<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
WEINGARTEN REALTY INVESTORS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
STEVE RICHTER
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- ---------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2
WEINGARTEN REALTY INVESTORS
2600 CITADEL PLAZA DRIVE
HOUSTON, TEXAS 77008
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 28, 1994
To Our Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of
Weingarten Realty Investors (the "Company") will be held at Texas Commerce Bank
Center Auditorium, 601 Travis, Houston, Texas on Thursday, April 28, 1994, at
9:00 a.m., Houston time. Shareholders will be asked to vote on the following
proposals:
Proposal 1: The election of nine trust managers to serve until the
next Annual Meeting of Shareholders or until their successors have been
elected and qualified.
Proposal 2: Ratification of the appointment of Deloitte & Touche,
independent certified public accountants, as the Company's auditors for the
ensuing year.
The enclosed Proxy Statement includes information relating to these
proposals. Additional purposes of the meeting are to receive reports of officers
(without taking action thereon) and to transact such other business as may
properly come before the meeting.
All shareholders of record as of the close of business on March 4, 1994 are
entitled to notice of and to vote at the meeting. At least a majority of the
outstanding common shares of the Company is required for a quorum.
The Board of Trust Managers appreciates and encourages your participation
in the Company's annual meeting. Whether or not you plan to attend the meeting,
it is important that your shares be represented. Accordingly, please sign, date
and promptly return the enclosed proxy in the postage-paid envelope provided. If
you attend the meeting, you may withdraw your proxy, if you wish, and vote in
person.
By order of the Board of Trust
Managers,
M. CANDACE DuFOUR
Vice President and Secretary
March 23, 1993
Houston, Texas
<PAGE> 3
WEINGARTEN REALTY INVESTORS
2600 CITADEL PLAZA DRIVE
HOUSTON, TEXAS 77008
PROXY STATEMENT
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished by the Board of Trust Managers of
Weingarten Realty Investors (the "Company") in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders of the Company to be
held April 28, 1994, and at any adjournment thereof. This Proxy Statement
relates to a meeting of the holders of common shares of beneficial interest, par
value $0.03 per share ("Common Shares"), of the Company to consider and act upon
the proposals set forth in the notice of meeting attached hereto, including the
election of trust managers. This Proxy Statement and the related form of Proxy
will be sent or given to shareholders beginning on or about March 23, 1994.
The Common Shares represented by the form of proxy enclosed herewith will
be voted in accordance with the specifications noted thereon. If no choice is
specified, said Common Shares will be voted in favor of the proposals set forth
in the notice attached hereto. The affirmative vote of two-thirds of the
outstanding Common Shares is required to elect each trust manager nominee. The
affirmative vote of the holders of a majority of the Common Shares present in
person or by proxy at the Annual Meeting of Shareholders and entitled to vote is
required for approval of the ratification of the appointment of auditors. The
Texas Real Estate Investment Trust Act does not specifically address the
treatment of abstentions and broker non-votes. The Company's Bylaws provide that
shares abstaining from a vote or not voted on a matter will not be treated as
entitled to vote. The form of proxy also confers discretionary authority with
respect to amendments or variations to matters identified in the notice of
meeting and any other matters that may properly come before the meeting.
A shareholder who has given a proxy may revoke it as to any motion on which
a vote has not already been taken by signing a proxy bearing a later date or by
written notice delivered to the Secretary of the Company at the Company's
principal executive office, 2600 Citadel Plaza Drive, Houston, Texas 77008 (the
mailing address for the Company is P. O. Box 924133, Houston, Texas 77292-4133),
at any time up to the meeting or any adjournment thereof, or by delivering it to
the Chairman of the meeting on the date of the meeting or any adjournment
thereof.
The cost of solicitation of these proxies will be paid by the Company,
including reimbursement paid to brokerage firms and other custodians, nominees
and fiduciaries for reasonable costs incurred in forwarding the proxy material
to and solicitation of proxies from the beneficial owners of Shares held of
record by such persons. It is anticipated that the solicitation will be
primarily by mail on or about March 23, 1994, but proxies also may be solicited
personally or by telephone by regular employees of the Company without
additional compensation.
<PAGE> 4
VOTING SECURITIES AND PRINCIPAL HOLDERS
All shareholders of record as of the close of business on March 4, 1994 are
entitled to notice of and to vote at the meeting. Provided a complete and
executed form of proxy shall have been delivered to the Secretary of the Company
prior to the meeting, any person may attend and vote that number of shares for
which he holds a proxy. On March 4, 1994, the Company had 26,038,279 Common
Shares outstanding, which were held of record by 2,443 persons. The Common
Shares are the only class of voting securities of the Company. Each Common Share
is entitled to one vote.
The following table sets forth the beneficial ownership of the Company's
Common Shares with respect to each person known by the Company to be the
beneficial owner of more than five percent of the Company's currently
outstanding Common Shares as of March 4, 1994.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF
NAME AND BUSINESS ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNERS OWNERSHIP OF CLASS
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Stanford Alexander............................................. 1,906,806(1) 7.3%
P.O. Box 924133
Houston, Texas 77292-4133
The Capital Group, Inc......................................... 2,013,940(2) 7.8%
333 South Hope Street
Los Angeles, California 90071
</TABLE>
- ------------
(1) Includes 354,221 shares held by various trusts for the benefit of Mr.
Alexander's children and 296,675 shares for which voting and investment
power are shared with Andrew M. Alexander and Melvin A. Dow, trust managers
of the Company; 18,000 shares subject to restrictions on transfer for which
Mr. Alexander has the right to vote and 16,666 shares that may be purchased
by Mr. Alexander upon exercise of share options that are currently
exercisable or that will become exercisable within 60 days of the date for
which beneficial ownership is provided in the table. Also includes 190,815
shares held by a charitable foundation, which Mr. Alexander and his wife
Joan control.
(2) Pursuant to information contained in a Schedule 13G filed with the
Securities and Exchange Commission in February 1994 and in a letter from
The Capital Group, Inc. ("CG") in February 1994, the Company was informed
that as of December 31, 1993, certain operating subsidiaries of CG
exercised investment discretion over various institutional accounts which
held as of December 31, 1993, 2,013,940 shares of the issuer (7.8% of the
outstanding class). Capital Guardian Trust Company, a bank, and one of such
operating companies, exercised investment discretion over 397,000 of said
shares. Capital Research and Management Company, a registered investment
adviser, and Capital International Limited, an operating subsidiary, had
investment discretion with respect to 1,561,840 and 55,100 shares
respectively, of the above shares.
2
<PAGE> 5
PROPOSAL 1
ELECTION OF TRUST MANAGERS
The Board of Trust Managers has nominated and urges you to vote "FOR" the
nine nominees listed below as trust managers who, if elected, would serve until
the next Annual Meeting of Shareholders or until their successors have been
elected and qualified. The persons whose names are set forth as proxies in the
enclosed form of proxy will vote all shares for which they hold proxies "FOR"
the election of the nominees named herein unless otherwise directed. Although
the trust managers of the Company do not contemplate that any of the nominees
will be unable to serve, if such a situation should arise prior to the meeting,
the appointed proxies will use their discretionary authority pursuant to the
proxy and vote in accordance with their best judgment. The affirmative vote of
the holders of two-thirds of the outstanding Common Shares is required to elect
each trust manager nominee.
All of the nominees for election as trust managers are members of the
present Board of Trust Managers and have consented in writing to be named in
this proxy statement and to serve as a trust manager, if elected. Set forth
below is certain information as of March 4, 1994, for (i) the members of the
present Board of Trust Managers, (ii) the executive officers of the Company set
forth under "-- Executive Compensation" and (iii) the trust managers and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
SERVED AS
TRUST AMOUNT AND
MANAGER NATURE OF PERCENT
NAME AGE SINCE BENEFICIAL OWNERSHIP OF CLASS
---- --- --------- -------------------- --------
<S> <C> <C> <C> <C>
Stanford Alexander(1).................. 65 1956 1,901,806(4) 7.3%
Andrew M. Alexander.................... 37 1983 576,185(5) 2.2%
Martin Debrovner(1).................... 57 1976 109,728(6) *
Melvin A. Dow(2)(3).................... 65 1984 527,660(7) 2.0%
Stephen A. Lasher(1)(3)................ 46 1980 460,102(8) 1.8%
Joseph W. Robertson, Jr................ 46 1978 107,910(9) *
Douglas W. Schnitzer................... 37 1984 630,280(10) 2.4%
Marc J. Shapiro(2)(3).................. 46 1985 10,000(11) *
J. T. Trotter(2)....................... 67 1985 1,000 *
Gary Cunningham(12).................... 44 19,430(13) *
All trust managers and executive
officers as a group (17 persons)..... 3,941,146(14) 15.1%
</TABLE>
- ------------
* Beneficial ownership of less than 1% of the class is omitted.
(1) Member of Executive Committee.
(2) Member of Audit Committee.
(3) Member of Executive Compensation Committee.
(Notes continued on following page)
3
<PAGE> 6
(4) See note (1) to the table on page 2 for information with respect to Mr.
Alexander's beneficial ownership of such shares.
(5) Includes the 296,675 shares described in note (1) to the table on page 2
for which voting and investment power are shared with Stanford Alexander
and Melvin A. Dow; 5,400 shares subject to restrictions on transfer for
which Mr. Alexander has the right to vote and 12,000 shares that may be
purchased by Mr. Alexander upon the exercise of Share options that are
currently exercisable or that will become exercisable within 60 days of the
date for which beneficial ownership is provided in the table.
(6) Includes 26,878 shares held in trust for the benefit of Mr. Debrowner's
children for which he exercises voting power. Also includes 11,500 shares
subject to restrictions on transfer for which Mr. Debrovner has the right
to vote and 26,000 shares that may be purchased upon the exercise of Share
options that are currently exercisable or that will become exercisable
within 60 days of the date for which beneficial ownership is provided in
the table.
(7) Includes the 296,675 shares described in note (1) to the table on page 2
for which voting and investment power are shared with Andrew M. Alexander
and Stanford Alexander and 18,990 shares held in trusts for the benefit of
children of Stanford Alexander, for which Mr. Dow is the trustee. Also
includes 9,590 shares for which voting and investment power are shared with
Bernard Dow and Frances Friedman. Mr. Dow disclaims any beneficial interest
in all such shares discussed herein, other than one-third of the
last-mentioned 9,590 shares.
(8) Includes 57,785 shares held by trusts for the benefit of Mr. Lasher's
children for which Mr. Lasher exercises voting power.
(9) Includes 7,100 shares subject to restrictions on transfer for which Mr.
Robertson has the right to vote and 12,000 shares that may be purchased
upon the exercise of share options that are currently exercisable or that
will become exercisable within 60 days of the date for which beneficial
ownership is provided in the table.
(10) Voting and investment power are shared with Joan Weingarten Schnitzer under
trusts for Joan Weingarten Schnitzer with respect to all such shares.
(11) Includes 2,600 shares owned by Mr. Shapiro's children for which he
disclaims beneficial ownership because he holds no custodial authority with
respect to such shares.
(12) Mr. Cunningham is an executive officer of the Company and not a member of
the Board of Trust Managers.
(13) Includes 3,550 shares subject to restrictions on transfer for which Mr.
Cunningham has the right to vote and 10,000 shares that may be purchased
upon the exercise of share options that are currently exercisable or that
will become exercisable within 60 days of the date for which beneficial
ownership is provided in the table.
(14) Includes 127,232 shares that may be purchased upon the exercise of share
options that are currently exercisable or that will become exercisable
within 60 days of the date for which beneficial ownership is provided in
the table.
4
<PAGE> 7
Set forth below is certain biographical information with respect to the
business experience of the nine nominees to serve as the Company's trust
managers for at least the last five years.
Mr. Stanford Alexander is the Company's Chairman and its Chief Executive
Officer. He has been employed by the Company since 1955 and has served in his
present capacity since January 1, 1993. Prior to becoming Chairman, Mr.
Alexander served as President and Chief Executive Officer of the Company since
1962. Mr. Alexander is President, Chief Executive Officer and a trust manager of
Weingarten Properties Trust and a member of the Houston Regional Advisory Board
of Texas Commerce Bank National Association, Houston, Texas ("TCB").
Mr. Andrew Alexander became Executive Vice President/Asset Management of
the Company on January 1, 1993. Prior to his present position, Mr. Alexander was
Senior Vice President/Asset Management of Weingarten Realty Management Company
(the "Management Company"). Prior to such time, Mr. Alexander was Vice President
of the Management Company and, prior to the Company's reorganization in December
1984, was Vice President and an employee of the Company since 1978. Mr.
Alexander has been primarily involved with leasing operations at both the
Company and the Management Company. Mr. Alexander is also a trust manager of
Weingarten Properties Trust and a director of Charter Bank Houston, N.A.
Mr. Debrovner became President and Chief Operating Officer of the Company
on January 1, 1993. Prior to assuming such position, Mr. Debrovner served as
President of the Management Company since the Company's reorganization in
December 1984. Prior to such time, Mr. Debrovner was an employee of the Company
for 17 years, holding the positions of Senior Vice President from 1980 until
March 1984, and Executive Vice President until December 1984. As Executive Vice
President, Mr. Debrovner was generally responsible for the Company's operations.
Mr. Debrovner is also a trust manager of Weingarten Properties Trust.
Mr. Dow has been engaged in the private practice of law and is now
President of Dow Cogburn & Friedman, P.C. He was a partner of the predecessor
Houston law firm of Dow, Cogburn & Friedman since 1954. Mr. Dow is also a trust
manager of Weingarten Properties Trust.
Mr. Lasher has been President of The GulfStar Group, Inc., an investment
banking firm since January 1991. Prior to such time, he was Executive Vice
President and Managing Director of Corporate Finance of Rotan Mosle Inc., an
investment banking firm headquartered in Houston, for more than the last five
years. Mr. Lasher is also a trust manager of Weingarten Properties Trust and a
director of American Oilfield Divers, Inc.
Mr. Robertson is Executive Vice President of the Company and its Chief
Financial Officer. Prior to becoming Executive Vice President, Mr. Robertson
served as Senior Vice President and Chief Financial Officer since 1980. He has
been with the Company since 1971. Mr. Robertson is also a trust manager of
Weingarten Properties Trust and a director of PaineWebber Retail Properties
Investments, Inc.
Mr. Douglas Schnitzer has served as President and Chief Executive Officer
of Senterra Development Corp., a commercial real estate development and
management company headquartered in Houston, since
5
<PAGE> 8
August 1989. Prior to such time, he served as Senior Vice President/General
Marketing & U.S.C.B. of Century Development Corporation for more than the last
five years.
Mr. Shapiro has served as Chairman, President and Chief Executive Officer
of Texas Commerce Bancshares, Inc. ("Bancshares") since January 1994. Prior to
such time, he served as President and Chief Executive Officer of Bancshares
since December 1989 and Chairman and Chief Executive Officer of TCB since 1987.
Mr. Shapiro is also currently an executive officer of Chemical Banking
Corporation. From 1982 to 1989, Mr. Shapiro served as Vice Chairman and Chief
Financial Officer of Bancshares. Mr. Shapiro is also a director of Santa Fe
Energy Resources, Inc. and Browning-Ferris Industries.
Mr. Trotter has been a private investor for more than the last five years.
Mr. Trotter is a director of Houston Industries, Inc., Houston Lighting & Power
Company, Zapata Corporation, Howell Corporation, First Interstate Bank of Texas,
N.A., Continental Airlines, Inc. and King Ranch, Inc.
Andrew M. Alexander is the son of Stanford Alexander. Stephen A. Lasher is
a first cousin of Douglas W. Schnitzer, a first cousin once-removed of Stanford
Alexander and a second cousin of Andrew M. Alexander. Douglas W. Schnitzer is a
first cousin once-removed of Stanford Alexander and a second cousin of Andrew M.
Alexander. Martin Debrovner is a first cousin of Mrs. Stanford (Joan) Alexander.
BOARD COMMITTEES AND MEETINGS
The Board of Trust Managers of the Company met four times in 1993. During
1993, each trust manager attended at least 75 percent of the aggregate of (a)
the total number of meetings of the Board of Trust Managers and (b) the total
number of meetings held by any committee of the Board on which he served. The
Company's Board of Trust Managers has standing Executive, Audit and Executive
Compensation Committees. The Board of Trust Managers does not have a nominating
committee.
Executive Committee. The Executive Committee is comprised of Messrs. S.
Alexander, Debrovner and Lasher. Pursuant to the Company's bylaws, the Executive
Committee shall have such authority and powers as may from time to time be
delegated thereto by the Board of Trust Managers. The Executive Committee has
been granted the authority to acquire and dispose of real property up to
$25,000,000 in value and has the power to authorize, on behalf of the full
Board, the execution of certain contracts and agreements, including those
related to the borrowing of money by the Company. The Executive Committee did
not meet during 1993.
Audit Committee. The Audit Committee is composed of three independent trust
managers, Messrs. Dow, Shapiro and Trotter. The Audit Committee was established
to make recommendations concerning the engagement of independent public
accountants, to review with the independent public accountants the plans for and
results of the audit engagement, to approve professional services provided by
the independent public accountants, to review the independence of the
independent public accountants, to consider the range of audit and non-audit
fees and to review the adequacy of the Company's internal accounting controls.
The Audit Committee met twice during 1993.
6
<PAGE> 9
Executive Compensation Committee. The Executive Compensation Committee,
also composed of independent trust managers, is responsible for determining
compensation for the Company's executive officers, in addition to administering
the Company's 1988 Share Option Plan (the "1988 Plan") and the 1993 Incentive
Share Plan (the "1993 Plan"). During 1993, the Executive Compensation Committee
consisted of Messrs. Dow, Lasher and Shapiro. The Executive Compensation
Committee met once in 1993.
COMPENSATION OF TRUST MANAGERS
During the year ended December 31, 1993, fees paid to all the Company's
trust managers as a group aggregated $34,500. Company trust managers received
$2,500 annually, $1,000 for each Board meeting attended and $500 for each
committee meeting attended. Employees of the Company are not paid any trust
manager fees. No member of the Board of Trust Managers of the Company was paid
any compensation in 1993 for his service as a trust manager of the Company other
than pursuant to the standard compensation arrangement for trust managers.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
ON ANNUAL COMPENSATION OF EXECUTIVE OFFICERS
The Executive Compensation Committee of the Board of Trust Managers (the
"Compensation Committee"), which is entirely comprised of independent outside
directors, is responsible for evaluating and establishing the level of executive
compensation and administering the Company's stock option plans.
COMPENSATION PHILOSOPHY AND OBJECTIVES
It is the philosophy of the Compensation Committee and the Company that in
order to achieve continual growth and financial success, the Company must be
able to attract and retain qualified executives. In order to achieve its
objective, the Company has structured an incentive based compensation system
tied to the Company financial performance and portfolio growth.
Each year, the Compensation Committee reviews the Company's compensation
program to insure that pay levels and incentive opportunities are competitive
and reflect the performance of the Company. The executive compensation system is
basically comprised of base salary, bonus compensation, share options/grants and
restricted shares. The Company's annual executive compensation package,
including that of the Chief Executive Officer ("CEO") and the Chief Operating
Officer ("COO"), generally has lower base salaries than comparable companies
coupled with a leveraged incentive bonus system which will pay more with good
performance and less with performance that is below expectation. Generally, the
CEO's and COO bonus is within 25% to 50% of the entire cash compensation (salary
and bonus), depending on the size of the incentive bonus awarded.
BASE SALARY
Base salary levels for executive officers are largely derived through an
evaluation of the responsibilities of the position held and the experience of
the particular individuals both compared to companies of similar size,
7
<PAGE> 10
complexity and, where comparable, in the same industry. The determination of
comparable companies was based upon selections made by both the Company, as to
comparable companies in the real estate industry, and by independent
compensation consultants, as to other comparable companies. Actual salaries are
based on the executives skill and ability to influence the Company's financial
performance and growth in both the short-term and the long-term. During 1993,
the Compensation Committee used salary survey data supplied by the Wyatt Report
and Human Factors, Inc., outside consultants, in establishing base salaries. The
executive officer's salaries, including that of the CEO and COO, were, generally
set at the mid range of the survey data.
BONUS COMPENSATION
All the Company's executive officers, except Mr. Cunningham, participate in
a bonus program whereby the individual is eligible for a bonus based on a
percent of the individual's base salary. This bonus program has been in effect
for more than 15 years. The bonus percentage is also based on competitive
analysis. Again, the executive's ability to influence the Company's success is
considered in establishing this percentage. Earned bonuses are determined
annually on the basis of performance against pre-established goals. Other than
for the CEO and COO, the eligible bonus percentage is allocated 50% to the
Company's goals and 50% to the individual's goals. Specific individual goals for
each officer are established at the beginning of the year and are tied to the
functional responsibilities of each executive. Individual goals include both
objective financial measures as well as such subjective factors as efficiency in
managing capital resources, successful acquisitions, good investor relations and
the continued development of management. The Company's goals are primarily based
on operating performance, as measured by factors such as the Company's funds
from operations, and achieving the appropriate growth objective, relating
primarily to portfolio acquisitions and new development. Other than the
allocation between individual and Company goals, no specific weights are
assigned to the individual goals. The bonus of both the CEO and COO is based
entirely on the Company's performance. The individual and Company performance
targets were met in fiscal 1993 and consequently the executives were eligible
for full bonus awards.
Mr. Cunningham, as Vice President of New Development and Acquisitions, does
not participate in the regular Bonus program. His incentive compensation is
directly tied to the achievement of the return on investment on the Company's
new developments and acquisitions in which he is involved.
SHARE INCENTIVE PROGRAM
The Compensation Committee strongly believes that by providing the
executives who have substantial responsibility for the management and growth of
the Company with an opportunity to increase their ownership of Common Shares of
the Company, the best interest of shareholders and executives will be closely
aligned. Therefore, executives are eligible to receive share options from time
to time, giving them the right to purchase Common Shares of the Company. The
number of options granted to an executive is based on practices of comparable
companies, once again, based on information provided by outside consultants.
Share options historically have not been a consistently utilized element of the
Company's executive compensation system and the Company does not adhere to any
firmly established formulas or schedules for the issuance of options, but
options are awarded when considered appropriate.
8
<PAGE> 11
In 1993, no shares options were granted to any officers or executive of the
Company.
CEO PERFORMANCE EVALUATION
For 1993, the Committee evaluated the CEO's performance based on the
Company's financial performance, its growth in real estate assets, and the
management of its debt/equity positioning. The Company achieved its funds from
operation objective and achieved record growth through its acquisition and new
development programs by adding 1.5 million square feet of income-producing
properties to the portfolio with returns in excess of 11%. Also in 1993, the
Committee considered the balance sheet positioning and the $222 million increase
in the Company's shareholder equity. Mr. S. Alexander received 100% of his
potential bonus based on the Company exceeding its corporate goals and
objectives for 1993.
The report of the Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), except to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
such acts.
The foregoing report is given by the following members of the Compensation
Committee:
MELVIN A. DOW
STEPHEN A. LASHER
MARC SHAPIRO
9
<PAGE> 12
PERFORMANCE GRAPH
The following performance graph compares the performance of the Company's
Common Shares to the S&P 500 Index and to the published National Association of
Real Estate Investment Trust's (NAREIT) All Equity Index (excluding Health Care
REIT's). The graph assumes that the value of the investment in the Company's
Common Shares and each index was 100 at December 31, 1988 and that all dividends
were reinvested. The Company will provide upon request the names of the
companies included in the NAREIT All Equity Index (excluding Health Care
REIT's).
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
<TABLE>
<CAPTION>
THE NAREIT
MEASUREMENT PERIOD S&P 500 ALL EQUITY
(FISCAL YEAR COVERED) THE COMPANY INDEX INDEX*
<S> <C> <C> <C>
1988 100 100 100
1989 130 131 109
1990 104 127 92
1991 136 166 125
1992 151 179 143
1993 155 197 171
</TABLE>
* (excluding Health Care REIT's)
The foregoing price performance comparisons shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act or under the
Exchange Act, except to the extent that the Company specifically incorporates
this graph by reference, and shall not otherwise be deemed filed under such
acts.
There can be no assurance that the Company's share performance will
continue into the future with the same or similar trends depicted in the graph
above. The Company will not make or endorse any predictions as to future share
performance.
10
<PAGE> 13
EXECUTIVE COMPENSATION
The following table lists, for each of the three years ended December 31,
1993, cash compensation paid to each of the Company's executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
OTHER SECURITIES
-------------------- ANNUAL UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1)(2) (#)(3) (2)
- ---------------------------------------------- ---- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Stanford Alexander, 1993 $440,000 $220,000 $138,500 $ 14,000(4)
Chairman and Chief 1992 316,500 316,500 59,079 25,000 9,822
Executive Officer 1991 300,000 290,952
Martin Debrovner 1993 320,000 110,400 86,564 54,631(6)
President and Chief
Operating Officer(5)
Joseph W. Robertson, Jr., 1993 250,000 75,000 69,250 32,062(7)
Executive Vice President 1992 228,200 138,788 29,540 18,000 34,235
and Chief Financial Officer 1991 216,300 115,376
Andrew M. Alexander 1993 190,000 47,500 51,938 16,360(8)
Executive Vice President/
Asset Management(5)
Gary Cunningham 1993 96,700 136,300 31,903(9)
Vice President/New
Development and Acquisitions(5)
</TABLE>
- ---------------
(1) The values shown represent amount for federal income tax "gross-ups" for the
share awards granted and reported for prior periods.
(2) Pursuant to the transitional provisions set forth in the proxy rules,
amounts for Other Annual Compensation and All Other Compensation are
excluded for the Company's 1991 fiscal year. Amounts set forth under Other
Annual Compensation do not include perquisites, since the aggregate amount
of such compensation is the lesser of either $50,000 or ten percent of the
total annual salary and bonus reported for each named executive officer.
(3) No SARs were granted during 1992 or 1993.
(4) Includes $9,503 of premiums paid by the Company under "split dollar" life
insurance agreements and $4,497 for the Company's contributions to the
Company's 401(k) Savings and Investment Plan (the "Savings Plan") on behalf
of Mr. S. Alexander.
(5) Became an employee and officer of the Company effective January 1, 1993.
(Notes continued on following page)
11
<PAGE> 14
(6) Includes $2,452 of premiums paid by the Company under "split dollar" life
insurance agreements, $4,497 for the Company's contributions to the
Company's Savings Plan on behalf of Mr. Debrovner, and $47,682 contributed
to the Company's Supplemental Retirement Plan.
(7) Includes $1,417 of premiums paid by the Company under "split dollar" life
insurance agreements, $4,497 for the Company's contributions to the
Company's Savings Plan on behalf of Mr. Robertson, and $26,148 contributed
to the Company's Supplemental Retirement Plan.
(8) Includes $1,417 for the Company's contributions to the Company's Savings
Plan on behalf of Mr. A. Alexander and $11,863 contributed to the Company's
Supplemental Retirement Plan.
(9) Includes $4,497 for the Company's contributions to the Company's Savings
Plan on behalf of Mr. Cunningham and $27,406 contributed to the Company's
Supplemental Retirement Plan.
12
<PAGE> 15
SHARE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
Shown below is information for the indicated persons with respect to the
options exercised during 1993 and the unexercised options to purchase the
Company's Common Shares granted during 1993 and prior years under the Share
Option Plan and the 1993 Plan.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS HELD AT AT
ACQUIRED DECEMBER 31, 1993(#) DECEMBER 31, 1993
ON VALUE ---------------------- ----------------------
NAME EXERCISE(#) RECEIVED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------- ----------- -------- --------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Stanford Alexander............. -- -- 8,333 16,667 $ 54,165 $ 108,335
Martin Debrovner............... -- -- 19,000 14,000 261,500 91,000
Joseph W. Robertson, Jr. ...... -- -- 6,000 12,000 21,000 42,000
Andrew M. Alexander............ -- -- 6,000 12,000 39,000 78,000
Gary Cunningham................ -- -- 8,000 4,000 88,000 26,000
</TABLE>
PENSION PLAN
The following table shows the approximate annual retirement benefits under
the Company's non-contributory pension plan (the "Pension Plan") (before the
reduction made for social security benefits) to eligible employees in specified
compensation and years of service categories, assuming retirement occurs at age
65 and that benefits are payable only during the employee's lifetime. Benefits
are not actuarially reduced, where survivorship benefits are provided.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT
- ------------------------------------------------------------------------------------------------------------------
YEARS OF SERVICE
AVERAGE -------------------------------------------------------------------------------------------------
COMPENSATION 15 20 25 30 35 40
- ------------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
$125,000 $ 28,125 $ 37,500 $ 46,875 $ 56,250 $ 65,625 $ 75,000
150,000 33,750 45,000 56,250 67,500 78,750 90,000
175,000 39,375 52,500 65,625 78,750 91,875 105,000
200,000 45,000 60,000 75,000 90,000 105,000 120,000*
225,000 50,625 67,500 84,375 101,250 118,125* 135,000*
250,000** 56,250 75,000 93,750 112,500 131,250* 150,000*
300,000** 67,500 90,000 112,500 135,000* 157,500* 180,000*
400,000** 90,000 120,000* 150,000* 180,000* 210,000* 240,000*
450,000** 101,250 135,000* 168,750* 202,500* 236,250* 270,000*
500,000** 112,500 150,000* 187,500* 225,000* 262,500* 300,000*
</TABLE>
- ------------
* The maximum annual pension benefit which currently may be paid under a
qualified plan is $115,641 subject to certain grandfather rules for
limitation years beginning in 1993.
** Compensation in excess of $235,840 is disregarded with respect to plan years
beginning in 1993.
13
<PAGE> 16
The compensation used in computing average monthly compensation is the
total of all amounts paid by the Company as shown on the employee's W-2 Form,
plus amounts electively deferred by the employee under the Company's Savings and
Investment Plan and sec.125 cafeteria plan. Compensation in excess of $235,840
is disregarded. Credited years of service for certain employees of the Company
as of March 5, 1994, are as follows: Mr. S. Alexander, 40 years; Mr. Debrovner,
26 years; Mr. Robertson, 22 years; Mr. A. Alexander, 16 years; and Mr.
Cunningham, 7 years.
The Pension Plan covers all employees who are age 21 or over, with at least
one year of employment with the Company. The Pension Plan pays benefits to an
employee in the event of death, disability, retirement, or other termination of
employment after the employee meets certain vesting requirements (generally, 20%
vesting after two years of service and an additional 20% vesting each year
thereafter until 100% vested). Under the Pension Plan, the amount of the monthly
retirement benefit payable beginning at age 65, the normal retirement age, is
equal to (i) 1.5% of average monthly compensation during five consecutive years,
within the last ten years, which would yield the highest average monthly
compensation multiplied by years of service rendered after age 21 (not in excess
of 40 years), minus (ii) 1.5% of the monthly social security benefits in effect
on the date of retirement multiplied by years of service rendered after age 21
and after July 1, 1976 (not in excess of 33.3 years).
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Trust Managers has unanimously approved and urges you to vote
"FOR" approval of this Proposal 2. Proxies solicited hereby will be so voted
unless the shareholders specify otherwise in their proxies. The affirmative vote
of the holders of a majority of the Common Shares present in person or by proxy
at the Annual Meeting of Shareholders and entitled to vote is required for
approval of this proposal.
The Board of Trust Managers has appointed, and recommends the ratification
of Deloitte & Touche as auditors for the Company for the year ending December
31, 1994. This firm, or its predecessors, has served in such capacity for the
Company for more than 30 years and is familiar with the Company's affairs and
financial procedures. Ratification of their appointment as auditors for the year
ended December 31, 1993 was approved by the shareholders at the Company's last
Annual Meeting of Shareholders.
Representatives of Deloitte & Touche are expected to be present at the
Annual Meeting of Shareholders and will have an opportunity to make a statement,
if they desire to do so, and to respond to appropriate questions from those
attending the meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee are Messrs. Dow, Lasher
and Shapiro. Mr. Shapiro, an executive officer and director of TCB, serves on
the Compensation Committee. The Company and certain of its joint ventures are
depositors with TCB. Additionally, the Company has entered into a revolving
credit agreement with TCB of which $20,350,000 was outstanding as of December
31, 1993. From
14
<PAGE> 17
time to time the Company has made short-term borrowings from independent third
parties which were arranged through TCB. The principal amount of such
borrowings, which did not exceed $52,900,000 during 1993, was secured by
government-backed securities owned by the Company. TCB is also the trustee under
the grantor trust, which holds certain employee deferred compensation funds.
Weingarten Properties Trust ("WPT"), a Texas real estate investment trust
that owns five shopping centers and also currently qualifies as a REIT, shares
certain common officers and/or Board members with the Company. Messrs. S.
Alexander, Debrovner, Dow, Lasher, Robertson, A. Alexander and Cunningham are
officers and/or directors of WPT. During 1993, the Company borrowed funds from
WPT pursuant to short-term unsecured note (the "Note") for short-term investment
of WPT's excess cash. Interest on funds advanced from WPT to the Company accrues
at the 30-day certificate of deposit rate and ranged from 2.4% to 3.5% during
1993. The largest amount owed by the Company during 1993 was $1,045,000. As of
December 31, 1993, the Company owed WPT $120,000. During 1993, the Company paid
WPT $12,635 in interest on the funds advanced.
The Company currently owns 76% of the outstanding common stock of WPT. The
Company may, in the future, attempt to acquire the remaining stock ownership of
WPT through negotiated or open market purchase or by means of a tender offer or
a business combination.
The Company also contracts to manage the day-to-day business and properties
of WPT. WPT paid the Company approximately $207,000 during 1993 for the
management of its properties and the operation of its business.
Messrs. S. Alexander, A. Alexander, Debrovner, Dow, Lasher and Schnitzer
are shareholders and officers and/or directors of WRI Holdings, Inc., a Texas
corporation ("Holdings"). In December 1984, the Company contributed certain
assets and cash to Holdings in exchange for, among other consideration,
$26,832,000 original principal amount of debt securities (the "Holdings Debt
Securities") and common stock of Holdings. The assets contributed by the Company
to Holdings included unimproved land in the Railwood Industrial Park in
northeast Houston ("Railwood"), and all of the issued and outstanding capital
stock of Plaza Construction, Inc. ("Plaza") and Leisure Dynamics, Inc. ("Leisure
Dynamics"). The Holdings Debt Securities were issued pursuant to three separate
trust indentures and originally consisted of $16,682,000 principal amount of
debt securities (the "Hospitality Bonds") due December 28, 2004, $7,000,000
principal amount of debt securities (the "Railwood Bonds") due December 28, 2004
and $3,150,000 principal amount of debt securities (the "Plaza Bonds") due
December 28, 1994.
Interest must be paid on the outstanding principal amount of the
Hospitality Bonds at a rate equal to the greater of 16% per annum or 11% of
Holdings' pro rata share of the gross revenues per year from eight hotels
currently owned by the Hospitality Ventures, but not more than 18%, the maximum
lawful rate in Texas applicable to the Hospitality Bonds. The Hospitality Bonds
were structured so that the Company would, under certain circumstances, receive
interest income based on the revenues of the Hospitality Ventures. As of March
4, 1994, $15,982,000 remained owing under the Hospitality Bonds.
As of March 4, 1994, the outstanding principal amount owing on the Railwood
Bonds and the Plaza Bonds was $6,223,000 and $3,150,000, respectively. Interest
on both bonds accrues at the rate of 16% per
15
<PAGE> 18
annum (the "accrual rate"), but is due and payable quarterly at the rate of 10%
per annum (the "pay rate"). The difference between the accrual rate and the
amount of interest paid by Holdings at the pay rate on such debt securities is
treated as unpaid accrued interest, which will not accrue any compound interest
and is payable with the principal at maturity. The Company recognizes as
interest income only the amount actually received at the pay rate. Therefore,
the Company does not carry the difference between the accrual rate and the pay
rate as an asset on the Company's Consolidated Balance Sheet. Such nonrecognized
accrued interest outstanding as of December 31, 1993 under the Railwood and
Plaza Bonds was $3,705,000 and $1,701,000, respectively.
Pursuant to a loan agreement between Holdings and the Company and pursuant
to a note, dated December 28, 1984, as amended in October 1987, January 1991 and
March 1994 (the "Accrual Note"), Holdings may borrow from the Company the amount
necessary, up to a maximum of $20,000,000, to enable Holdings to pay the
interest owing on the Holdings Debt Securities. Interest on the Accrual Note
will accrue at the highest rate per annum permitted by Texas law as to a portion
of the debt and at the TCB prime rate plus 2% per annum (but not in excess of
the maximum legal rate) as to the balance of the debt. The Accrual Note is
payable December 28, 2004. As of December 31, 1993, $13,317,000 was outstanding
under the Accrual Note, which represents the difference between the amount
recognized as interest income on the Holdings Debt Securities and the pay rate
applicable to such bonds, i.e., the Company did not recognize as income that
portion of the pay rate interest received by the Company which had been borrowed
by Holdings under the Accrual Note.
In November 1982, the Company entered into a loan agreement (the "River
Pointe Loan Agreement"), which was amended effective December 1, 1991, with
River Pointe Venture I, a joint venture in which Plaza was a joint venture
partner until October 1987, at which time Plaza acquired all the joint venture
interest in such venture owned by the other joint venture partner and became the
successor of such joint venture under the River Pointe Loan Agreement. Under the
terms of the River Pointe Loan Agreement, the Company may lend Plaza up to
$12,000,000 for construction and development of River Pointe. Interest accrues
at the prime rate plus 1%, but not in excess of the maximum rate permitted by
law, and payment of the outstanding principal balance is due December 1, 1994.
As of December 31, 1993, the principal amount outstanding under the River Pointe
Loan Agreement was $9,907,000 plus accrued interest of $3,576,000.
Mr. Dow, president and a shareholder of Dow, Cogburn, & Friedman, P.C.,
serves on the Compensation Committee. During the year ended December 31, 1993,
the Company and certain of the joint ventures in which the Company was a
venturer paid such law firm $1,147,000 for certain legal services.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers, trust
managers, and persons who own more than 10 percent of the Company's Common
Shares, to file initial reports of ownership and reports of changes in ownership
(Forms 3, 4 and 5) of Common Shares with the Securities and Exchange Commission
("SEC") and the New York Stock Exchange. Officers, trust managers and greater
than 10 percent holders are required by SEC regulation to furnish the Company
with copies of all such forms that they file.
16
<PAGE> 19
To the Company's knowledge, based solely on the Company's review of the
copies of such reports received by the Company and written representations that
no Form 5s were required, the Company believes that during the fiscal year ended
December 31, 1993, all Section 16(a) filing requirements applicable to its
officers, trust managers and greater than 10 percent beneficial owners were
complied with, except that Mr. S. Alexander made late filings for two Form 4s,
which forms each contained a report regarding one transaction and Mr. Lasher, a
trust manager of the Company, made a late filing for a Form 3 relating to a
personal trust.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at the next Annual Meeting of
Shareholders must be in writing and received at the Company's principal
executive office by the Company's Secretary no later than November 23, 1994, in
order to be included in the next year's proxy statement.
OTHER BUSINESS
The trust managers of the Company know of no matters expected to be
presented at the Annual Meeting of Shareholders other than those described
above; however, if other matters are properly presented to the meeting for
action, it is intended that the persons named in the accompanying form of proxy,
and acting thereunder, will vote in accordance with their best judgment on such
matters.
FORM 10-K REPORT
UPON THE WRITTEN REQUEST OF EACH SHAREHOLDER SOLICITED HEREBY, ADDRESSED TO
THE COMPANY, ATTENTION: M. CANDACE DUFOUR, SECRETARY, 2600 CITADEL PLAZA DRIVE,
HOUSTON, TEXAS 77008, THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF ITS
ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR
ENDED DECEMBER 31, 1993. ANY BENEFICIAL OWNER MAKING SUCH A REQUEST MUST SET
FORTH THEREIN A GOOD-FAITH REPRESENTATION THAT AS OF MARCH 4, 1994, HE WAS A
BENEFICIAL OWNER OF THE COMPANY'S SECURITIES ENTITLED TO VOTE AT THE ANNUAL
MEETING OF SHAREHOLDERS.
By order of the Board of Trust
Managers
M. CANDACE DuFOUR
Vice President and Secretary
Dated March 23, 1994
Houston, Texas
17
<PAGE> 20
- --------------------------------------------------------------------------------
PROXY WEINGARTEN REALTY INVESTORS PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF TRUST MANAGERS
The undersigned hereby appoint(s) STANFORD ALEXANDER, MARTIN
DEBROVNER AND JOSEPH W. ROBERTSON, JR., or any of them, lawful
attorneys and proxies of the undersigned with full power of
substitution, for and in the name, place and stead of the
undersigned to attend the Annual Meeting of Shareholders of
Weingarten Realty Investors to be held at Texas Commerce Bank
Center Auditorium, 601 Travis, Houston, Texas on Thursday, April
28, 1994, at 9:00 a.m., Houston time, and any adjournment(s)
thereof, with all powers the undersigned would possess if
personally present and to vote the number of votes the undersigned
would be entitled to vote if personally present.
THE BOARD OF TRUST MANAGERS RECOMMENDS A VOTE "FOR" PROPOSALS
NUMBER 1 AND 2.
<TABLE>
<S> <C> <C>
PROPOSAL 1: The Election of Trust Managers: / / FOR nominees listed below / / WITHHOLD AUTHORITY
(Except as marked to the to vote for all nominees listed
contrary) below
</TABLE>
Stanford Alexander, Andrew M. Alexander, Martin Debrovner, Melvin
A. Dow, Stephen A. Lasher, Joseph W. Robertson, Jr., Douglas W.
Schnitzer, Marc J. Shapiro, J. T. Trotter
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME HERE:
------------------------------------------------------------------
PROPOSAL 2: Ratification of the appointment of Deloitte & Touche
as the independent auditors of the Company.
/ / FOR / / AGAINST / / ABSTAIN
(TO BE SIGNED ON THE OTHER SIDE)
- --------------------------------------------------------------------------------
<PAGE> 21
- --------------------------------------------------------------------------------
In accordance with their discretion, said Attorneys and
Proxies are authorized to vote upon such other matters or
proposals not known at the time of solicitation of this proxy
which may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND
2. ANY PRIOR PROXY IS HEREBY REVOKED.
Dated:
------------------------------,
1994
------------------------------
Signature
------------------------------
(Signature if held jointly)
Please sign exactly as your
name appears at the left. When
shares are held by joint
tenants, both should sign.
When signing as attorney,
executor, administrator,
trustee or corporation, please
sign in full corporate name by
president or other authorized
person. If a partnership,
please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE. THANK YOU.
- --------------------------------------------------------------------------------
