as a separate voting group to approve a dividend payable in

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<PAGE>

shares of Series B preferred stock to the holders of another class of our
stock or to approve a dividend payable in shares of our stock other than
shares of Series B preferred stock to the holders of shares of Series B
preferred stock.

   The foregoing voting provisions will not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required will
be effected, all outstanding shares of Series B preferred stock have been
redeemed or called for redemption upon proper notice and sufficient funds have
been deposited in trust to effect such redemption.

Conversion

   The shares of Series B preferred stock are not convertible into or
exchangeable for any other property or securities of ours, except that the
shares of Series B preferred stock may be exchanged for shares of excess stock
in order to ensure that we remain qualified as a REIT for federal income tax
purposes. See "--Restrictions on Ownership and Transfer" below.

Restrictions on Ownership and Transfer

   For us to qualify as a REIT under the Code, certain restrictions apply to
the ownership of our capital stock. Because the Board of Directors believes it
is essential for us to continue to qualify as a REIT, the Charter restricts
the ownership, acquisition and transfer of our capital stock, including shares
of Series B preferred stock.

   Our Charter provides that if, at any time when we are qualified as a REIT,
a transfer of any of our capital stock (including common stock or Series B
preferred stock), would result in (i) any person acquiring directly or
indirectly beneficial ownership of 9.9% or more of the total outstanding
equity stock of all classes (in value or in number, whichever is more
restrictive); (ii) our outstanding capital stock being constructively or
beneficially owned by fewer than 100 persons; or (iii) our being "closely
held" within the meaning of Section 856 of the Code, then at our sole option:
(A) any proposed transfer will be void from the beginning and will not be
recognized by us; (B) we will have the right to redeem the shares proposed to
be transferred; and (C) the shares proposed to be transferred will be
automatically converted into and exchanged for shares of a separate class of
stock, excess stock, having no dividend or voting rights. Holders of excess
stock do have certain rights in the event of our liquidation, dissolution or
winding up. The Charter further provides that the excess stock will be held by
us as trustee for the person or persons to whom the shares are ultimately
transferred, until such time as the shares are re-transferred to a person or
persons in whose hands the shares would not be excess stock and certain price-
related restrictions are satisfied.

Transfer and Dividend Paying Agent

   The Bank of New York will act as the transfer and dividend payment agent in
respect of the shares of Series B preferred stock.

  BENEFICIAL OWNERSHIP OF OLD DEBENTURES BY DIRECTORS AND EXECUTIVE OFFICERS

   As of the date of this prospectus, no outstanding old debentures are
beneficially owned by us, by our directors and executive officers or by an
associate or majority-owned subsidiary of us.

                   RECENT TRANSACTIONS IN THE OLD DEBENTURES

   There have been no transactions involving the old debentures that have
occurred during the sixty day period immediately preceding the date of this
prospectus by us, our directors, our executive officers or any affiliate or
subsidiary of us.

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                         DESCRIPTION OF CAPITAL STOCK

   The following description is only a summary of certain terms and provisions
of our capital stock. You should refer to our Charter and Bylaws for the
complete provisions thereof.

General

   The total number of shares of capital stock of all classes that we are
authorized to issue is 70,000,000. Currently, the Charter authorizes the
issuance of 51,484,000 shares of common stock, par value $.0001 per share,
40,000 shares of Series A preferred stock, par value $.0001 per share,
2,476,000 shares of Series B preferred stock, par value $.0001 per share, and
16,000,000 shares of excess stock, par value $.0001 per share. Only shares of
common stock are now outstanding. As of March 22, 2002, 12,479,671 shares of
common stock were issued and outstanding. The common stock is currently listed
on the New York Stock Exchange under the symbol "SIZ".


   Our Board of Directors is authorized by the Charter, to classify and
reclassify any of our unissued shares of capital stock, by, among other
alternatives, setting, altering or eliminating the designation, preferences,
conversion or other rights, voting powers, qualifications and terms and
conditions of redemption of, limitations as to dividends and any other
restrictions on, our capital stock. The power of the Board of Directors to
classify and reclassify any of the shares of capital stock includes the
authority to classify or reclassify such shares into a class or classes of
preferred stock or other stock.

   Pursuant to the provisions of the Charter, if a transfer of stock occurs
such that any person would own, beneficially or constructively (applying the
applicable attribution rules of the Code), more than 9.9% (in value or in
number, whichever is more restrictive) of our outstanding equity stock
(excluding shares of excess stock), then the amount in excess of the 9.9%
limit will automatically be converted into shares of excess stock, any such
transfer will be void from the beginning, and we will have the right to redeem
such stock. These restrictions also apply to any transfer of stock that would
result in our being "closely held" within the meaning of Section 856(h) of the
Code or otherwise failing to qualify as a REIT for federal income tax
purposes. Upon any transfer that results in excess stock, such excess stock
shall be held in trust for the exclusive benefit of one or more charitable
beneficiaries designated by us. Upon the satisfaction of certain conditions,
the person who would have been the record holder of equity stock if the
transfer had not resulted in excess stock may designate a beneficiary of an
interest in the trust. Upon such transfer of an interest in the trust, the
corresponding shares of excess stock in the trust shall be automatically
exchanged for an equal number of shares of equity stock of the same class as
such stock had been prior to it becoming excess stock and shall be transferred
of record to the designated beneficiary. Excess stock has no voting rights,
except as required by law, and any vote cast by a purported transferee in
respect of shares of excess stock prior to the discovery that shares of equity
stock had been converted into excess stock shall be void from the beginning.
Excess stock shall be entitled to dividends equal to the dividends declared on
any class of equity stock from which the excess stock has been converted,
which dividends shall be held in trust for the benefit of the charitable
beneficiary. Any dividend paid prior to our discovery that equity stock has
been converted to excess stock shall be paid to the trustee of the trust upon
demand. In the event of our liquidation, each holder of excess stock shall be
entitled to receive that portion of our assets that would have been
distributed to the equity stock in respect of which such excess stock was
issued. The trustee of the trust holding excess stock shall distribute such
assets to the beneficiaries of such trust. These restrictions will not prevent
the settlement of a transaction entered into through the facilities of any
interdealer quotation system or national securities exchange upon which shares
of our capital stock are traded. Notwithstanding the prior sentence, certain
transactions may be settled by providing shares of excess stock.

   Our Board of Directors, upon at least 15 days' written notice from a
transferee prior to a proposed transfer that would result in the intended
transferee "beneficially owning" (after the application of the applicable
attribution rules of the Code) equity stock in excess of the 9.9% ownership
limit and the satisfaction of such other conditions as the Board of Directors
may direct, may in its sole and absolute discretion exempt a person from the
ownership limit. Our Board of Directors may in its sole and absolute
discretion exempt a person from

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the limitation on a person "constructively owning" equity stock in excess of
the 9.9% ownership limit if (x) such person does not and represents that it
will not directly or "constructively own" (after the application of the
applicable attribution rules of the Code) more than a 9.9% interest in a
tenant of ours; (y) we obtain such representations and undertakings as are
reasonably necessary to ascertain this fact; and (z) such person agrees that
any violation or attempted violation of such representations, undertakings and
agreements will result in such equity stock in excess of the ownership limit
being converted into and exchanged for excess stock. Our Board of Directors
may from time to time increase or decrease the 9.9% limit, provided that the
9.9% limit may be increased only if five persons could "beneficially own" or
"constructively own" (applying the applicable attribution rules of the Code)
no more than 50.0% in value of the shares of equity stock then outstanding.

Description of Common Stock

   Distributions. Subject to the preferential rights of any shares of
preferred stock currently outstanding or subsequently classified and to the
provisions of our Charter regarding restrictions on transfer and ownership of
shares of common stock, as a holder of our common stock, you will be entitled
to receive distributions, if, as and when declared by our board of directors,
out of our assets that we may legally use for distributions to stockholders
and to share ratably in our assets that we may legally distribute to our
stockholders in the event of our liquidation, dissolution or winding-up after
payment of, or adequate provision for, all of our known debts and liabilities.
We currently pay regular quarterly distributions on our common stock.

   Relationship to Preferred Stock and Other Shares of Common Stock. Your
rights as a holder of shares of common stock will be subject to, and may be
adversely affected by, the rights of holders of preferred stock that have been
issued and that may be issued in the future. Our Board of Directors may cause
preferred stock to be issued to obtain additional capital, in connection with
acquisitions, to our officers, directors and employees pursuant to benefit
plans or otherwise and for other corporate purposes.

   As a holder of our common stock, you will have no preferences, conversion,
sinking fund, redemption rights or preemptive rights to subscribe for any of
our securities. Subject to the provisions of our charter regarding
restrictions on ownership and transfer, all shares of common stock have equal
distribution, liquidation, voting and other rights.

   Voting Rights. Subject to the provisions of our charter regarding
restrictions on transfer and ownership of shares of common stock, as a holder
of common stock, you will have one vote per share on all matters submitted to
a vote of stockholders, including the election of directors. Except as
provided with respect to any other class or series of shares of capital stock,
the holders of common stock will possess the exclusive voting power.

   There is no cumulative voting in the election of directors, which means
that the holders of a plurality of the outstanding shares of common stock can
elect all of the directors then standing for election and the holders of the
remaining shares of common stock, if any, will not be able to elect any
directors, except as otherwise provided for any series of our preferred stock.

   Stockholder Liability. Under Maryland law applicable to Maryland
corporations, you will not be liable as a shareholder for our obligations
solely as a result of your status as a stockholder.

   Transfer Agent. The registrar and transfer agent for shares of our common
stock is The Bank of New York.

Description of Stockholder Rights Plan

   Our board of directors has adopted a stockholder rights plan. As a result,
we issued one right for each outstanding share of common stock. One right will
be issued for each additional share of common stock that we issue, including
any shares of common stock issued on the conversion of new debentures or old
debentures. Each right entitles the holder to purchase one one-thousandth of a
share of our Series A preferred stock at an exercise price of $40. The rights
become exercisable 10 business days after any party acquires or announces an
offer to

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acquire 15% or more of our common stock or certain similar event. The rights
expire on August 27, 2008, unless earlier redeemed. The rights are redeemable
at $0.01 per right at any time before 10 business days following the time that
any party acquires 15% or more of our common stock, commences a tender offer
for 15% or more of our common stock, or our Board of Directors determines that
a substantial stockholder's ownership may be adverse to the interests of our
other stockholders or our qualification as a REIT. In certain circumstances,
the rights will be exercisable for the stock of any entity into which we merge
or to which we convey a substantial portion of our assets.

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        CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BY-LAWS

   The following paragraphs summarize certain provisions of Maryland law and
our Charter and Bylaws. The summary does not purport to be complete and is
subject to and qualified in its entirety by reference to Maryland law and the
Charter, including any Articles Supplementary, and Bylaws. You should read
these documents carefully to fully understand the terms of Maryland law, our
Charter and our Bylaws.

The Board of Directors

   Our Board of Directors is currently comprised of eight directors. Our
Bylaws provide that the Board may alter the number of directors to a number
not exceeding 15 nor below the minimum permitted in our Bylaws. Our Charter
provides that the members of the Board shall be divided, as evenly as
possible, into three classes, with approximately one-third of the directors
elected by the stockholders annually. Each director is to serve for a three
year term or until his or her successor is duly elected and has qualified.
Holders of shares will have no right to cumulative voting in the election of
directors. We have elected to be governed by the 1999 Maryland law described
below as it relates to a classified board.

Amendment of Charter and Bylaws

   Our Charter generally may be amended only by the affirmative vote of the
holders of a majority of the votes entitled to be cast on the matter. However,
any amendment relating to our REIT qualification restrictions, our Series A
preferred stock (issued in connection with our stockholder rights plan), our
Board of Directors, our election to be exempt from the Maryland business
combination statute, indemnification and limitation of liability or Charter
amendments requires the advice and recommendation of at least 75% of our Board
of Directors. In addition, Charter amendments regarding our classified Board
of Directors, bylaw amendments, our election under the Maryland business
combination statute, indemnification and limitation of liability and
amendments require the affirmative approval of 75% of the votes entitled to be
cast on the matter. This 75% vote is also required to amend the Charter to
provide for cumulative voting in the election of directors.

   Our Bylaws may be amended only by the Board of Directors or by 75% of the
aggregate voting power of all classes of capital stock.

Business Combinations

   As a Maryland corporation, we are subject to certain restrictions
concerning certain "business combinations" (including a merger, consolidation,
share exchange or, in certain circumstances, an asset transfer or issuance or
reclassification of equity securities) between us and an "interested
stockholder." Interested stockholders are persons (i) who beneficially own 10%
or more of the voting power of our shares or (ii) are affiliates or associates
of us who, at any time within the two-year period prior to the date in
question, was the beneficial owner of 10% or more of the voting power of our
shares. Such business combinations are prohibited for five years after the
most recent date on which the interested stockholder became an interested
stockholder. Thereafter, any such business combination must be recommended by
the Board of Directors and approved by the affirmative vote of at least (i)
80% of the votes entitled to be cast by holders of our outstanding voting
shares and (ii) 66 2/3% of the votes entitled to be cast by holders of our
outstanding voting shares other than shares held by the interested stockholder
or an affiliate or associate of the interested stockholder with whom the
business combination is to be effected, unless, among other things, the
corporation's stockholders receive a minimum price for their shares and the
consideration is received in cash or in the same form as previously paid by
the interested stockholder for its shares. These provisions of Maryland law do
not apply, however, to business combinations that are approved or exempted by
the Board of Directors prior to the time that the interested stockholder
becomes an interested stockholder.

Control Share Acquisitions

   Maryland law provides that, with certain exceptions, "control shares" of a
corporation acquired in a "control share acquisition" have no voting rights
except to the extent approved by the affirmative vote of

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two-thirds of the stockholders, excluding shares of stock owned by the
acquiring person or by officers or directors who are employees of the
corporation. "Control shares" are shares of voting stock which, if aggregated
with all other such shares previously acquired by such a person, would entitle
the acquiring person to exercise voting power in electing directors within one
of the following ranges of voting power: (i) 10% or more but less than 33
1/3%, (ii) 33 1/3% or more but less than a majority, or (iii) a majority or
more of all voting power. Control shares do not include shares the acquiring
person is then entitled to vote as a result of having previously obtained
stockholder approval. A "control share acquisition" means, subject to certain
exceptions, the acquisition of, ownership of or the power to direct the
exercise of voting power with respect to, control shares.

   As permitted under Maryland law, our Bylaws contain a provision opting out
of the control share acquisition statute.

Advance Notice of Director Nominations and New Business

   Pursuant to our Bylaws, a stockholder seeking to nominate persons for
election to our Board of Directors or propose other business to be conducted
at an annual meeting of stockholders or to nominate persons for election of
directors at any special meeting of stockholders called for the purpose of
electing directors must provide the required notice to our chairman of the
board (i) in the case of an annual meeting, generally not less than 90 days
nor more than 120 days prior to the first anniversary of the date of mailing
of the notice for the preceding year's annual meeting and (ii) in the case of
a special meeting, not later than the earlier of the 10th day following the
day on which notice of the special meeting was mailed or public disclosure of
the date of the special meeting.

   The purpose of requiring such advance notice by stockholders is to provide
the Board of Directors a meaningful opportunity to consider the qualifications
of the proposed nominees or the advisability of the other proposed business
and, to the extent deemed necessary or advisable by the Board of Directors, to
inform stockholders and make recommendations about such qualifications or
business, as well as to provide a more orderly procedure for conducting
meetings of stockholders. Although our Bylaws do not give the Board of
Directors any power to disapprove of stockholder nominations or proposals for
action, they may have the effect of precluding a contest for the election of
directors or the consideration of stockholder proposals if the proper
procedures are not followed. In addition, these provisions may discourage or
deter a third party from conducting a solicitation of proxies to elect its own
slate of directors or to approve its own proposal, without regard to whether
consideration of such nominees or proposals might be harmful or in the best
interests of the Company and its stockholders. The provisions in our Bylaws
regarding advance notice provisions could have the effect of discouraging a
takeover or other transaction in which holders of some, or a majority, of the
shares of common stock might receive a premium for their shares over the then
prevailing market price or which such holders might believe to be otherwise in
their best interests.

Meetings of Stockholders

   Under our Bylaws, annual meetings of stockholders are to be held in May of
the following year at a date and time as determined by our board, the chairman
of the board or the president. Special meetings of stockholders may be called
only by a majority of the directors then in office, by the chairman or the
president and must be called by the secretary upon the written request of the
holders of a majority of the shares of our common stock entitled to vote at a
meeting. Only matters set forth in the notice of the meeting may be considered
and acted upon at such a meeting. Our Bylaws provide that any action required
or permitted to be taken at a meeting of stockholders may be taken without a
meeting by unanimous written consent, if that consent sets forth that action
and is signed by each stockholder entitled to vote on the matter and a written
waiver of any right to dissent is signed by each stockholder entitled to
notice of the meeting but not entitled to vote at that meeting.

1999 Maryland Legislation

   In 1999, Maryland enacted legislation which allows publicly held Maryland
corporations to elect to be governed by all or any part of Maryland law
provisions relating to extraordinary actions and unsolicited

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takeovers. The election to be governed by one or more of these provisions can
be made by a Maryland corporation in its articles or bylaws or by resolution
adopted by its board of directors so long as the corporation has at least
three directors who, at the time of electing to be subject to the provisions,
are not:

  .  officers or employees of the corporation;

  .  persons seeking to acquire control of the corporation;

  .  directors, officers, affiliates or associates of any person seeking to
     acquire control; or

  .  nominated or designated as directors by a person seeking to acquire
     control.

   Articles supplementary must be filed with the Maryland State Department of
Assessments and Taxation if a Maryland corporation elects to be subject to any
or all of the provisions by board resolution or bylaw amendment. Stockholder
approval is not required for the filing of articles supplementary.

   The Maryland legislation provides that a corporation can elect to be
subject to all or any portion of the following provisions, notwithstanding any
contrary provisions contained in that corporation's existing charter
documents:

  .  Classified Board: The corporation may divide its board into three
     classes which, to the extent possible, will have the same number of
     directors, the terms of which will expire at the third annual meeting of
     stockholders after the election of each class;

  .  Two-thirds Stockholder Vote to Remove Directors Only for Cause: The
     stockholders may remove any director only by the affirmative vote of at
     least two-thirds of all votes entitled to be cast by the stockholders
     generally in the election of directors, but a director may not be
     removed without cause;

  .  Size of Board Fixed by Vote of Board: The number of directors will be
     fixed only by resolution of the board;

  .  Board Vacancies Filled by the Board for the Remaining Term: Vacancies
     that result from an increase in the size of the board, or the death,
     resignation, or removal of a director, may be filled only by the
     affirmative vote of a majority of the remaining directors even if they
     do not constitute a quorum. Directors elected to fill vacancies will
     hold office for the remainder of the full term of the class of directors
     in which the vacancy occurred, as opposed to until the next annual
     meeting of stockholders, and until a successor is elected and qualifies;
     and

  .  Stockholder Calls of Special Meetings: Special meetings of stockholders
     may be called by the secretary of the corporation only upon the written
     request of stockholders entitled to cast at least a majority of all
     votes entitled to be cast at the meeting and only in accordance with
     procedures set out in the Maryland law.

   We have not elected to be governed by the specific provisions of the 1999
legislation other than regarding removal of directors. However, our Charter
and/or Bylaws, as applicable, already provide for a classified board, that the
number of directors is to be determined by a resolution of the board, subject
to a minimum number, and that our secretary must call a special meeting of
stockholders only upon the written request of the holders of a majority of our
outstanding securities entitled to vote. In addition, we can elect to be
governed by any or all of the provisions of the Maryland legislation at any
time in the future.

Prohibited Transactions

   Our Charter prohibits us from entering into certain transactions, such as
the following:

  .  Investing more than 10% of our assets in unimproved real property or
     mortgage loans on unimproved real property;

  .  Investing in commodities or commodity futures contracts, other than
     interest rate futures used solely for hedging purposes;

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  .  Issuing equity securities redeemable at the option of the holder
     thereof;

  .  Subject to certain exceptions, issuing options and warrants to purchase
     common stock at an exercise price of less than the fair market value of
     the common stock;

  .  Investing in real estate contracts for sale, unless the real estate
     contracts are in recordable form and appropriately recorded in the chain
     of title;

  .  Investing in mortgage loans unless an appraisal is obtained for the
     underlying property; and

  .  Allowing our aggregate borrowing to exceed 300% of our net assets,
     unless the independent directors on our Board of Directors determine
     that a higher level of borrowing is appropriate.

                         BOOK-ENTRY; DELIVERY AND FORM

General

   The new debentures will be represented initially by one or more global
debentures in bearer form without interest coupons. We will issue the global
debentures in denominations equal to the outstanding principal amount of the
debentures that they represent.

   On the closing date of this exchange offer, we will deposit the global
debentures with DTC as the book-entry depositary. We will make this deposit
pursuant to the terms of the debenture deposit agreement, to be dated the
closing date of this exchange offer, between the book-entry depositary and us,
for the limited purposes set forth in the deposit agreement.

   The book-entry depositary will issue a certificateless interest for each
global debenture to DTC. The certificateless interest for each global
debenture will represent a 100% interest in the underlying global debenture.
The book-entry depositary will record the interest in its books and records in
the name of Cede & Co., as a nominee of DTC. The records that DTC, with
respect to its participants, and its participants maintain in book-entry form
will show the beneficial interests in the global debentures. Any transfer of
the global debentures will only be effected through these records. In this
prospectus, we refer to the beneficial interests in the global debentures as
"book-entry interests."

   All interests in the global debentures will be subject to the procedures
and requirements of DTC.

Definitive Registered Debentures

   Under the terms of the deposit agreement and the New Indenture, you, as an
owner of book-entry interests in the global debentures, will receive
definitive registered debentures only if any of the three following events
occurs:

  .   DTC notifies us or the book-entry depositary in writing that it, or its
      respective nominee, is unwilling or unable to continue to act as a
      depositary registered under the Securities Exchange Act of 1934 and we
      do not appoint a successor depositary registered as a clearing agency
      under the Securities Exchange Act of 1934 within 90 days.

  .   At any time if we determine that the global debentures, in whole but
      not in part, should be exchanged for definitive registered debentures,
      but only if, such exchange is required by any applicable law, any event
      beyond our control, or payments of interest on any global debenture,
      depositary interest or book-entry interest are, or would become,
      subject to any deduction or withholding for taxes.

  .   The book-entry depositary is at any time unwilling or unable to
      continue as book-entry depositary and we do not appoint a successor
      book-entry depositary within 90 days.

   In addition to those circumstances, during the continuance of an event of
default, you, as a holder of book entry interests, will be entitled to request
and receive definitive registered debentures. We will issue the definitive

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registered debentures to you, and register them in your name, or as you
direct, only if we receive a request in writing by the book-entry depositary,
based upon the instructions of DTC.

   In the event that definitive registered debentures are issued, and if
required by applicable law, we will appoint J.P. Morgan Trust Company,
National Association, or another suitable person, as an independent transfer
agent for the new debentures.

   In no event will we issue definitive securities in bearer form. Any
definitive registered debentures we issue will be fully registered in
denominations of $1,000 in principal amount, and integral multiples of $1,000.
The trustee will register the definitive registered debentures in the name or
names that DTC will instruct the trustee to use, through the book-entry
depositary. We expect that DTC will base its instructions on directions it
receives from participants, including Euroclear and Clearstream, reflecting
the beneficial ownership of book-entry interests. To the extent permitted by
law, we, the trustee and any paying agent will be entitled to treat the person
in whose name any definitive registered debenture is registered as the
absolute owner of the debenture.

   While any global debenture for the new debentures is outstanding, you may
exchange any definitive registered debenture you may have for a corresponding
book-entry interest in the global debenture by surrendering your definitive
registered debentures to the book-entry depositary and providing the
certificates and opinions that the New Indenture requires. The book-entry
depositary will make the appropriate adjustments to the global debenture
underlying that book-entry interest to reflect any issue or surrender of
definitive registered debentures. The New Indenture contains provisions
relating to the maintenance by a registrar of registers reflecting ownership
of definitive registered debentures, if any, and other provisions customary
for a registered debt security. We will pay principal and interest on each
definitive registered debenture to the holder appearing on the applicable
register at his or her address at the close of business on the record date.

   If a mutilated definitive registered debenture is surrendered to the
registrar or if the holder of a debenture claims that such debenture has been
lost, destroyed or wrongfully taken, we will issue and the trustee will
authenticate a replacement debenture if the holder satisfies any reasonable
requirements of the trustees, the registrar or us. If required by the trustee,
the registrar or us such holder must provide an indemnity bond or other
indemnity, sufficient in the judgment of us, the registrar and the trustee, to
protect us, the trustee and any agent from any loss which any of them may
suffer if the debenture is replaced. We may charge such holder for reasonable,
out-of-pocket expenses in replacing a debenture, including reasonable fees and
expenses of counsel.

Description of Book-Entry System

   When the book-entry depositary receives the global debentures, it will
issue the certificateless interest for each of the global debentures to DTC
representing a 100% interest in the respective underlying global debenture.
The book-entry depositary will issue the certificateless interest by recording
the interest in its books and records in the name of Cede & Co., as a nominee
of DTC. Ownership of book-entry interests will be limited to persons who have
accounts with DTC, including Euroclear and Clearstream, or persons who have
accounts through organizations that are participants. When the book-entry
depositary issues such interests in the global debentures to DTC, DTC will
credit, on its internal book-entry registration and transfer system, its
participants' accounts with the respective interests owned by each
participant. Ownership of book-entry interests will be shown on, and the
transfer of such ownership will be effected only through, records maintained
by DTC or its nominee with respect to interests of participants and the
records of participants with respect to interests of indirect participants. No
beneficial owner of an interest in the global debentures will be able to
transfer that interest except in accordance with DTC's procedures, in addition
to those provided for under the New Indenture with respect to the global
debentures.

   The laws of some countries and some states in the United States may require
that some purchasers of securities take physical delivery of the securities in
definitive form. These limits and laws may impair the ability to own, transfer
or pledge the book-entry interests in the global debentures.

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   So long as DTC, or its nominee, is the holder of the global debentures, the
book-entry depositary or its nominee, as the case may be, will be considered
the sole holder of the global debentures for all purposes under the New
Indenture and the new debentures. Except as we mentioned earlier in this
section, participants or indirect participants will not:

  .   Be entitled to have debentures or book-entry interests registered in
      their names;

  .   Receive or be entitled to receive physical delivery, of debentures or
      book-entry interests in definitive bearer or registered form; or

  .   Be considered the owners or holders of the debentures or book-entry
      interests under the New Indenture.

   Accordingly, each person owning a book-entry interest must rely on the
procedures of the book-entry depositary and DTC to exercise any rights and
remedies of a holder under the New Indenture. If a person is an indirect
participant in DTC, it must also rely on the procedures of the participant in
DTC, through which that person owns its interest. If we issue any definitive
debentures to participants or indirect participants, we will issue them in
registered form, as described above. Unless and until book-entry interests are
exchanged for definitive registered debentures, the certificateless interest
that DTC holds may not be transferred except as a whole between DTC or
nominees of DTC, between nominees of DTC by DTC, or any such nominee to a
successor of DTC or a successor of such nominee.

Payments on the Global Debentures

   We will make any payments we owe in respect of the global debentures
through one or more paying agents to the book-entry depositary as the holder
of the global debentures. The paying agent will be appointed under the New
Indenture, and initially the paying agent will be the trustee for the new
debentures. Payment by us to the holder of the relevant debentures will
validly discharge the relevant payment obligation in respect of those
debentures for all purposes. All amounts payable under the debentures will be
payable in United States dollars. Upon receipt of any payment amounts in
respect of the global debentures, the book-entry depositary will pay those
amounts to DTC or its nominee in proportion to their interests, as shown on
the book-entry depositary's records.

   We expect that when DTC or its nominee receives any payment made in respect
of the global debentures, it will credit its participants' accounts with those
payments in amounts proportionate to the participants' respective interest in
the principal amount of that global debenture as shown on the records of DTC
or its nominee. We expect that payments by participants to owners of book-
entry interests held through those participants will be governed by standing
customer instructions and customary practices, as is now the case with the
securities held for the account of customers in bearer form or registered in
street name, and will be the responsibility of such participants.

   Neither we, the trustee, the book-entry depositary, nor any paying agent
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of book-entry interests or for
maintaining, supervising or reviewing all records relating to such book-entry
interests or beneficial ownership interests.

   Investors may be subject to foreign exchange risks as to payments of
principal and interest that may have important economic and tax consequences
to them.

Redemption of Global Debentures

   In the event that we redeem any global debenture, or any portion of it, the
book-entry depositary will, through DTC, redeem, from the amount it receives
in respect of the redemption of that global debenture, an equal amount of the
book-entry interests in that global debenture. The redemption price payable in
connection with the redemption of the book-entry interest will be equal to the
amount the book-entry depositary receives in

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connection with the redemption of the global debenture, or any portion of it.
We understand that under existing DTC practices, if fewer than all of the
global debentures are to be redeemed at any time, DTC will credit new
debenture participants' accounts on a proportionate basis or by lot or on such
other basis as DTC deems fair and appropriate. However, no beneficial
interests of less than $1,000 in principal amount at maturity may be redeemed
in part.

Transfers

   J.P. Morgan Trust Company, National Association has agreed that the global
debentures will not be transferred except to the successor to the book-entry
depositary.

   All transfers of book-entry interests between participants in DTC will be
effected by DTC pursuant to customary procedures established by DTC and its
participants.

Action by Owners of Book-Entry Interests

   As soon as practicable after the book-entry depositary receives notice of
any solicitation of consents or request for a waiver of other action by the
holders of new debentures, or of any offer to purchase the new debentures upon
a change of control, the book-entry depositary will mail to DTC a notice
containing:

  .   the information contained in the notice the book-entry depositary
      received;

  .   a statement that at the close of business on a specified record date
      DTC will be entitled to instruct the book-entry depositary as to the
      consent, waiver or other action, if any, pertaining to those new
      debentures; and

  .   a statement as to the manner in which those instructions may be given.

   In addition, the book-entry depositary will forward to DTC all materials
pertaining to any such solicitation, request, offer or other action. Upon the
written request of DTC, the book-entry depositary will take all reasonable
steps regarding the requested consent, waiver, offer or other action in
respect of the new debentures in accordance with any instructions set forth in
the request. DTC may grant proxies or otherwise authorize DTC participants or
indirect participants to provide such instructions to the book-entry
depositary so that it may exercise any rights of a holder or take any other
actions which a holder is entitled to take under the New Indenture.

   Under its usual procedures, DTC would mail an omnibus proxy to us and the
book-entry depositary assigning Euroclear's and Clearstream's consenting or
voting rights to those DTC participants to whose accounts such book-entry
interests are credited on a record date. It would mail the omnibus proxy as
soon as possible after that record date. The book-entry depositary will not
exercise any discretion in granting consents or waivers or taking any other
action relating to the New Indenture.

   We understand that DTC will take any action that a holder of new debentures
is permitted to take, including the presentation of debentures for exchange as
described above, only:

  .   At the direction of one or more participants to whose account the DTC
      interests in the global debentures are credited; and

  .   In respect of the portion of the aggregate principal amount of
      debentures as to which the participant or participants has or have
      given direction.

Reports

   The book-entry depositary will immediately send to DTC a copy of any
notices, reports and other communications received relating to us, the
debentures or the book-entry interests.

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Notices

   So long as the new debentures are listed on the New York Stock Exchange or
other national exchange, all notices to holders of the new debentures,
including any notices with respect to the redemption of all or a portion of
the new debentures by us or notices with respect to the redemption of all or a
portion of the new debentures by us or notices with respect to this exchange
offer, will be given by publication in a daily newspaper in New York City or
appropriate city.

Business Day

   If the day for any payment of principal, premium, if any, or interest is
not a business day in the location of each payment agent, that payment will be
made on the next following day that is a business day in each location.

Action by Book-Entry Depositary

   If a default occurs with respect to the debentures, or in connection with
any other right of the holder of a global debenture under the New Indenture,
and if the DTC so requests in writing, the book-entry depositary will take any
action as will be requested in that notice. The book-entry depositary must be
offered reasonable security or indemnity, against the costs, expenses and
liabilities that might be incurred by it in compliance with such request by
the owners of book-entry interests.

Resignation of Book-Entry Depositary

   The book-entry depositary may resign at any time as book-entry depositary
by written notice to us and DTC. This resignation would become effective upon
the appointment of a successor book-entry depositary, in which case the global
debentures will be delivered to that successor. If we have not appointed a
successor within 90 days, the book-entry depositary may request that we issue
definitive registered debentures as described earlier in this section.

   If at any time DTC is unwilling or unable to continue as a depositary for
the book-entry interests and we do not appoint a successor depositary within
90 days, DTC may request that we issue definitive registered debentures in
exchange for the book-entry interests.

Expenses of Book-Entry Depositary

   We have agreed to indemnify the book-entry depositary against certain
liabilities incurred by it and pay the charges of the book-entry depositary as
agreed between us and the book-entry depositary.

Amendment and Termination of the Deposit Agreement

   We and the book-entry depositary may amend the deposit agreement without
notice to or consent of DTC or any owner of a book-entry interest to:

  .   cure any ambiguity, defect or inconsistency, so long as such amendment
      or supplement does not adversely affect the rights of DTC or any holder
      of book-entry interests;

  .   evidence the succession of another person to us, when a similar
      amendment with respect to the New Indenture is being executed, and the
      assumption by any such successor of our covenants in the New Indenture;

  .   evidence or provide for a successor book-entry depositary;

  .   make any amendment, change or supplement that does not adversely affect
      DTC or any owner of book-entry interests;

  .   add to our covenants or the covenants of the book-entry depositary;

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  .   add a guarantor when a guarantor is made a party, to the New Indenture
      pursuant to the New Indenture; or

  .   comply with the United States federal securities laws.

   Except as provided in the relevant deposit agreement, no amendment that
adversely affects DTC, and no amendment that adversely affects the holders of
book-entry interests may be made without the consent of a majority of the
aggregate principal amount of book-entry interests outstanding in respect of
the new debentures. Upon the issuance of definitive registered debentures in
exchange for book-entry interests constituting the entire principal amount of
new debentures, the deposit agreement will terminate. The deposit agreement
may be terminated upon the resignation of the book-entry depositary if we do
not appoint a successor within 90 days as described earlier in this section.

Information Concerning DTC, Euroclear and Clearstream

   We understand as follows with respect to DTC, Euroclear and Clearstream:

   DTC is:

  .   a limited purpose trust company organized under the New York Banking
      Law;

  .   a banking organization within the meaning of the New York Banking Law;

  .   a member of the Federal Reserve System;

  .   a clearing corporation within the meaning of the New York Uniform
      Commercial Code; and

  .   a clearing agency registered pursuant to the provisions of Section 17A
      of the Securities Exchange Act of 1934.

   DTC was created to hold securities of its participants and to facilitate
the clearance and settlement of transactions among its participants in those
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC participants include securities brokers and dealers,
including the initial purchasers, banks, trust companies, clearing
corporations and certain other organizations, some of whom own DTC. Access to
the DTC book-entry system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.

   Because DTC can only act on behalf of participants, who in turn act on
behalf of indirect participants and certain banks, the ability of an owner of
a book-entry interest to pledge its interest to persons or entities that do
not participate in the DTC system, or otherwise take actions in respect of its
interest, may be limited by the lack of a definitive certificate for such
interest. The laws of some states require that some persons take physical
delivery of securities in definitive form. Consequently, the ability to
transfer book-entry interests to those persons may be limited. In addition,
beneficial owners of book-entry interests through the DTC system will receive
distributions attributable to the global debentures only through DTC
participants.

   Euroclear and Clearstream hold securities for participating organizations
and facilitate the clearance and settlement of securities transactions between
their respective participants through electronic book-entry changes in
accounts of such participants. Euroclear and Clearstream provide to their
participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. As participants in DTC, Euroclear and Clearstream
provide an interface between non-U.S. investors and the United States
securities markets. Euroclear and Clearstream participants are financial
institutions such as underwriters, securities brokers and dealers, banks,
trust companies and certain other organizations. Indirect access to Euroclear
or Clearstream is also available to others such as banks, brokers, dealers and
trust companies that clear through or maintain a custodian relationship with a
Euroclear or Clearstream participant, either directly or indirectly.

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Global Clearance and Settlement Under Book-Entry System

   Initial settlement. Initial settlement for the new debentures will be made
in United States dollars.

   Book-entry interests owned through DTC, other than through accounts at
Euroclear or Clearstream, will follow the settlement applicable to United
States corporate debt obligations. The securities custody accounts of
investors will be credited with their holdings against payment in same-day
funds on the settlement date.

   Book-entry interests owned through Euroclear or Clearstream accounts will
follow the settlement procedures applicable to conventional eurobonds in
registered form. Book-entry interests will be credited to the securities
custody accounts of Euroclear and Clearstream holders on the business day
following the settlement date against payment for value on the settlement
date.

   Secondary market trading. The book-entry interests will trade in DTC's
Same-Day Funds Settlement System, and secondary market trading activity in
such book-entry interests will therefore settle in same-day funds.

   Since the purchaser determines the place of delivery, it is important to
establish at the time of trading of any book-entry interests where both the
purchaser's and seller's accounts are located to ensure that settlement can be
made on the desired value date.

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            MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

Introductory Notes

   The following discussion summarizes the material Federal income tax
considerations of the exchange offer and the ownership and disposition of the
new debentures, Series B preferred stock and common stock. This discussion is
based on current law. The discussion is not exhaustive of all possible tax
considerations and does not give a detailed discussion of any state, local, or
foreign tax considerations. It also does not discuss all of the aspects of
Federal income taxation that may be relevant to a prospective debentureholder
or stockholder in light of his or her particular circumstances or to certain
types of stockholders or debentureholders (including insurance companies, tax-
exempt entities, financial institutions or broker dealers, foreign
corporations and persons who are not citizens or residents of the United
States) who are subject to special treatment under the Federal income tax
laws.

   EACH PERSON CONSIDERING TENDERING AN OLD DEBENTURE FOR EITHER NEW
DEBENTURES OR SERIES B PREFERRED STOCK IS ADVISED TO CONSULT WITH HIS OR HER
OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO HIM OR HER OF THE
ACQUISITION, OWNERSHIP AND SALE OF SECURITIES OF AN ENTITY ELECTING TO BE
TAXED AS A REAL ESTATE INVESTMENT TRUST, INCLUDING THE FEDERAL, STATE, LOCAL,
FOREIGN, AND OTHER TAX CONSEQUENCES OF SUCH ACQUISITION, OWNERSHIP, SALE, AND
ELECTION AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

Taxation of Us as a REIT

   General. We have elected to be taxed as a REIT under Sections 856 through
859 of the Code, commencing with our taxable year which ended December 31,
1987. Our qualification and taxation as a REIT depends upon our ability to
meet on a continuing basis, through actual annual operating results,
distribution levels and diversity of stock ownership, the various
qualification tests and organizational requirements imposed under the Code, as
discussed below. We believe that we are organized and have operated in such a
manner as to qualify under the Code for taxation as a REIT since our
inception, and we intend to continue to operate in such a manner. No
assurances, however, can be given that we will operate in a manner so as to
qualify or remain qualified as a REIT. See "--Failure to Qualify" below.

   The following is a general summary of the material Code provisions that
govern the Federal income tax treatment of a REIT and its stockholders. These
provisions of the Code are highly technical and complex. This summary is
qualified in its entirety by the applicable Code provisions, the regulations
promulgated thereunder ("Treasury Regulations"), and administrative and
judicial interpretations thereof.

   Qualification and taxation as a REIT depends upon our ability to meet on a
continuing basis, through actual annual operating results, the various
requirements under the Code described in this prospectus with regard to, among
other things, the sources of our gross income, the composition of our assets,
our distribution levels, and our diversity of stock ownership. While we intend
to operate so that we qualify as a REIT, given the highly complex nature of
the rules governing REITs, the ongoing importance of factual determinations,
and the possibility of future changes in our circumstances, no assurance can
be given that we satisfy all of the tests for REIT qualification or will
continue to do so.

   If we qualify for taxation as a REIT, we generally will not be subject to
Federal corporate income taxes on net income that we currently distribute to
stockholders. This treatment substantially eliminates the "double taxation"
(at the corporate and stockholder levels) that generally results from
investment in a corporation.

   Notwithstanding our REIT election, however, we will be subject to Federal
income tax in the following circumstances. First, we will be taxed at regular
corporate rates on any undistributed taxable income, including undistributed
net capital gains, provided, however, that properly designated undistributed
capital gains will effectively avoid taxation at the stockholder level.
Second, under certain circumstances, we may be subject to

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the "alternative minimum tax" on any items of tax preference and alternative
minimum tax adjustments. Third, if we have (i) net income from the sale or
other disposition of "foreclosure property" (which is, in general, property
acquired by foreclosure or otherwise on default of a loan secured by the
property) that is held primarily for sale to customers in the ordinary course
of business or (ii) other nonqualifying income from foreclosure property, we
will be subject to tax at the highest corporate rate on such income. Fourth,
if we have net income from prohibited transactions (which are, in general,
certain sales or other dispositions of property (other than foreclosure
property) held primarily for sale to customers in the ordinary course of
business), such income will be subject to a 100% tax on prohibited
transactions. Fifth, if we should fail to satisfy the 75% gross income test or
the 95% gross income test (as discussed below), and have nonetheless
maintained our qualification as a REIT because certain other requirements have
been met, we will be subject to a 100% tax equal to the gross income
attributable to the greater of either (i) the amount by which 75% of our gross
income exceeds the amount qualifying under the 75% test for the taxable year
or (ii) the amount by which 90% of our gross income exceeds the amount of our
income qualifying under the 95% test for the taxable year, multiplied in
either case by a fraction intended to reflect our profitability. Sixth, if we
should fail to distribute during each calendar year at least the sum of (i)
85% of our REIT ordinary income for such year; (ii) 95% of our REIT capital
gain net income for such year (for this purpose such term includes capital
gains which we elect to retain but which we report as distributed to our
stockholders. See "--Annual Distribution Requirements" below); and (iii) any
undistributed taxable income from prior years, we would be subject to a 4%
excise tax on the excess of such required distribution over the amounts
actually distributed. Seventh, if we acquire any asset from a C corporation
(i.e., a corporation generally subject to full corporate level tax) in a
transaction in which the basis of the asset in our hands is determined by
reference to the basis of the asset (or any other property) in the hands of
the C corporation, and we recognize gain on the disposition of such asset
during the 10-year period beginning on the date on which such asset was
acquired by us, then, to the extent of such property's built-in gain (the
excess of the fair market value of such property at the time of acquisition by
us over the adjusted basis of such property at such time), such gain will be
subject to tax at the highest regular corporate rate applicable assuming that
we made or would make an election pursuant to Notice 88-19 or Treasury
Regulations that were promulgated in 2000 and repromulgated in 2001. Eighth,
we would be subject to a 100% penalty tax on amounts received (or on certain
expenses deducted by a taxable REIT subsidiary) if arrangements among us, our
tenants and a taxable REIT subsidiary were not comparable to similar
arrangements among unrelated parties.

Requirements for Qualification

   The Code defines a REIT as a corporation, trust or association (i) which is
managed by one or more trustees or directors; (ii) the beneficial ownership of
which is evidenced by transferable shares or by transferable certificates of
beneficial interest; (iii) which would be taxable as a domestic corporation
but for Code Sections 856 through 859; (iv) which is neither a financial
institution nor an insurance company subject to certain provisions of the
Code; (v) the beneficial ownership of which is held by 100 or more persons;
(vi) of which not more than 50% in value of the outstanding capital stock is
owned, directly or indirectly, by five or fewer individuals (as defined in the
Code to include certain entities) during the last half of each taxable year
after applying certain attribution rules; (vii) that makes an election to be
treated as a REIT for the current taxable year or has made an election for a
previous taxable year which has not been revoked; and (viii) which meets
certain other tests, described below, regarding the nature of its income and
assets. The Code provides that conditions (i) through (iv), inclusive, must be
met during the entire taxable year and that condition (v) must be met during
at least 335 days of a taxable year of 12 months, or during a proportionate
part of a taxable year of less than 12 months. Condition (vi) must be met
during the last half of each taxable year other than the first taxable year
for which an election to become a REIT is made. For purposes of determining
stock ownership under condition (vi), a supplemental unemployment compensation
benefits plan, a private foundation or a portion of a trust permanently set
aside or used exclusively for charitable purposes generally is considered an
individual. However, a trust that is a qualified trust under Code Section
401(a) generally is not considered an individual, and beneficiaries of a
qualified trust are treated as holding shares of a REIT in proportion to their
actuarial interests in the trust for purposes of condition (vi). Conditions
(v) and (vi) do not apply until after the first taxable year for which an
election is made to be taxed as a REIT. We have issued sufficient common stock
with sufficient

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diversity of ownership to allow us to satisfy requirements (v) and (vi). In
addition, our Charter contains restrictions regarding the transfer of our
stock and the issuance of excess stock intended to assist in continuing to
satisfy the stock ownership requirements described in (v) and (vi) above. See
"Description of Capital Stock." These restrictions, however, may not ensure
that we will be able to satisfy these stock ownership requirements. If we fail
to satisfy these stock ownership requirements, we will fail to qualify as a
REIT.

   In addition, a corporation may not elect to become a REIT unless its
taxable year is the calendar year. Our taxable year is the calendar year.

   To qualify as a REIT, we cannot have at the end of any taxable year any
undistributed earnings and profits that are attributable to a non-REIT taxable
year. We believe that we have complied with this requirement. In particular,
we should not succeed to the earnings and profits of Sizeler Real Estate
Management Co., Inc. as a result of our acquisition of that entity in October
2001 because we intend to make a Code Section 338(h)(10) election, which will
cause us to be treated as acquiring the assets rather than the stock of such
entity.

   For our tax years beginning prior to January 1, 1998, pursuant to
applicable Treasury Regulations, to be taxed as a REIT, we were required to
maintain certain records and request on an annual basis certain information
from our stockholders designed to disclose the actual ownership of our
outstanding shares. We have complied with such requirements. For our tax years
beginning January 1, 1998 and after, these records and informational
requirements are no longer a condition to REIT qualification. Instead, a
monetary penalty will be imposed for failure to comply with these
requirements. If we comply with these regulatory rules, and we do not know, or
exercising reasonable diligence would not have known, whether we failed to
meet requirement (vi) above, we will be treated as having met the requirement.

Qualified REIT Subsidiaries

   If a REIT owns a corporate subsidiary that is a "qualified REIT
subsidiary," the separate existence of that subsidiary will be disregarded for
federal income tax purposes. Generally, a qualified REIT subsidiary is a
corporation, other than a taxable REIT subsidiary, all of the capital stock of
which is owned by the REIT. All assets, liabilities and items of income,
deduction and credit of the qualified REIT subsidiary will be treated as
assets, liabilities and items of income, deduction and credit of the REIT
itself. A qualified REIT subsidiary of ours will not be subject to federal
corporate income taxation, although it may be subject to state and local
taxation in some states.

Taxable REIT Subsidiaries

   A "taxable REIT subsidiary" is an entity taxable as a corporation in which
we own stock and that elects with us to be treated as a taxable REIT
subsidiary under Section 856(l) of the Code. In addition, if one of our
taxable REIT subsidiaries owns, directly or indirectly, securities
representing more than 35% of the vote or value of a subsidiary corporation,
that subsidiary will also be treated as a taxable REIT subsidiary of ours. A
taxable REIT subsidiary is subject to federal income tax, and state and local
income tax where applicable, as a regular "C" corporation.

   Generally, a taxable REIT subsidiary can perform impermissible tenant
services without causing us to receive impermissible tenant services income
under the REIT income tests. However, several provisions regarding the
arrangements between a REIT and its taxable REIT subsidiaries ensure that a
taxable REIT subsidiary will be subject to an appropriate level of federal
income taxation. For example, a taxable REIT subsidiary is limited in its
ability to deduct interest payments made to us. In addition, we will be
obligated to pay a 100% penalty tax on some payments that we receive or on
certain expenses deducted by the taxable REIT subsidiary if the economic
arrangements among us, our tenants and the taxable REIT subsidiary are not
comparable to similar arrangements among unrelated parties. We currently do
not have any taxable REIT subsidiaries.

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Income Tests

   In order for us to maintain qualification as a REIT, certain separate
percentage tests relating to the source of our gross income must be satisfied
annually. First, at least 75% of our gross income (excluding gross income from
prohibited transactions) for each taxable year must be derived directly or
indirectly from investments relating to real property or mortgages on real
property (including "rents from real property," gain, and, in certain
circumstances, interest) or from certain types of temporary investments.
Second, at least 95% of our gross income (excluding gross income from
prohibited transactions) for each taxable year must be derived from such real
property investments described above, dividends, interest and gain from the
sale or disposition of stock or securities, some payments under hedging
instruments, or from any combination of the foregoing.

   Rents received by us will qualify as "rents from real property" in
satisfying the above gross income tests only if several conditions are met.
First, the amount of rent must not be based in whole or in part on the income
or profits of any person. However, amounts received or accrued generally will
not be excluded from "rents from real property" solely by reason of being
based on a fixed percentage or percentages of receipts or sales.

   Second, rents received from a tenant will not qualify as "rents from real
property" if we, or a direct or indirect owner of 10% or more of our stock,
actually or constructively owns 10% or more of such tenant (a "Related Party
Tenant"). We may, however, lease our properties to a taxable REIT subsidiary
and rents received from that subsidiary will not be disqualified from being
"rents from real property" by reason of our ownership interest in the
subsidiary if at least 90% of the property in question is leased to unrelated
tenants and the rent paid by the taxable REIT subsidiary is substantially
comparable to the rent paid by the unrelated tenants for comparable space.

   Third, if rent attributable to personal property that is leased in
connection with a lease of real property is greater than 15% of the total rent
received under the lease, then the portion of rent attributable to such
personal property will not qualify as "rents from real property." Under prior
law, this 15% test was based on relative adjusted tax basis of both the real
and personal property. For taxable years beginning after December 31, 2000,
the test is based on relative fair market value of the real and personal
property.

   Generally, for rents to qualify as "rents from real property" for the
purposes of the gross income tests, we are only allowed to provide services
that are both "usually or customarily rendered" in connection with the rental
of real property and not otherwise considered "rendered to the occupant."
Income received from any other service will be treated as "impermissible
tenant service income" unless the service is provided through an independent
contractor that bears the expenses of providing the services and from whom we
derive no revenue or through a taxable REIT subsidiary, subject to specified
limitations. The amount of impermissible tenant service income we receive is
deemed to be the greater of the amount actually received by us or 150% of our
direct cost of providing the service. If the impermissible tenant service
income exceeds 1% of our total income from a property, then all of the income
from that property will fail to qualify as rents from real property. If the
total amount of impermissible tenant service income from a property does not
exceed 1% of our total income from that property, the income will not cause
the rent paid by tenants of that property to fail to qualify as rents from
real property, but the impermissible tenant service income itself will not
qualify as rents from real property.

   If we fail to satisfy one or both of the 75% or 95% gross income tests for
any taxable year, we may nevertheless qualify as a REIT for such year if we
are entitled to relief under certain provisions of the Code. These relief
provisions generally will be available if our failure to meet such tests was
due to reasonable cause and not due to willful neglect, if we attach a
schedule of the sources of our income to our federal income tax return for
such years, and if any incorrect information on the schedules was not due to
fraud with intent to evade tax. It is not possible, however, to state whether
in all circumstances we would be entitled to the benefit of these relief
provisions. As discussed above in "--Taxation of Us as a REIT," even if these
relief provisions were to apply, a tax would be imposed with respect to the
excess net income.

Asset Tests

   At the close of each quarter of our taxable year, we must satisfy six tests
relating to the nature of our assets.

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   1. At least 75% of the value of our total assets must be represented by
"real estate assets," cash, cash items and government securities. Our real
estate assets include, for this purpose, our allocable share of real estate
assets held by the partnerships in which we own an interest, and the non-
corporate subsidiaries of these partnerships, as well as stock or debt
instruments held for less than one year purchased with the proceeds of an
offering of shares or long term debt.

   2. Not more than 25% of our total assets may be represented by securities,
other than those in the 75% asset class.

   3. Except for certain investments in REITs, qualified REIT subsidiaries,
and taxable REIT subsidiaries, the value of any one issuer's securities owned
by us may not exceed 5% of the value of our total assets.

   4. Except for certain investments in REITs, qualified REIT subsidiaries and
taxable REIT subsidiaries, we may not own more than 10% of any one issuer's
outstanding voting securities.

   5. Except for certain investments in REITs, qualified REIT subsidiaries and
taxable REIT subsidiaries, we may not own more than 10% of the total value of
the outstanding securities of any one issuer, other than securities that
qualify as "straight debt" under the Internal Revenue Code.

   6. Not more than 20% of our total assets may be represented by the
securities of one or more taxable REIT subsidiaries.

   For purposes of these asset tests, any shares of qualified REIT
subsidiaries are not taken into account, and any assets owned by the qualified
REIT subsidiary are treated as owned directly by the REIT.

   Securities, for purposes of the asset tests, may include debt we hold.
However, debt we hold in an issuer will not be taken into account for purposes
of the 10% value test if the debt securities meet the "straight debt" safe
harbor and either (1) the issuer is an individual, (2) the only securities of
the issuer that we hold are straight debt or (3) if the issuer is a
partnership, we hold at least a 20 percent profits interest in the
partnership. Debt will meet the "straight debt" safe harbor if the debt is a
written unconditional promise to pay on demand or on a specified date a sum
certain in money (1) which is not convertible, directly or indirectly, into
stock and (2) the interest rate (or the interest payment dates) of which is
not contingent on the profits, the borrower's discretion or similar factors.

   With respect to each issuer in which we currently own an interest that does
not qualify as a REIT, a qualified REIT subsidiary or a taxable REIT
subsidiary, we believe that our pro rata share of the value of the securities,
including unsecured debt, of any such issuer does not exceed 5% of the total
value of our assets and that we comply with the 10% voting securities
limitation and 10% value limitation (taking into account the "straight debt"
exceptions with respect to certain issuers). With respect to our compliance
with each of these asset tests, however, we cannot provide any assurance that
the Internal Revenue Service might not disagree with our determinations.

   After initially meeting the asset tests after the close of any quarter, we
will not lose our status as a REIT if we fail to satisfy the 25%, 20% or 5%
asset tests or the 10% value limitation at the end of a later quarter solely
by reason of changes in the relative values of our assets. If the failure to
satisfy the 25%, 20%, or 5% asset tests or the 10% value limitation results
from an increase in the value of our assets after the acquisition of
securities or other property during a quarter, the failure can be cured by a
disposition of sufficient non-qualifying assets within 30 days after the close
of that quarter. We have maintained and intend to continue to maintain
adequate records of the value of our assets to ensure compliance with the
asset tests and to take any available actions within 30 days after the close
of any quarter as may be required to cure any noncompliance with the 25%, 20%,
or 5% asset tests or the 10% value limitation. We cannot ensure that these
steps always will be successful. If we were to fail to cure the noncompliance
with the asset tests within this 30 day period, we could fail to qualify as a
REIT.

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Annual Distribution Requirements

   We, in order to qualify as a REIT, are required to distribute dividends
(other than capital gain dividends) to our stockholders in an amount at least
equal to (i) the sum of (a) 90% of our "REIT taxable income" (computed without
regard to the dividends paid deduction and our net capital gain) and (b) 90%
of the net income (after tax), if any, from foreclosure property, minus (ii)
the sum of certain items of noncash income. Such distributions generally must
be paid in the taxable year to which they relate. Dividends may be paid in the
following year in two circumstances. First, dividends may be declared in the
following year if the dividends are declared before we timely file our tax
return for the year and if made before the first regular dividend payment made
after such declaration. Second, if we declare a dividend in October, November
or December of any year with a record date in one of these months and pay the
dividend on or before January 31 of the following year, we will be treated as
having paid the dividend on December 31 of the year in which the dividend was
declared. To the extent that we do not distribute all of our net capital gain
or distribute at least 90%, but less than 100%, of our "REIT taxable income,"
as adjusted, we will be subject to tax on the nondistributed amount at regular
capital gains and ordinary corporate tax rates. Furthermore, if we should fail
to distribute during each calendar year at least the sum of (i) 85% of our
REIT ordinary income for such year; (ii) 95% of our REIT capital gain income
for such year; and (iii) any undistributed taxable income from prior periods,
we will be subject to a 4% excise tax on the excess of such required
distribution over the amounts actually distributed.

   We may elect to retain and pay tax on net long-term capital gains and
require our stockholders to include their proportionate share of such
undistributed net capital gains in their income. If we make such election,
stockholders would receive a tax credit attributable to their share of the
capital gains tax paid by us, and would receive an increase in the basis of
their shares in us in an amount equal to the stockholder's share of the
undistributed net long-term capital gain reduced by the amount of the credit.
Further, any undistributed net long-term capital gains that are included in
the income of our stockholders pursuant to this rule will be treated as
distributed for purposes of the 4% excise tax.

   We have made and intend to continue to make timely distributions sufficient
to satisfy the annual distribution requirements. It is possible, however, that
we, from time to time, may not have sufficient cash or liquid assets to meet
the distribution requirements due to timing differences between the actual
receipt of income and actual payment of deductible expenses and the inclusion
of such income and deduction of such expenses in arriving at our taxable
income, or if the amount of nondeductible expenses such as principal
amortization or capital expenditures exceeds the amount of noncash deductions.
In the event that such timing differences occur, in order to meet the
distribution requirements, we may arrange for short-term, or possibly
long term, borrowing to permit the payment of required dividends. If the
amount of nondeductible expenses exceeds noncash deductions, we may refinance
our indebtedness to reduce principal payments and may borrow funds for capital
expenditures.

   Under certain circumstances, we may be able to rectify a failure to meet
the distribution requirement for a year by paying "deficiency dividends" to
stockholders in a later year that may be included in our deduction for
dividends paid for the earlier year. Thus, we may avoid being taxed on amounts
distributed as deficiency dividends; however, we will be required to pay
interest to the Internal Revenue Service based upon the amount of any
deduction taken for deficiency dividends.

Failure to Qualify

   If we fail to qualify for taxation as a REIT in any taxable year and no
relief provisions apply, we will be subject to tax (including any applicable
alternative minimum tax) on our taxable income at regular corporate rates.
Distributions to stockholders in any year in which we fail to qualify will not
be deductible by us, nor will such distributions be required to be made. In
such event, to the extent of current and accumulated earnings and profits, all
distributions to stockholders will be taxable as ordinary income, and, subject
to certain limitations in the Code, corporate distributees may be eligible for
the dividends received deduction. Unless entitled to relief under specific
statutory provisions, we will also be disqualified from taxation as a REIT for
the four taxable

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years following the year during which qualification was lost. It is not
possible to state whether in all circumstances we would be entitled to such
statutory relief.

Tax Aspects of Our Investments in Partnerships

   General. Many of our investments are held through subsidiary partnerships
and limited liability companies in which we own a 99% interest and a third
party owns a 1% interest. This structure may involve special tax
considerations. These tax considerations include the following:

  .  the status of each subsidiary partnership and limited liability company
     as a partnership (as opposed to an association taxable as a corporation)
     for income tax purposes; and

  .  the taking of actions by any of the subsidiary partnerships or limited
     liability companies that could adversely affect our qualification as a
     REIT.

   We believe that each of the subsidiary partnerships and each of the limited
liability companies that are not disregarded entities for federal income tax
purposes will be treated for tax purposes as partnerships (and not as
associations taxable as corporations). If any of the partnerships were to be
treated as a corporation, it would be subject to an entity level tax on its
income. In such a situation, the character of our assets and items of gross
income would change, which could preclude us from satisfying the asset tests
and possibly the income tests, and in turn prevent us from qualifying as a
REIT. In addition, if any of the partnerships were treated as a corporation,
it is likely that we would hold more than 10% of the voting power or value of
the entity and would fail to qualify as a REIT. See "--Asset Tests."

   A REIT that is a partner in a partnership will be deemed to own its
proportionate share of the assets of the partnership and will be deemed to
earn its proportionate share of the partnership's income. In addition, the
assets and gross income of the partnership retain the same character in the
hands of the REIT for purposes of the gross income and asset tests applicable
to REITs. Thus, our proportionate share of the assets and items of income of
each subsidiary partnership and limited liability company that is treated as a
partnership for federal income tax purposes is treated as our assets and items
of income for purposes of applying the asset and income tests. We have control
over all of the subsidiaries that are treated as partnerships for federal
income tax purposes and intend to operate them in a manner that is consistent
with the requirements for our qualification as a REIT.

Taxation of Stockholders

   Taxation of Taxable U.S. Stockholders.

   As used in the remainder of this discussion, the term "U.S. Stockholder"
means a beneficial owner of common stock that is for United States federal
income tax purposes:

  .  a citizen or resident, as defined in Section 7701(b) of the Code, of the
     United States;

  .  a corporation or partnership, or other entity treated as a corporation
     or partnership for federal income tax purposes, created or organized in
     or under the laws of the United States or any state or the District of
     Columbia;

  .  an estate the income of which is subject to United States federal income
     taxation regardless of its source; or

  .  in general, a trust subject to the primary supervision of a United
     States court and the control of one or more United States persons.

   Generally, in the case of a partnership that holds our common stock, any
partner that would be a U.S. Stockholder if it held the common stock directly
is also a U.S. Stockholder.

   As long as we qualify as a REIT, distributions made to our taxable U.S.
Stockholders out of current or accumulated earnings and profits (and not
designated as capital gain dividends or retained capital gains) will be

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taken into account by them as ordinary income, and corporate stockholders will
not be eligible for the dividends received deduction as to such amounts.
Distributions in excess of current and accumulated earnings and profits will
not be taxable to a stockholder to the extent that they do not exceed the
adjusted basis of such stockholder's common stock, but rather will reduce the
adjusted basis of such shares as a return of capital. To the extent that such
distributions exceed the adjusted basis of a stockholder's common stock, they
will be included in income as long-term capital gain (or short-term capital
gain if the shares have been held for one year or less), assuming the shares
are a capital asset in the hands of the stockholder. In addition, any dividend
declared by us in October, November or December of any year payable to a
stockholder of record on a specific date in any such month shall be treated as
both paid by us and received by the stockholder on December 31 of such year,
provided that the dividend is actually paid by us during January of the
following calendar year. For purposes of determining what portion of a
distribution is attributable to current or accumulated earnings and profits,
earnings and profits will first be allocated to distributions made to holders
of the Series B preferred stock. Stockholders may not include in their
individual income tax returns any net operating losses or capital losses of
ours.

   In general, any gain or loss realized upon a taxable disposition of shares
by a stockholder who is not a dealer in securities will be treated as a long-
term capital gain or loss if the shares have been held for more than one year,
otherwise as short-term capital gain or loss. However, any loss upon a sale or
exchange of common stock by a stockholder who has held such shares for six
months or less (after applying certain holding period rules) will be treated
as long-term capital loss to the extent of distributions from us required to
be treated by such stockholder as long-term capital gain.

   Distributions that we properly designate as capital gain dividends will be
taxable to stockholders as gains (to the extent that they do not exceed our
actual net capital gain for the taxable year) from the sale or disposition of
a capital asset held for greater than one year. If we designate any portion of
a dividend as a capital gain dividend, a U.S. Stockholder will receive an
Internal Revenue Service Form 1099-DIV indicating the amount that will be
taxable to the stockholder as capital gain. However, stockholders that are
corporations may be required to treat up to 20% of certain capital gain
dividends as ordinary income. A portion of capital gain dividends received by
noncorporate taxpayers may be subject to tax at a 25% rate to the extent
attributable to certain gains realized on the sale of real property. In
addition, noncorporate taxpayers are generally taxed at a maximum rate of 20%
on net long-term capital gain (generally, the excess of net long-term capital
gain over net short-term capital loss) attributable to gains realized on the
sale of property held for greater that one year.

   Distributions we make and gain arising from the sale or exchange by a
stockholder of shares of our stock will not be treated as passive activity
income, and, as a result, stockholders generally will not be able to apply any
"passive losses" against such income or gain. Distributions we make (to the
extent they do not constitute a return of capital) generally will be treated
as investment income for purposes of computing the investment interest
limitation. Gain arising from the sale or other disposition of our stock (or
distributions treated as such) will not be treated as investment income under
certain circumstances.

   Upon any taxable sale or other disposition of our stock, a U.S. Stockholder
will recognize gain or loss for federal income tax purposes on the disposition
of our stock in an amount equal to the difference between

  .   the amount of cash and the fair market value of any property received
      on such disposition; and

  .   the U.S. Stockholder's adjusted basis in such stock for tax purposes.

   Gain or loss will be capital gain or loss if the stock has been held by the
U.S. Stockholder as a capital asset. The applicable tax rate will depend on
the stockholder's holding period in the asset (generally, if an asset has been
held for more than one year it will produce long-term capital gain) and the
stockholder's tax bracket. A U.S. Stockholder who is an individual or an
estate or trust and who has long-term capital gain or loss will be subject to
a maximum capital gain rate of 20%. U.S. Stockholders that acquire, or are
deemed to acquire, stock after December 31, 2000 and who hold the stock for
more than five years and certain low income taxpayers may be eligible for a
lower long-term capital gains rate. However, to the extent that the capital
gain realized by a non-corporate stockholder on the sale of REIT stock
corresponds to the REIT's "unrecaptured Section 1250

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gain," such gain would be subject to tax at a rate of 25%. Stockholders are
advised to consult with their own tax advisors with respect to their capital
gain tax liability.

   Taxation of Tax-Exempt Stockholders. Provided that a tax-exempt stockholder
has not held its common stock as "debt financed property" within the meaning
of the Code, the dividend income from us will not be unrelated business
taxable income, referred to as UBTI, to a tax-exempt stockholder. Similarly,
income from the sale of our common stock will not constitute UBTI unless the
tax-exempt stockholder has held its stock as debt financed property within the
meaning of the Code or has used the common stock in a trade or business.
However, for a tax-exempt stockholder that is a social club, voluntary
employee benefit association, supplemental unemployment benefit trust, or
qualified group legal services plan exempt from federal income taxation under
Internal Revenue Code Sections 501(c)(7), (c)(9), (c)(17) and (c)(20),
respectively, or a single parent title-holding corporation exempt under
Section 501(c)(2) the income of which is payable to any of the aforementioned
tax-exempt organizations, income from an investment in us will constitute UBTI
unless the organization properly sets aside or reserves such amounts for
purposes specified in the Internal Revenue Code. These tax exempt stockholders
should consult their own tax advisors concerning these "set aside" and reserve
requirements.

   A "qualified trust" (defined to be any trust described in Code Section
401(a) and exempt from tax under Code Section 501(a)) that holds more than 10%
of the value of the shares of a REIT may be required, under certain
circumstances, to treat a portion of distributions from the REIT as UBTI. This
requirement will apply for a taxable year only if (i) the REIT satisfies the
requirement that not more than 50% of the value of its shares be held by five
or fewer individuals (the "five or fewer requirement") only by relying on a
special "look-through" rule under which shares held by qualified trust
stockholders are treated as held by the beneficiaries of such trusts in
proportion to their actuarial interests therein; and (ii) the REIT is
"predominantly held" by qualified trusts. A REIT is "predominantly held" by
qualified trusts if either (i) a single qualified trust holds more than 25% of
the value of the REIT shares, or (ii) one or more qualified trusts, each
owning more than 10% of the value of the REIT shares, hold in the aggregate
more than 50% of the value of the REIT shares. If the foregoing requirements
are met, the percentage of any REIT dividend treated as UBTI to a qualified
trust that owns more than 10% of the value of the REIT shares is equal to the
ratio of (i) the UBTI earned by the REIT (computed as if the REIT were a
qualified trust and therefore subject to tax on its UBTI) to (ii) the total
gross income (less certain associated expenses) of the REIT for the year in
which the dividends are paid. A de minimis exception applies where the ratio
set forth in the preceding sentence is less than 5% for any year.

   The provisions requiring qualified trusts to treat a portion of REIT
distributions as UBTI will not apply if the REIT is able to satisfy the five
or fewer requirement without relying on the "look-through" rule. The
restrictions on ownership of stock in our Charter should prevent application
of the foregoing provisions to qualified trusts purchasing our stock, absent a
waiver of the restrictions by the Board of Directors.

   Taxation of Non-U.S. Stockholders. The rules governing U.S. Federal income
taxation of nonresident alien individuals, foreign corporations, foreign
partnerships and other foreign stockholders (collectively, "Non-U.S.
Stockholders") are complex, and no attempt will be made herein to provide more
than a limited summary of such rules. The discussion does not consider any
specific facts or circumstances that may apply to a particular Non-U.S.
Stockholder. Prospective Non-U.S. Stockholders should consult with their own
tax advisors to determine the impact of U.S. Federal, state and local income
tax laws with regard to an investment in common stock, including any reporting
requirements.

   Distributions that are not attributable to gain from sales or exchanges by
us of U.S. real property interests and not designated by us as capital gain
dividends or retained capital gains will be treated as dividends of ordinary
income to the extent that they are made out of our current or accumulated
earnings and profits. Such distributions ordinarily will be subject to a
withholding tax equal to 30% of the gross amount of the distribution unless an
applicable tax treaty reduces such rate. However, if income from the
investment in our stock is treated as effectively connected with the Non-U.S.
Stockholder's conduct of a U.S. trade or business, the Non-U.S. Stockholder
generally will be subject to a tax at graduated rates in the same manner as
U.S. stockholders are taxed with respect to such dividends (and may also be
subject to a branch profits tax of up to 30% if the

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stockholder is a foreign corporation). We expect to withhold U.S. income tax
at the rate of 30% on the gross amount of any dividends paid to a Non-U.S.
Stockholder that are not designated as capital gain dividends, unless (i) a
lower treaty rate applies and the Non-U.S. Stockholder files an IRS Form W-
8BEN evidencing eligibility for that reduced rate is filed with us or (ii) the
Non-U.S. Stockholder files an IRS Form W-8ECI with us claiming that the
distribution is income treated as effectively connected to a U.S. trade or
business.

   Distributions in excess of our current and accumulated earnings and profits
will not be taxable to a stockholder to the extent that they do not exceed the
adjusted basis of the stockholder's stock, but rather will reduce the adjusted
basis of such shares. To the extent that such distributions exceed the
adjusted basis of a Non-U.S. Stockholder's shares, they will give rise to tax
liability if the Non-U.S. Stockholder would otherwise be subject to tax on any
gain from the sale or disposition of his or her stock as described below. We
may be required to withhold U.S. income tax at the rate of at least 10% on
distributions to Non-U.S. Stockholders that are not paid out of current or
accumulated earnings and profits unless the Non-U.S. Stockholders provide us
with withholding certificates evidencing their exemption from withholding tax.
If it cannot be determined at the time that such a distribution is made
whether or not such distribution will be in excess of current and accumulated
earnings and profits, the distribution will be subject to withholding at the
rate applicable to dividends. However, the Non-U.S. Stockholder may seek a
refund of such amounts from the Service if it is subsequently determined that
such distribution was, in fact, in excess of our current and accumulated
earnings and profits.

   For any year in which we qualify as a REIT, distributions that are
attributable to gain from sales or exchanges by us of U.S. real property
interests will be taxed to a Non-U.S. Stockholder under the provisions of the
Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"). Under FIRPTA,
these distributions are taxed to a Non-U.S. Stockholder as if such gain were
effectively connected with a U.S. business. Thus, Non-U.S. Stockholders will
be taxed on such distributions at the normal capital gain rates applicable to
U.S. stockholders (subject to applicable alternative minimum tax and a special
alternative minimum tax in the case of nonresident alien individuals). Also,
distributions subject to FIRPTA may be subject to a 30% branch profits tax in
the hands of a corporate Non U.S. Stockholder not entitled to treaty relief or
exemption. We are required by applicable Treasury Regulations to withhold 35%
of any distribution that could be designated by us as a capital gain dividend.
This amount is creditable against the Non-U.S. Stockholder's FIRPTA tax
liability.

   Gain recognized by a Non-U.S. Stockholder upon the sale or exchange of our
stock generally would not be subject to United States taxation unless:

  .   the investment in our stock is effectively connected with the Non-U.S.
      Stockholder's U.S. trade or business, in which case the Non-U.S.
      Stockholder will be subject to the same treatment as domestic
      stockholders with respect to any gain;

  .   the Non-U.S. Stockholder is a non-resident alien individual who is
      present in the United States for 183 days or more during the taxable
      year and has a tax home in the United States, in which case the non-
      resident alien individual will be subject to a 30% tax on the
      individual's net capital gains for the taxable year; or

  .   our stock constitutes a U.S. real property interest within the meaning
      of FIRPTA, as described below.

   Our stock will not constitute a United States real property interest if we
are a domestically-controlled REIT. We will be a domestically-controlled REIT
if, at all times during a specified testing period, less than 50% in value of
our stock is held directly or indirectly by Non-U.S. Stockholders.

   We believe that, currently, we are a domestically controlled REIT and,
therefore, that the sale of our stock would not be subject to taxation under
FIRPTA. Because our stock is publicly traded, however, we cannot guarantee
that we are or will continue to be a domestically-controlled REIT.

   Even if we do not qualify as a domestically-controlled REIT at the time a
Non-U.S. Stockholder sells our stock, gain arising from the sale still would
not be subject to FIRPTA tax if:

  .   the class or series of shares sold is considered regularly traded under
      applicable Treasury regulations on an established securities market,
      such as the NYSE; and

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  .   the selling Non-U.S. Stockholder owned, actually or constructively, 5%
      or less in value of the outstanding class or series of stock being sold
      throughout the five-year period ending on the date of the sale or
      exchange.

   If gain on the sale or exchange of our stock were subject to taxation under
FIRPTA, the Non-U.S. Stockholder would be subject to regular U.S. income tax
with respect to any gain in the same manner as a taxable U.S. Stockholder,
subject to any applicable alternative minimum tax and special alternative
minimum tax in the case of non-resident alien individuals.

   State and Local Taxes. We and our stockholders may be subject to state or
local taxation in various state or local jurisdictions, including those in
which we or they transact business or reside (although U.S. Stockholders who
are individuals generally should not be required to file state income tax
returns outside of their state of residence with respect to our operations and
distributions). The state and local tax treatment of us and our stockholders
may not conform to the Federal income tax consequences discussed above.
Consequently, prospective stockholders should consult their own tax advisors
regarding the effect of state and local tax laws on an investment in the
securities.

Backup Withholding Tax and Information Reporting

   U.S. Holders. In general, information-reporting requirements will apply to
certain U.S. holders to payments of dividends on our stock, OID, interest, and
payments of the proceeds of the sale of our stock and debentures, unless an
exception applies.

   The payor will be required to withhold tax on such payments at the rate of
30% (scheduled to be reduced incrementally to 28% by 2006) if (i) the payee
fails to furnish a taxpayer identification number, or TIN, to the payor or to
establish an exemption from backup withholding, or (ii) the Internal Revenue
Service notifies the payor that the TIN furnished by the payor is incorrect.

   In addition, a payor of interest on our debentures or dividends on our
stock will be required to withhold tax at a rate of 30% (scheduled to be
reduced incrementally to 28% by 2006) if (i) there has been a notified payee
under-reporting with respect to interest, dividends or original issue discount
described in Section 3406(c) of the Code, or (ii) there has been a failure of
the payee to certify under the penalty of perjury that the payee is not
subject to backup withholding under the Internal Revenue Code.

   Some holders, including corporations, may be exempt from backup
withholding. Any amounts withheld under the backup withholding rules from a
payment to a holder will be allowed as a credit against the holder's United
States Federal income tax and may entitle the holder to a refund, provided
that the required information is furnished to the Internal Revenue Service.

   Non-U.S. Holders. Generally, information reporting will apply to payments
of dividends on our stock, interest, including OID, and backup withholding
described above for a U.S. holder, unless the payee certifies that it is not a
U.S. person or otherwise establishes an exemption.

   The payment of the proceeds from the disposition of our stock or debentures
to or through the U.S. office of a U.S. or foreign broker will be subject to
information reporting and backup withholding as described above for U.S.
holders unless the non-U.S. holder satisfies the requirements necessary to be
an exempt non-U.S. holder or otherwise qualifies for an exemption. The
proceeds of a disposition by a non-U.S. holder of stock or debentures to or
through a foreign office of a broker generally will not be subject to
information reporting or backup withholding. However, if the broker is a U.S.
person, a controlled foreign corporation for U.S. tax purposes, a foreign
person 50% or more of whose gross income from all sources for specified
periods is from activities that are effectively connected with a U.S. trade or
business, a foreign partnership if partners who hold more than 50% of the
interest in the partnership are U.S. persons, or a foreign partnership that is
engaged in the conduct of a trade or business in the U.S., then information
reporting generally will apply as though the payment was made through a U.S.
office of a U.S. or foreign broker.

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   Applicable Treasury Regulations provide presumptions regarding the status
of holders when payments to the holders cannot be reliably associated with
appropriate documentation provided to the payor. Under these Treasury
Regulations, some holders are required to provide new certifications with
respect to payments made after December 31, 2000. Because the application of
these Treasury Regulations varies depending on the holder's particular
circumstances, you are advised to consult your tax advisor regarding the
information reporting requirements applicable to you.

Taxation of U.S. Debentureholders

   Stated Interest. This discussion assumes that the new debentures will be
treated as debt, not equity, for federal income tax purposes. Each U.S. holder
of a new debenture and the Company must report the new debenture as debt for
such purposes. The stated interest on a new debenture therefore will be
taxable to a U.S. holder as ordinary interest income at the time it either
accrues or is received, depending on such U.S. holder's method of accounting
for federal income tax purposes.

   Original Issue Discount. Generally, a new debenture will bear original
issue discount ("OID") if and to the extent of any excess of the new
debenture's "stated redemption price at maturity" over its "issue price." The
"stated redemption price at maturity" of a debt instrument is the sum of its
principal amount plus all other payments required thereunder, other than
payments of "qualified stated interest" (defined generally as stated interest
that is unconditionally payable in cash or in property (other than debt
instruments of the issuer) at least annually at a single fixed rate). The
"issue price" of a new debenture will be the fair market value of the new
debenture on the date of the exchange if the new debentures are deemed to be
"traded on an established securities market" under the Code and as provided in
Treasury Regulations. If the new debentures are not so traded but the old
debentures are, under Treasury Regulations the "issue price" of a new
debenture will be the fair market value of the old debenture, on the issue
date. If neither the old debentures nor the new debentures so trade, the
"issue price" of a new debenture will be its "stated redemption price at
maturity." Holders should consult their tax advisor regarding whether the new
debentures will be considered "traded on an established market" under the
applicable regulations.

   OID would not be includible in a U.S. holder's income, however, if the U.S.
holder is treated as having acquired the new debenture at a "premium."

   A U.S. holder will be treated as having acquired the new debenture at a
"premium" if the adjusted basis of the new debenture in the hands of the U.S.
holder immediately after the exchange exceeds the sum of all amounts payable
on the new debenture other than payments of qualified stated interest.
Generally, in the absence of any adjustments to a U.S. holder's basis in an
old debenture, a U.S. holder will be treated as having acquired a new
debenture at a premium if the U.S. holder originally paid more for the old
debenture than the principal amount of the new debenture.

   For any U.S. holder who originally purchased an old debenture for less than
or equal to the principal amount of the new debenture, the results will vary.
If the U.S. holder's adjusted basis in the new debenture immediately after the
exchange is less than or equal to the sum of all amounts payable on the new
debenture after the exchange excluding qualified stated interest, but greater
than the new debenture's "adjusted issue price," the U.S. holder must include
OID in income, but would reduce the daily portion of OID by an amount equal to
the amount which would otherwise be the daily portion for such day multiplied
by a fraction the numerator of which is, generally, the excess (if any) of the
U.S. holder's basis in the new debenture over the issue price of the new
debenture, and the denominator of which is the total OID for such new
debenture.

   If a U.S. holder's adjusted basis in a new debenture immediately after the
exchange is less than or equal to the new debenture's adjusted issue price,
the U.S. holder must include OID in income as it accrues (and may be subject
to the market discount rules discussed below). The amount of accrued OID
includible in income by such a U.S. holder would be the sum of the "daily
portions" of OID with respect to the new debenture for each day during the
taxable year or portion of the taxable year in which such U.S. holder held
such new debenture

                                      84
<PAGE>

("accrued OID"). The daily portion is determined by allocating to each day in
any "accrual period" a pro rata portion of the OID allocable to that accrual
period. The "accrual period" for a new debenture may be of any length and may
vary in length over the term of the new debenture, provided that each accrual
period is no longer than one year and each scheduled payment of principal or
interest occurs on the first day or the final day of an accrual period. The
amount of OID allocable to any accrual period is an amount equal to the
excess, if any, of (i) the product of the new debenture's adjusted issue price
at the beginning of such accrual period and its yield to maturity (determined
on the basis of compounding at the close of each accrual period and properly
adjusted for the length of the accrual period) over (ii) the amount of any
qualified stated interest allocable to the accrual period. OID allocable to a
final accrual period is the difference between the amount payable at maturity
(other than a payment of qualified stated interest) and the adjusted issue
price at the beginning of the final accrual period. The "adjusted issue price"
of a new debenture at the beginning of any accrual period is equal to its
issue price increased by the accrued OID for each prior accrual period
(determined without regard to the amortization of any acquisition or bond
premium) and reduced by any payments made on such new debenture (other than
qualified stated interest) on or before the first day of the accrual period.
Special rules will apply for calculating OID for an initial short accrual
period. As OID accrues and is included in a U.S. holder's income, it is added
to the U.S. holder's tax basis in the new debentures.

   Market Discount. Generally, the market discount rules discussed below will
apply to any new debenture if the old debenture bore accrued market discount
that was not recognized upon the exchange, or if the U.S. holder's tax basis
in the new debenture is less than the new debenture's "adjusted issue price."
If the new debentures do not have OID, the market discount rules generally
will apply if the stated redemption price at maturity exceeds the holder's
initial tax basis in the new debentures.

   Gain recognized on the disposition (including a redemption) of a new
debenture that has accrued market discount will be treated as ordinary income,
not capital gain, to the extent of the accrued market discount, provided that
the amount of market discount exceeds a statutory de minimis amount. "Market
discount" is defined as the excess, if any, of (i) the stated redemption price
at maturity (or, in the case of a debt obligation with OID, the adjusted issue
price) over (ii) the tax basis of the debt obligation in the hands of the U.S.
holder immediately after its acquisition. In addition, any accrued market
discount on an old debenture that is not taken into account in connection with
the exchange transaction will carry over to the new debenture received in
exchange therefor.

   Unless a U.S. holder elects otherwise, the accrued market discount would be
the amount calculated by multiplying the market discount by a fraction, the
numerator of which is the number of days the obligation has been held by the
U.S. holder and the denominator of which is the number of days after the U.S.
holder's acquisition of the obligation up to and including its maturity date.
A U.S. holder of a new debenture acquired at market discount may also be
required to defer the deduction of all or a portion of the interest on any
indebtedness incurred or maintained to carry the new debenture until it is
disposed of in a taxable transaction.

   If a U.S. holder of a new debenture acquired at market discount disposes of
such new debenture in any transaction other than a sale, exchange or
involuntary conversion, even though otherwise nontaxable (e.g., a gift), such
U.S. holder will be deemed to have realized an amount equal to the fair market
value of the new debenture and would be required to recognize as ordinary
income any accrued market discount to the extent of the deemed gain.

   A U.S. holder of a new debenture acquired at market discount may elect to
include the market discount in income as it accrues, either on a straight-line
basis or, if elected, on a constant interest rate basis. The current income
inclusion election would apply to all market discount obligations acquired by
the electing U.S. holder on or after the first day of the first taxable year
to which the election applies. The election may be revoked only with the
consent of the Internal Revenue Service. If a U.S. holder of a new debenture
so elects to include market discount in income currently, the rules discussed
above with respect to ordinary income recognition resulting from sales and
certain other disposition transactions and to deferral of interest deductions
would not apply.

                                      85
<PAGE>

   Amortizable Bond Premium. Generally, a U.S. holder who acquires a new
debenture in the exchange of old debentures for new debentures will have
amortizable bond premium to the extent of the excess, if any, of its basis in
the new debenture over the amount payable on maturity of the new debenture (or
on an earlier call date if use of the earlier call date results in a smaller
amortizable bond premium). For this purpose, the U.S. holder's basis in the
new debenture is generally the same as the U.S. holder's basis in the old
debenture less any amount attributable to the value of any conversion features
of the new debenture. If the new debenture were determined not to have been
acquired in a reorganization as described above, the U.S. holder's basis in
the bond may not exceed its fair market value immediately after the exchange.

   A U.S. holder may elect to amortize any bond premium under Section 171 of
the Code on a constant yield basis over the period from the acquisition date
to the maturity date of the new debenture (or, in certain circumstances, until
an earlier call date) and, except as future Treasury Regulations may otherwise
provide, reduce the amount of interest included in income in respect of the
new debenture by such amount. A U.S. holder who elects to amortize bond
premium must reduce its adjusted basis in the new debenture by the amount of
such allowable amortization. An election to amortize the bond premium would
apply to all amortizable bond premium on all taxable bonds held at or acquired
after the beginning of the U.S. holder's taxable year as to which the election
is made, and may be revoked only with the consent of the Internal Revenue
Service.

   The amount of amortizable bond premium does not include any amount
attributable to the conversion feature of the new debenture. The value of the
conversion feature for purposes of the amortization of bond premium may be
determined under any reasonable method.

   The amortized bond premium deduction is treated as an offset to interest
income on the related security for Federal income tax purposes and is limited
to the purchaser's investment income from the debt instrument for the year. No
deduction of unamortized bond premium will be allowed on conversion of a new
debenture into our common stock. Each U.S. holder is urged to consult its tax
advisors as to the consequences of the treatment of such premium as an offset
to interest income for Federal income tax purposes. If an election to amortize
the bond premium is not made, a U.S. holder must include the full amount of
each interest payment in income in accordance with its regular method of
accounting and will generally receive a tax benefit from the bond premium only
upon computing its gain or loss upon the sale or other disposition or payment
of the principal amount of the new debenture.

   Election to Treat All Interest as Original Issue Discount. A U.S. holder
may elect to include in gross income all interest that accrues on a new
debenture using the constant-yield method with the modifications described
below. For this purpose, interest includes stated interest, OID, market
discount and de minimis market discount, as adjusted by an acquisition premium
or amortizable bond premium. In applying the constant-yield method, the issue
price of the new debenture will equal the electing U.S. holder's adjusted
basis in the new debenture immediately after its acquisition, the issue date
of the new debenture will be the date of its acquisition by the electing U.S.
holder and no payments on the new debenture will be treated as payments of
qualified stated interest.

   Sale or Redemption. Unless a nonrecognition provision applies, the sale,
exchange, redemption (including pursuant to an offer by us) or other
disposition of a new debenture will be a taxable event for Federal income tax
purposes. In such event, a U.S. holder will recognize gain or loss equal to
the difference between (i) the amount of cash plus the fair market value of
any property received upon such sale, exchange, redemption or other taxable
disposition (other than in respect of accrued and unpaid interest thereon,
which will be taxable as ordinary income) and (ii) the U.S. holder's adjusted
tax basis therein (as increased by any market discount previously included in
income by the U.S. holder and decreased by any amortizable bond premium
deducted over the term of the debenture by the U.S. holder). Subject to the
discussion under "--Market Discount," such gain or loss should be capital gain
or loss and will be long-term capital gain or loss if the new debenture had
been held by the U.S. holder for more than one year at the time of such sale,
exchange, redemption or other disposition.

   Conversion of New Debentures Into Common Stock. No gain or loss will be
recognized for federal income tax purposes on conversion of new debentures
solely into shares of common stock except with respect to any

                                      86
<PAGE>

cash received in lieu of a fractional share or, in the case of both cash and
accrual basis taxpayers, any accrued interest not previously included in
income. To the extent the conversion is not treated as resulting in the
payment of interest, the tax basis for the shares of common stock received
upon conversion will be equal to the tax basis of the new debentures converted
into common stock, and the holding period of the shares of common stock will
include the holding period of the new debentures converted. Any accrued market
discount not previously included in income as of the date of the conversion of
the new debentures and not recognized upon the conversion (e.g., as a result
of the receipt of cash in lieu of a fractional interest in a new debenture)
should carry over to the common stock received on conversion and be treated as
ordinary income to the extent of any gain upon the subsequent disposition of
such common stock. If the new debentures are not considered securities for
federal income tax purposes, however, a U.S. holder could be required to
include accrued market discount on the new debentures as ordinary income upon
conversion, to the extent the fair market value of the new debentures exceeds
the U.S. holder's tax basis therein. A U.S. holder will recognize taxable gain
or loss on cash received in lieu of fractional shares of common stock in an
amount equal to the difference between the amount of cash received and the
U.S. holder's tax basis in such fractional shares. Subject to the market
discount rules discussed above, such gain or loss should be capital gain or
loss if the fractional shares are capital assets in the hands of the U.S.
holder and long-term capital gain or loss if the fractional shares have been
deemed held for more than one year.

   Constructive Dividends on New Debentures. If at any time (i) the Company
makes a distribution of cash or property to its stockholders or purchases
common stock and such distribution or purchase would be taxable to such
stockholders as a dividend for U.S. federal income tax purposes (e.g.,
distributions of evidences of indebtedness or assets of the Company, but
generally not stock dividends or rights to subscribe for common stock, and,
pursuant to the antidilution provisions, the conversion price of the new
debentures is increased, or (ii) the conversion price of the new debentures is
increased at the discretion of the Company, such increase in conversion price
may be deemed to be the payment of a taxable dividend (to the extent of the
Company's current or accumulated earnings and profits) to U.S. holders of new
debentures (pursuant to Section 305 of the Code). Such U.S. holders of new
debentures could therefore have taxable income as a result of an event
pursuant to which they received no cash or property.

Taxation of Non-U.S. Debentureholders

   Interest and OID on New Debentures. Neither interest paid by us to a non-
U.S. holder nor any original issue discount will be subject to U.S. Federal
income or withholding tax if (i) such interest is not effectively connected
with the conduct of a trade or business within the United States by such non-
U.S. holder, (ii) the non-U.S. holder does not actually or constructively own
10% or more of the total combined voting power of all of our classes of stock
entitled to vote, (iii) the non-U.S. holder is not a controlled foreign
corporation with respect to which we are a "related person" within the meaning
of the Code, and (iv) either (a) the non-U.S. holder certifies to us, under
penalties of perjury, that the non-U.S. holder is not a U.S. person and
provides the beneficial owner's name and address on a U.S. Treasury Form W-8
(or suitable substitute form) or (b) a securities clearing organization, bank
or other financial institution that holds customers' securities in the
ordinary course of its trade or business and holds the new debenture
certifies, under penalties of perjury, that such Form W-8 (or suitable
substitute form) has been received from the non-U.S. holder by it or by such a
financial institution between it and the non-U.S. holder and furnishes the
payor with a copy thereof. If the foregoing exceptions do not apply, payments
on the new debentures may be subject to U.S. withholding tax at a rate of 30%
(or such lower rate as may be applied under an applicable tax treaty).

                                      87
<PAGE>

                       FEDERAL INCOME TAX CONSIDERATIONS
                          OF THE EXCHANGE TRANSACTION

Domestic Debentureholders

   Treatment of Loss or Gain Upon Exchange. The receipt of new debentures,
preferred stock, or a combination of the two, in exchange for old debentures
will be considered a recapitalization that qualifies as a reorganization for
federal income tax purposes if the old debentures, new debentures and
preferred stock are "securities" for U.S. Federal income tax purposes.
Although the determination of the status of the new debentures as "securities"
is not entirely certain because the term of the new debentures is less than
ten (10) years, the new debentures should be treated as "securities" for U.S.
Federal income tax purposes. Accordingly, the receipt of the new debentures
should be treated as the receipt of "securities," and the exchange transaction
should constitute a recapitalization and a reorganization for federal income
tax purposes and, as a result, exchanging U.S. holders should not recognize
any loss or gain (except to the extent that new debentures and preferred stock
received are attributable to accrued but unpaid interest on the old
debentures, in which event the U.S. holders would generally be required to
treat such amounts as payment of interest includible in income in accordance
with the U.S. holder's method of accounting for tax purposes). Under such
treatment, a U.S. holder's adjusted tax basis in the new debentures and
preferred stock acquired in the exchange will equal the U.S. holder's adjusted
tax basis in the old debentures allocated among the new securities received
based on the respective fair market values of such securities. A U.S. holder's
holding period in the new debentures or preferred stock acquired in the
exchange will include such holder's holding period in the old debentures.

   If the exchange were determined not to constitute a recapitalization for
U.S. Federal income tax purposes, then an exchanging U.S. holder would
recognize loss or gain equal to the difference between (i) the "issue price"
as defined herein under "Material United States Federal Income Tax
Consequences--Taxation of U.S. Debentureholders--Original Issue Discount" of
the new debentures and (ii) the U.S. holder's adjusted tax basis in the old
debentures exchanged therefor. Any such loss or gain would generally be long-
term capital loss or gain if the old debentures had been held for more than
one year, subject to characterization of any accrued market discount income as
ordinary income.

   The remainder of this discussion assumes that the exchange transaction will
constitute a recapitalization and a reorganization for federal income tax
purposes.

Foreign Debentureholders

   General. The following is a summary of the material U.S. Federal income tax
consequences of the exchange of the old debentures for the new debentures and
the disposition of the new debentures by a non-U.S. holder and certain estate
tax consequences of the ownership of the new debentures. This discussion does
not address tax consequences arising under the laws of any foreign, state or
local jurisdiction. The tax treatment of non-U.S. holders of the new
debentures may vary depending on their particular situations. Certain non-U.S.
holders (including insurance companies, tax-exempt organizations, financial
institutions and broker-dealers) may be subject to special rules not discussed
below. Prospective investors who are non-U.S. holders are urged to consult
their tax advisors regarding the U.S. Federal tax consequences of acquiring,
holding and disposing of the new debentures, as well as any tax consequences
that may arise under the laws of any foreign, state, local or other taxing
jurisdiction.

   Treatment of Loss or Gain Upon Exchange. A non-U.S. holder generally will
not recognize loss or gain upon the exchange of the new debentures for the old
debentures if the exchange constitutes a recapitalization for US. Federal
income tax purposes. A U.S. holder's adjusted tax basis in a new debenture in
that case will equal the U.S. holder's adjusted tax basis in the old debenture
for which such new debenture was exchanged. If the exchange were not to
qualify as a recapitalization, gain or loss may be recognized if such gain or
loss is effectively connected with the conduct of a trade or business in the
United States by the non-U.S. holder, or in the case of an individual non-U.S.
holder, such holder is present in the United States for 183 days or more in
the year of the exchange, or for certain more than 5% shareholders. See "--
Gain on Disposition of New Debentures."

                                      88
<PAGE>

   Conversion of New Debentures. A non-U.S. holder generally will not
recognize gain or loss upon any conversion of a new debenture solely into
common stock.

   Gain on Disposition of New Debentures. A non-U.S. holder generally will not
be subject to U.S. Federal income tax on any gain recognized on a disposition
of a new debenture provided we are classified as a domestically controlled
REIT, except where such gain or loss is effectively connected with the conduct
of a U.S. trade or business by the non-U.S. holder or in the case of an
individual, such holder is present in the United States for 183 days or more
in the year of disposition. See the discussion under "Material United States
Federal Income Tax Consequences--Taxation of Stockholders--Taxation of Non-
U.S. Stockholders."

   Federal Estate Taxes. If interest on the new debentures is exempt from
withholding of U.S. Federal income tax under the rules described above, the
new debentures will not be included in the estate of a deceased non-U.S.
holder for U.S. Federal estate tax purposes. Common stock owned, or treated as
owned, by a non-U.S. holder (as specifically determined for U.S. Federal
estate tax purposes) at the time of death will be included in such non-U.S.
holder's gross estate for U.S. Federal income tax liability. Non-U.S. holders
are urged to consult their tax advisors concerning the potential applicability
of these provisions.

Potential Taxation of Company on the Exchange

   Although the Exchange will be treated as a recapitalization for federal
income tax purposes, it is still possible that the Company will recognize
income on the transaction. The general rule is that a taxpayer realizes income
by the payment or purchase of its obligations at less than their face value.
With respect to the exchange of old debentures for Series B preferred stock,
that transaction is treated as if the Company satisfied its debt with an
amount of money equal to the fair market value of the stock transferred.
Although the aggregate face amount of the Series B preferred stock issued in
connection with this exchange will equal the face amount of the old debentures
exchanged therefor, there can be no assurances that the fair market value of
the Series B preferred stock will equal its face amount. In the event the fair
market value on the date of exchange is less than the face amount of Series B
preferred stock, the Company will recognize taxable income to the extent of
such difference.

   With respect to the exchange of old debentures for new debentures, that
transaction is treated as if the Company satisfied its debt with an amount of
money equal to the issue price of the new debentures. See "Material United
States Federal Income Tax Consequences--Taxation of U.S. Debentureholders--
Original Issue Discount" above for a discussion of the issue price of the new
debentures. Although the aggregate face amount of the new debentures issued in
connection with this exchange will equal the face amount of the old debentures
exchanged therefor, there can be no assurance that the issue price will equal
their face value. In the event the fair market value is less than the face
amount of the new debentures, the Company will recognize taxable income to the
extent of such difference.

   Inclusion of this debt discharge income in calculating the REIT taxable
income of the Company will result in an increase in the Company's REIT taxable
income. This will cause an increase in the Company's current earnings and
profits, and an increase in the portion of distributions characterized as
ordinary income dividends.

                                      89
<PAGE>

                             PLAN OF DISTRIBUTION

   We will not receive any proceeds in connection with this exchange offer.

   We will distribute the new debentures and/or the shares of Series B
preferred stock in the manner described in "This Exchange Offer" above.

   We will pay Cohen & Steers Capital Advisors, LLC a fee of $600,000 for its
services as financial advisor. The foregoing fee is contingent upon the
consummation of the exchange offer. In addition, we will reimburse Cohen &
Steers Capital Advisors, LLC for its out-of-pocket expenses, whether or not
the exchange offer is consummated. We have also agreed to indemnify Cohen &
Steers Capital Advisors, LLC against certain expenses and liabilities,
including liabilities under federal securities laws. Cohen & Steers Capital
Advisors, LLC may provide other investment banking and financial advisory
services to us and our subsidiaries for which it may receive additional
customary fees and expense reimbursement.


   Each broker-dealer that receives registered new debentures or Series B
preferred stock for its own account in the exchange offer must acknowledge
that it will deliver a prospectus in connection with any resale of those new
debentures or Series B preferred stock. The letter of transmittal accompanying
this prospectus states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act of 1933, as amended. A
participating broker-dealer may use this prospectus in connection with resales
of new debentures and Series B preferred stock received in exchange for the
outstanding old debentures where those old debentures were acquired by the
broker-dealer as a result of market-making activities or other trading
activities. We have agreed that, starting on the date of this prospectus and
ending on the close of business on the day that is 180 days following the date
of this prospectus, we will make this prospectus available to any broker-
dealer for use in connection with any of those resales.

                                 LEGAL MATTERS

   The legality of the securities and certain other legal matters have been
passed upon for us by Jaeckle Fleischmann & Mugel, LLP, Buffalo, New York.

                                    EXPERTS

   The consolidated financial statements and schedules of Sizeler Property
Investors, Inc. and subsidiaries as of December 31, 2000 and 1999, and for
each of the years in the three-year period ended December 31, 2000, have been
incorporated by reference herein in reliance upon the reports of KPMG LLP,
independent accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.


                                      90
<PAGE>

                                  $61,900,000

                       SIZELER PROPERTY INVESTORS, INC.

 Offer to Exchange 9.0% Convertible Subordinated Debentures due July 15, 2009


       and/or 9.75% Series B Cumulative Redeemable Preferred Stock

 for all Outstanding 8% Convertible Subordinated Debentures Due July 15, 2003

                               ----------------
                                  PROSPECTUS

                               ----------------

                                        , 2002

   In order to tender, a holder must send or deliver a properly completed and
signed letter of transmittal and any other required documents to the exchange
agent at its address set forth below or tender pursuant to DTC's Automated
Tender Offer Program.

                The exchange agent for this exchange offer is:

                J.P. Morgan Trust Company, National Association

     By facsimile (for eligible            For information or confirmation by:
         institutions only):


                                                     (214) 468-6464
           (214) 468-6494

   Any questions or requests for assistance or for additional copies of this
prospectus, the letter of transmittal or related documents may be directed to
the information agent at its telephone number set forth below. A holder may
also contact his or her broker, dealer, commercial bank, trust company or
other nominee for assistance concerning this exchange offer.

               The information agent for this exchange offer is:

[Georgeson Shareholder Communications Inc. logo]

               Bankers and brokers call collect: (212) 440-9800.
                  All others call toll-free: (800) 223-2064.
<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

   Sizeler Property Investors, Inc. (the "Company") is organized in the State
of Maryland. The Maryland General Corporation Law ("MGCL") permits a
corporation to include in its charter a provision limiting the liability of
its directors and officers to the corporation and its stockholders for money
damages except for liability resulting from (i) actual receipt of an improper
personal benefit or profit in money, property or services or (ii) active and
deliberate dishonesty established by a final judgment as being material to the
cause of action.

   The MGCL permits a corporation to indemnify a director or officer who has
been successful, on the merits or otherwise, in the defense of any proceeding
to which the person is made a party by reason of his or her service in that
capacity. The MGCL permits a corporation to indemnify its present and former
directors and officers, among others, in connection with any proceeding to
which they may be made a party by reason of their service in those or other
capacities unless it is established that (i) the act or omission of the
indemnified party was material to the matter giving rise to the proceeding and
(a) was committed in bad faith or (b) was the result of active and deliberate
dishonesty, (ii) the indemnified party actually received an improper personal
benefit in money, property or services or (iii) in the case of any criminal
proceeding, the indemnified party had reasonable cause to believe that the act
or omission was unlawful.

   The indemnity may include judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the director or officer in connection
with the proceeding; provided, however, that if the proceeding is one by or in
the right of the Maryland corporation, indemnification is not permitted with
respect to any proceeding in which the director or officer has been adjudged
to be liable to the corporation.

   In addition, a director or officer of a Maryland corporation may not be
indemnified with respect to any proceeding charging improper personal benefit
to the director or officer in which the director or officer was adjudged to be
liable on the basis that personal benefit was improperly received. The
termination of any proceeding by conviction or upon a plea of nolo contendere
or its equivalent or an entry of an order of probation prior to judgment
creates a rebuttal presumption that the director or officer did not meet the
requisite standard of conduct required for permitted indemnification. The
termination of any proceeding by judgment, order or settlement, however, does
not create a presumption that the director or officer did not meet the
requisite standard of conduct for permitted indemnification.

   As a condition to advancing expenses to a director who is a party to a
proceeding, the MGCL requires the Company to obtain (a) a written affirmation
by the director or officer of his or her good faith belief that he or she has
met the standard of conduct necessary for indemnification by the Company and
(b) a written statement by or on his or her behalf to repay the amount paid or
reimbursed by the Company if it shall ultimately be determined that the
standard of conduct was not met.


   The Company's Charter provides that the Company will indemnify its
directors and officers, whether serving the Corporation or at its request any
other entity, to the full extent required or permitted by Maryland law,
including the advance of expenses under the procedures and to the full extent
permitted by law. The Company's Charter contains a provision which limits a
director's or officer's personal liability for monetary damages to the Company
or its stockholders. The Company's Charter also provides that the Company will
indemnify other employees and agents to the extent authorized by the Company's
board of directors or the Company's Bylaws. The Bylaws of the Company do not
authorize any such indemnification for non-director, non-officer employees or
agents.

   The Company has entered into an indemnification agreement (the
"Indemnification Agreement") with each of its directors and officers, and the
Board of Directors has authorized the Company to enter into an Indemnification
Agreement with each of the future directors and officers of the Company. The
MGCL permits a corporation to indemnify its directors and officers. However,
the protection that is specifically afforded by the

                                     II-1
<PAGE>

MGCL authorizes other arrangements for indemnification of directors and
officers, including insurance. The Indemnification Agreement is intended to
provide indemnification to the maximum extent allowable by, or not in
violation of, or offensive to, any law of the State of Maryland.

   The Indemnification Agreement provides that the Company shall indemnify a
director or officer who is a party to the agreement (the "Indemnitee"), if he
or she was or is a party to or otherwise involved in any proceeding by reason
of the fact that he or she was or is a director or officer of the Company, or
was or is serving at its request in a certain capacity of another entity,
against losses incurred in connection with the defense or settlement of such
proceeding. This indemnification shall be provided to the fullest extent
permitted by the Indemnification Agreement. This is similar to the
indemnification provided by the MGCL except that indemnification is not
available under the Indemnification Agreement to the Indemnitee who pays any
amount in settlement of a proceeding without the Company's written consent.

Item 21. Exhibits.

   The following exhibits are filed herewith (or incorporated by reference):


<TABLE>
 <C>        <S>
      3.1   Articles of Incorporation of the Registrant (incorporated by
            reference to Exhibit 3(i) of the Registrant's Form 8-K filed with
            the SEC on June 26, 2001).

      3.2   Bylaws, as amended, of the Registrant (incorporated by reference to
            Exhibit 3.2 of the Registrant's Registration Statement on Form S-4
            filed with the SEC on October 25, 2001).

      4.1   Form of Articles Supplementary creating Registrant's 9.75% Series B
            Cumulative Redeemable Preferred Stock (incorporated by reference to
            exhibit 4.1 of the Registrant's Registration Statement on Form S-4
            filed with the SEC on October 25, 2001).

      4.2A  Indenture for the Registrant's 8% Convertible Subordinated
            Debentures due 2003 (incorporated by reference to the Registrant's
            Form 8-K dated May 26, 1993).

      4.2B  First Supplemental Indenture for the Registrant's 8% Convertible
            Subordinated due 2003 (incorporated by reference to Exhibit (4) of
            the Registrant's Form 8-K filed with the SEC on June 26, 2001).

      4.3   Form of Indenture for the Registrant's 9.0% Convertible
            Subordinated Debentures due July 15, 2009 (incorporated by
            reference to Exhibit 4.3 of Amendment No. 2 to the Registrant's
            Registration Statement on Form S-4 filed with the SEC on January
            21, 2002).

      5     Opinion of Jaeckle Fleischmann & Mugel, LLP regarding the legality
            of securities being registered (incorporated by reference to
            Exhibit 5 of Amendment No. 1 to the Registrant's Registration
            Statement on Form S-4 filed with the SEC on November 20, 2001).

      8     Opinion of Jaeckle Fleischmann & Mugel, LLP regarding certain tax
            matters (incorporated by reference to Exhibit 8 of Amendment No. 1
            to the Registrant's Registration Statement on Form S-4 filed with
            the SEC on November 20, 2001).

     12     Statement of ratio of earnings to fixed charges (incorporated by
            reference to Exhibit 12 of the Registrant's Registration Statement
            on Form S-4 filed with the SEC on October 25, 2001).

     23.1   Consent of KPMG LLP (filed herewith).

     23.2   Consent of Jaeckle Fleischmann & Mugel, LLP (incorporated by
            reference to Exhibit 5).

     24     Powers of Attorney (incorporated by reference to Exhibit 24 of the
            Registrant's Registration Statement on Form S-4 filed with the SEC
            on October 25, 2001).

     25     Statement of eligibility of Trustee (incorporated by reference to
            Exhibit 25 of Amendment No. 2 to the Registrant's Registration
            Statement on Form S-4 filed with the SEC on January 21, 2002).

     99.1   Form of Letter of Transmittal (incorporated by reference to Exhibit
            99.1 of Amendment No. 2 to the Registrant's Registration Statement
            on Form S-4 filed with the SEC on January 21, 2002).

     99.2   Form of Notice to Brokers, Dealers, Commercial Banks, Trust
            Companies and other Nominees (incorporated by reference to Exhibit
            99.2 of Amendment No. 2 to the Registrant's Registration Statement
            on Form S-4 filed with the SEC on January 21, 2002).

     99.3   Form of Letter to Clients for use by Brokers, Dealers, Commercial
            Banks, Trust Companies and other Nominees (incorporated by
            reference to Exhibit 99.3 of Amendment No. 2 to the Registrant's
            Registration Statement on Form S-4 filed with the SEC on January
            21, 2002).
</TABLE>


                                     II-2
<PAGE>

Item 22. Undertakings.

    (a) The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement:

        (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933, as amended (the "Securities Act");

         (ii) To reflect in the prospectus any facts or events arising
    after the effective date of the Registration Statement (or the most
    recent post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the Registration Statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424(b) if, in the aggregate, the
    changes in volume and price represent no more than a 20 percent change
    in the maximum aggregate offering price set forth in the "Calculation
    of Registration Fee" table in the effective Registration Statement; and

          (iii) To include any material information with respect to the
    plan of distribution not previously disclosed in the Registration
    Statement or any material change to such information in the
    Registration Statement;

      (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new Registration Statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.

    (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

    (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

    (d) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt
of such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

    (e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

    (f) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under Section 305(b)(2)
of the Act.

                                     II-3
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act, the registrant has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Kenner, State of
Louisiana as of the 25th day of March 2002.


                                          Sizeler Property Investors, Inc.

                                                  /s/ Sidney W. Lassen
                                          By: _________________________________
                                                      Sidney W. Lassen
                                              Chairman of the Board and Chief
                                                     Executive Officer

   Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by Thomas A. Masilla, Jr.
individually and as attorney-in-fact for the following persons:

<TABLE>
<CAPTION>
                 Name                                Title
                 ----                                -----

<S>                                        <C>                               <C>
           Sidney W. Lassen                Chairman of the Board and
                                            Chief Executive Officer
                                            (Principal Executive
                                            Officer)

        Thomas A. Masilla, Jr.             Vice Chairman, President
                                            and Director (Principal
                                            Operating Officer)

           Robert A. Whelan                Chief Financial Officer
                                            (Chief Financial and
                                            Principal Accounting
                                            Officer)

           J. Terrell Brown                Director
                                                          /s/ Thomas A.
                                                          Masilla, Jr.
                                                          Thomas A. Masilla,
                                                          Jr.

          Francis L Fraenkel               Director       Individually and as
                                                          Attorney-in-Fact

           Harold B. Judell                Director

          James W. McFarland               Director

        Richard L. Pearlstone              Director

         Theodore H. Strauss               Director
</TABLE>

                                      II-4