<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1994
REGISTRATION NO. 33-54529
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
WEINGARTEN REALTY INVESTORS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-1464203
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2600 CITADEL PLAZA DRIVE
HOUSTON, TEXAS 77008
(713) 866-6000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
STANFORD ALEXANDER
WEINGARTEN REALTY INVESTORS
2600 CITADEL PLAZA DRIVE
HOUSTON, TEXAS 77008
(713) 866-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the Registration Statement becomes effective.
-------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /x/
-------------------------
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
PROSPECTUS
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 22, 1994
300,020 SHARES
WEINGARTEN REALTY INVESTORS
SHARES OF BENEFICIAL INTEREST
-------------------------
The 300,020 shares of beneficial interest ("Shares") of
Weingarten Realty Investors (the "Company") offered hereby (the "Offered
Shares") are being sold by the selling shareholders named herein (the "Selling
Shareholders"). The Shares are subject to certain restrictions on
transferability designed to preserve the Company's status as a real estate
investment trust for federal income tax purposes. See "Description of Shares."
The Company will receive no part of the proceeds of the sales of the Offered
Shares but will incur certain expenses, estimated at $45,000, in connection
with the offering. See "Selling Shareholders." The last reported sale price
of the Shares on the New York Stock Exchange on July 21, 1994 was $38.625 per
Share.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED
ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
-------------------------
The Selling Shareholders may from time to time sell all or a
portion of the Offered Shares in transactions on the New York Stock Exchange,
in negotiated transactions or otherwise, at prices then prevailing or related
to the then current market price or at negotiated prices. The Offered Shares
may be sold directly or through agents or broker-dealers acting as principal or
agent, or in block trades (which may involve crosses) or a distribution by one
or more underwriters on a firm commitment or best efforts basis. See "Plan of
Distribution." The Selling Shareholders and any agents or broker-dealers
participating in the distribution of the Offered Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any profit on the sale of Offered Shares by the
Selling Shareholders and any commissions received by any such agents or
broker-dealers may be deemed to be underwriting commissions or discounts under
the Securities Act. The Company has agreed to indemnify the Selling
Shareholders against certain liabilities, including certain liabilities that
may result from certain public disclosures of information in connection with
the registration, offering and sale of the Offered Shares.
THE OFFERED SHARES HAVE NOT BEEN REGISTERED FOR SALE BY THE
SELLING SHAREHOLDERS UNDER THE SECURITIES LAWS OF ANY STATE AS OF THE DATE OF
THIS PROSPECTUS. BROKERS OR DEALERS EFFECTING TRANSACTIONS IN THE OFFERED
SHARES SHOULD CONFIRM THE REGISTRATION THEREOF UNDER THE SECURITIES LAWS OF THE
STATES IN WHICH SUCH TRANSACTIONS OCCUR, OR THE EXISTENCE OF ANY EXEMPTION FROM
REGISTRATION.
-------------------------
The date of this Prospectus is July , 1994.
********************************************************************************
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
********************************************************************************
<PAGE> 3
AVAILABLE INFORMATION
Weingarten Realty Investors (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files periodic and current
reports and other information with the Securities and Exchange Commission (the
"Commission"). Information concerning trust managers and officers, their
remuneration and any material interest of such persons in transactions with the
Company, as of particular dates, is disclosed in proxy statements distributed
to shareholders of the Company and filed with the Commission. Copies of such
material can be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such reports, proxy statements and other information can also be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Commission's Regional Offices located at 500 West Madison Street (Suite
1400), Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New
York, New York 10048 and the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005, on which exchange the shares of
beneficial interest, $0.03 par value (the "Shares"), of the Company are listed.
The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the Securities Act of 1933,
as amended. This Prospectus does not contain all of the information set forth
in the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement.
-------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
(File No. 1-9876) are incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31,
1993;
(b) Quarterly Report on Form 10-Q for the quarter ended March
31, 1994; and
(c) The description of the Shares contained in the Company's
Registration Statement on Form 8-B.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in a document
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed incorporated document or in an accompanying
prospectus supplement, if any, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
-------------------------
UPON WRITTEN OR ORAL REQUEST OF ANY PERSON TO WHOM A PROSPECTUS
IS DELIVERED, INCLUDING ANY BENEFICIAL OWNER, THE COMPANY WILL PROVIDE, WITHOUT
CHARGE, A COPY OF THE DOCUMENTS WHICH HAVE BEEN INCORPORATED BY REFERENCE IN
THIS PROSPECTUS. REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO M. CANDACE
DUFOUR, VICE PRESIDENT AND SECRETARY, WEINGARTEN REALTY INVESTORS, 2600 CITADEL
PLAZA DRIVE, HOUSTON, TEXAS 77008, TELEPHONE (713) 866-6000.
-2-
<PAGE> 4
THE COMPANY
The Company has owned and developed shopping centers and other
commercial real estate since its organization in 1948, with its principal
investment focus on shopping centers. From its inception, the Company has been
managed by members of its founding family. As of July 1, 1994, trust managers
and executive officers of the Company controlled 3,940,771 shares of beneficial
interest, or approximately 15.0% of the Company's outstanding Shares.
In connection with the acquisition of a tract of property in the
area of The Galleria Shopping Center in Houston, Texas, the Company has
consummated a merger (the "Merger") with Post Oak Center, Inc. ("Post Oak") and
"B" Building, Inc. ("B Building"), the owners of such property. In
consideration for the capital stock of Post Oak and B Building acquired in the
agreement of merger, the Company has issued 300,020 Shares to the former
stockholders of Post Oak and B Building, which are the Offered Shares pursuant
to this Prospectus.
The Company currently conducts its operations in a manner
intended to qualify as a real estate investment trust (a "REIT") under the
Internal Revenue Code of 1986, as amended (the "Code"). The Company's
principal executive offices are located at 2600 Citadel Plaza Drive, Houston,
Texas 77008, and its telephone number is (713) 866-6000. As used herein, the
term "Company" refers to Weingarten Realty Investors and its subsidiaries
unless the context specifically requires otherwise.
USE OF PROCEEDS
The Company will not receive any of the proceeds from sales of
the Offered Shares by the selling shareholders listed below (the "Selling
Shareholders"). The costs and expenses incurred in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act") of the offering described herein are estimated to be $45,000 and will be
paid by the Company. Each Selling Shareholder will pay underwriters' and
brokers' discounts or commissions, if any, attributable to the sale of Offered
Shares by such party.
SELLING SHAREHOLDERS
This Prospectus relates to the sale by the Selling Shareholders
from time to time of up to 300,020 Offered Shares. The Offered Shares were
originally issued by the Company in the Merger. Pursuant to agreements entered
in connection with the Merger, 300,020 Shares were issued to the Selling
Shareholders as consideration for the acquisition of all of the capital stock
of Post Oak and B Building. In connection with the Merger, the Selling
Shareholders obtained the right to have the offer and sale of the Offered
Shares registered under the Securities Act.
Pursuant to the Agreement of Merger dated October 1, 1993, as
amended, among the Company, Post Oak, B Building and the Selling Shareholders
as shareholders of Post Oak and B Building (the "Merger Agreement"), the
Selling Shareholders received 300,020 Shares, and the Company was deemed to
have made tentative cash contributions in the amount of $170,689 to Post Oak
and B Building (subject to potential reimbursement by the Selling Shareholders
if in the future the Company's Shares exceed certain market price levels).
Liabilities of Post Oak and B Building of approximately $1.97 million were paid
by or transferred to the Company ("Transferred Liabilities") in connection
with the Merger, and the Selling Shareholders agreed to indemnify the Company
for liabilities other than the Transferred Liabilities.
The Shares of the Company issued as a portion of the
consideration for the capital stock of Post Oak and B Building were issued to
the Selling Shareholders with a "price increase guaranty" provision based on
the future market price of the Shares. In accordance with the price increase
guaranty, the Company is obligated to pay (in dollars per Share or in
additional Shares) to the Selling Shareholders and certain eligible
transferees of any Selling Shareholder (including an estate, spouse, lineal
ascendant or descendant and certain trusts and trust beneficiaries), (each a
"Qualified Transferee"), as to any Shares then held by such Selling
Shareholder or such eligible transferee, the amount by which the market
price per Share is less than a stated price of $43 as of July 1, 1996, or, if
the guaranty period is extended at the option of the Company, a stated price
of $44.25 as of January 1, 1997 or $45.50 as of July 1, 1997. The price
increase guaranty will not apply to any Offered Shares that have been
transferred other than to a Qualified Transferee. Until the fourth
quarterly record date following the date of the Merger Agreement, the escrow
agent under the Merger Agreement will repay to the Company one-half of all
dividends declared at the discretion of the Board of Trust Managers of the
Company and paid to each Selling Shareholder or Qualified Transferee. Such
escrow and repayment of dividends on the Offered Shares will terminate on the
date of any transfer on the Company's records of any of the Offered Shares to
a person who is not a Selling Shareholder or a Qualified Transferee.
-3-
<PAGE> 5
The following table provides certain information with respect to
the Selling Shareholders and the number of Shares owned, offered and to be
owned after the offering by each Selling Shareholder.
<TABLE>
<CAPTION>
Maximum Number
Number of number of of Shares
Shares owned Shares to be to be owned
before the sold in the after the
Selling Shareholder Offering Offering Offering(1)
------------------- ------------ ------------ -----------
<S> <C> <C> <C>
Stephen C. Grant, Trustee of the Gaylord
Johnson, Jr. 1979 Children's Trust 1,452 1,452 0
Gaylord Johnson, Jr. 40,350 40,350 0
The Estate of
Alexander Hart Sackton, deceased 51,875 51,875 0
Robert T. Sakowitz 8,413 8,413 0
Gail J. Serrell 41,921 41,921 0
Nina M. Susman 44,864 44,864 0
Texas Commerce Bank,
Trustee of the Nina Susman Trust 22,528 22,528 0
Douglas Wyatt, Trustee 11,069 11,069 0
Lynn S. Wyatt 19,459 19,459 0
Oscar S. Wyatt, Jr. 58,089 58,089 0
</TABLE>
- --------------------
(1) There is no assurance that the Selling Shareholders will sell any or all
of the Offered Shares. Pursuant to the Merger Agreement, the Selling
Shareholders have a limited put right to demand that the Company
purchase all or any part of the Offered Shares, subject to certain
conditions, in the event that the registration of the Offered Shares
under the Securities Act is not declared effective or subsequently
ceases to be effective and a subsequent registration statement is not
filed and declared effective. Such put right would obligate the Company
to purchase such Offered Shares, subject to such conditions, at a
repurchase price based on the closing price of the Company's Shares on
the New York Stock Exchange on the date on which notice of the exercise
of the put right is received or deemed received.
The Company will pay certain costs and expenses incurred in
connection with the registration under the Securities Act of the Offered Shares
offered by the Selling Shareholders including, without limitation, all
registration and filing fees, fees with respect to filings with the National
Association of Securities Dealers, Inc., fees and expenses of compliance with
securities or blue sky laws, printing expenses, fees and disbursements of
counsel for the Company and all independent certified public accountants, fees
and expenses of other persons retained by the registrant and fees and expenses
incurred in connection with listing the Offered Shares. For information
regarding indemnification, see "Plan of Distribution."
PLAN OF DISTRIBUTION
The Selling Shareholders may from time to time sell all or a
portion of the Offered Shares on the New York Stock Exchange or in negotiated
transactions or otherwise, at prices then prevailing or related to the then
current market price or at negotiated prices. The offering price of the
Offered Shares from time to time will be determined by the Selling Shareholders
and, at the time of such determination, may be higher or lower than the market
price of the Company's Shares on the New York Stock Exchange. The Offered
Shares may be sold directly or through broker-dealers acting as principal or
agent, or in a distribution by one or more underwriters on a firm commitment or
best efforts basis. The methods by which the Offered Shares may be sold
include (a) a block trade (which may involve crosses) in which the
broker-dealer so engaged will attempt to sell the Offered Shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction;
-4-
<PAGE> 6
(b) purchases by a broker-dealer as principal and resale by such broker-dealer
for its account pursuant to this Prospectus; (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and
(d) privately negotiated transactions. The Selling Shareholders and any
broker-dealers participating in the distribution of the Offered Shares may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
profit on the sale of the Offered Shares by the Selling Shareholders and any
commissions received by any such broker-dealers may be deemed to be
underwriting commissions under the Securities Act.
Under applicable rules and regulations under the Exchange Act,
any person engaged in a distribution of the Offered Shares may not
simultaneously engage in market making activities with respect to the Shares
for a period of nine business days prior to the commencement of such
distribution.
In order to comply with the securities laws of certain states, if
applicable, the Offered Shares will be sold in such jurisdictions only through
registered or licensed brokers. In addition, in certain states the Offered
Shares may not be sold unless they have been registered or qualified for sale
in the applicable state or an exemption from applicable registration or
qualification requirements is available and complied with.
There is no assurance that the Selling Shareholders will sell any
or all of the Offered Shares offered by them.
The Company will pay certain expenses incident to the offering
and sale of the Offered Shares to the public, other than commissions and
discounts of underwriters, dealers or agents, if any, and expenses of legal
counsel of the Selling Shareholders. Under the Merger Agreement, the Selling
Shareholders, their trustees, independent executors and officers and each of
their respective successors and assigns will be indemnified by the Company
against certain liabilities, including certain liabilities that may result from
certain public disclosures of information in connection with the registration,
offering and sale of the Offered Shares, except for information supplied to the
Company in writing by such parties or by any underwriter.
DESCRIPTION OF SHARES
The Shares of the Company have a par value of $0.03 per Share.
Each Share has equal dividend and liquidation rights. The Company is
authorized to issue 150,000,000 Shares. Each Share is entitled to one vote,
and the holders do not have cumulative voting rights. The Shares have no
preference, conversion, exchange, preemptive or appraisal rights and are not
subject to redemption, assessment or further call. The Company is also
authorized to issue up to 10,000,000 preferred shares, $0.03 par value per
share ("Preferred Shares"). The Preferred Shares may be issued in one or more
series as determined by the Board of Trust Managers. The Preferred Shares of
each such series may have such preferences, conversion and other rights, voting
powers, dividends rights, or other terms or conditions as determined by the
Board of Trust Managers.
As of July 1, 1994, the Company had 26,339,799 Shares
outstanding. No Preferred Shares are outstanding.
The Company's Restated Declaration of Trust (the "Declaration")
provides that shareholders shall not be subject to any personal liability for
the acts or obligations of the Company and that, to the extent practicable,
every written contract made by the Company shall contain a provision
exculpating shareholders of the Company from any personal liability for such
obligations. By statute, the State of Texas provides limited liability for
shareholders of a real estate investment
-5-
<PAGE> 7
trust organized under the Texas Real Estate Investment Trust Act ("REIT Act").
However, certain jurisdictions may not recognize the limited liability provided
shareholders under the REIT Act and, therefore, a shareholder may be held
personally liable to the extent that such claims are not satisfied by the
Company. Because of the uncertainty that may exist in the laws of certain
states in which the Company owns property or conducts business, wholly owned
subsidiary corporations are utilized to own properties in such states. The
bylaws of the Company provide for indemnification of shareholders by the
Company for any liabilities incurred in such capacity. The Company believes
that its operations have been conducted and will continue to be conducted in
such a way so as to avoid, as far as possible, ultimate liability of the
shareholders for liabilities of the Company.
The bylaws provide that annual meetings of shareholders are to be
held no later than the second Tuesday of May of each year. Special meetings
currently may be called by a majority of the trust managers or upon the written
request of the holders of 10% or more of the outstanding Shares. The
shareholders have certain voting rights with respect to the election or removal
of trust managers, any amendment or alteration of the Declaration and
termination of the Company. Such actions generally require a vote of the
holders of two-thirds of the outstanding Shares, except that the amendment of
provisions of the Declaration relating to the duration of the Company, the
prohibition against engaging in non-REIT business, Share ownership requirements
and the approval of certain business combination requires the vote of at least
80% of the outstanding Shares.
The Company operates in a manner intended to qualify for
treatment as a REIT under Sections 856 to 860 of the Code. In general, a REIT
that distributes to its shareholders at least 95% of its taxable income (other
than net capital gain) for a taxable year and that meets certain other
conditions will not be taxed on income (including net capital gain) distributed
for that year. If the Company fails to qualify in any taxable year, it will be
taxed as a corporation for that year, and distributions to shareholders will
not be deductible by the Company in computing its taxable income. Under
certain circumstances, the Company also will be disqualified from being treated
as a REIT for the ensuing four taxable years.
The Shares are freely transferable except that the transfer of
Shares is restricted as described below in certain situations where a proposed
transfer could jeopardize the qualification of the Company as a REIT under the
Code. For example, the Company would lose its qualification if 50% or more in
value of the outstanding Shares, including in some circumstances Preferred
Shares and Shares which may be issued upon conversion of outstanding debt
securities, if any, were held by five or fewer individuals at any time during
the last half of its taxable year or if the number of shareholders were reduced
to fewer than 100. In order for the Company to maintain its REIT status under
the Code, the Declaration limits each person to ownership of no more than 9.2%
of the outstanding Shares. Convertible securities (whether in registered or
bearer form) are treated as if such securities had been converted in
calculating the ownership limit. As of July 1, 1994, the Company had no
outstanding convertible securities. The Declaration provides that any attempted
transfers of Shares which would cause a person to exceed the limit shall be
null and void. However, because the Code imposes broad attribution rules in
determining constructive ownership, no assurances can be given that the
restrictions of the Declaration will be effective in maintaining the Company's
REIT status. Further, owners of more than 6.5% of the Shares as of January 19,
1988 (currently only Stanford Alexander who at July 1, 1994 beneficially owned
approximately 7.2% of the outstanding shares) are exempted from the limit.
Several provisions in the Declaration may have the effect of
deterring a take-over of the Company. These provisions restrict ownership of
the Company's outstanding Shares by a single person to 9.2% of such Shares to
assist in protecting and preserving the qualification of the Company as a REIT
under the Code and include a "fair price" provision that would deter a "two-
stage" take-over transaction by requiring an 80% vote of outstanding Shares for
certain defined "business combinations" with shareholders owning more than 50%
of the Shares if the transaction is neither approved by the Board of Trust
Managers nor meets certain price and procedural conditions. In addition, the
Declaration includes provisions for the authorization of the Board of Trust
Managers to issue up to 10,000,000 Preferred Shares with such rights,
qualifications, limitations or restrictions as are stated in the Board of Trust
Managers' resolution establishing such series of Preferred Shares.
-6-
<PAGE> 8
Society National Bank is the Transfer Agent and Registrar for the
Shares of the Company. The Shares are listed on the New York Stock Exchange
(Symbol: WRI).
LEGAL OPINIONS
Certain matters with respect to the legality of the securities
offered hereby will be passed upon for the Company by Andrews & Kurth L.L.P.,
Houston, Texas.
EXPERTS
The consolidated financial statements and related financial
schedules incorporated in this Prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 1993, have been
audited by Deloitte & Touche, independent auditors, as stated in their report
which is incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
-7-
<PAGE> 9
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE SHARES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN
THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
-------------------------
TABLE OF CONTENTS
PAGE
----
Available Information............................................... 2
Incorporation of Certain Documents
by Reference..................................................... 2
The Company......................................................... 3
Use of Proceeds..................................................... 3
Selling Shareholders................................................ 3
Plan of Distribution................................................ 4
Description of Shares............................................... 5
Legal Opinions...................................................... 7
Experts............................................................. 7
================================================================================
================================================================================
300,020 SHARES
WEINGARTEN REALTY
INVESTORS
SHARES OF BENEFICIAL INTEREST
--------
PROSPECTUS
--------
JULY , 1994
================================================================================
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC Registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,984
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . 10,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000
Printing and engraving . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,500
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . 2,500
New York Stock Exchange Listing Fee . . . . . . . . . . . . . . . . . . . . . 4,425
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 591
---------
Total* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 45,000
=========
</TABLE>
- --------------------
* Not including underwriters' and brokers' discounts or commissions, if any,
and legal or accounting fees, if any, attributable to the sale of Offered
Shares by the Selling Shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (B) of Section 9.1 of the Texas Real Estate Investment
Trust Act (the "Act") empowers a real estate investment trust to indemnify any
person who was, is, or is threatened to be made a named defendant or respondent
in any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, arbitrative, or investigative or any inquiry
or investigation that can lead to such an action, suit or proceeding because
the person is or was a trust manager, officer, employee or agent of the real
estate investment trust or is or was serving at the request of the real estate
investment trust as a trust manager, director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another real
estate investment trust, corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise against
expenses (including court costs and attorney fees), judgments, penalties, fines
and settlements if he conducted himself in good faith and reasonably believed
his conduct was in or not opposed to the best interests of the real estate
investment trust and, in the case of any criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful.
The Act further provides that a person may not be indemnified in
respect of a proceeding in which the person is found liable on the basis that
personal benefit was improperly received by him or in which the person is found
liable to the real estate investment trust. Indemnification pursuant to
Subsection (B) of Section 9.1 of the Act is limited to reasonable expenses
actually incurred and may not be made in respect of any proceeding in which the
person has been found liable for willful or intentional misconduct in the
performance of his duty to the real estate investment trust.
Section 15 of the Act provides that a trust manager shall not be
liable for any claims or damages that may result from his acts in the discharge
of any duty imposed or power conferred upon him by the real estate investment
trust, if, in the exercise of ordinary care, he acted in good faith and in
reliance upon the written opinion of any attorney for the real estate
investment trust. In addition, no trust manager shall be liable to the real
estate investment trust for any act, omission, loss, damage, or expense arising
from the performance of his duty under a real estate investment trust, save
only for his own willful misfeasance or malfeasance or negligence.
<PAGE> 11
Article Sixteen of the Restated Declaration of Trust of the
Company provides that the Company shall indemnify officers and trust managers,
as set forth below.
(a) The Company shall indemnify, to the extent provided in the
Company's Bylaws, every person who is or was a Trust Manager or officer
of the Company or its corporate predecessor and any person who is or was
serving at the request of the Company or its corporate predecessor as a
director, officer, partner, venturer, proprietor, trustee, employee,
agent or similar functionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit
plan or other enterprise with respect to all costs and expenses incurred
by such person as a result of such person being made or threatened to be
made a defendant or respondent in a proceeding by reason of his holding
or having held a position named above in this paragraph.
(b) If the indemnification provided in paragraph (a) is either
(i) insufficient to cover all costs and expenses incurred by any person
named in such paragraph as a result of such person being made or
threatened to be made a defendant or respondent in a proceeding by
reason of his holding or having held a position named in such paragraph
or (ii) not permitted by Texas law, the Company shall indemnify, to the
fullest extent that indemnification is permitted by Texas law, every
person who is or was a Trust Manager or officer of the Company or its
corporate predecessor and any person who is or was serving at the
request of the Company or its corporate predecessor as a director,
officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit
plan or other enterprise with respect to all costs and expenses incurred
by such person as a result of such person being made or threatened to be
made a defendant or respondent in a proceeding by reason of his holding
or having held a position named above in this paragraph.
The Company's Bylaws provide that the Company may indemnify any
Trust Manager or officer of the Company who was, is or is threatened to be made
a part to any suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, because the person is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company in the same or another capacity in another corporation or business
association, against judgments, penalties, fines, settlements and reasonable
expenses actually incurred if it is determined that the person: (i) conducted
himself in good faith, (ii) reasonably believed that, in the case of conduct in
his official capacity, his conduct was in the best interests of the Company,
and that, in all other cases, his conduct was at least not opposed to the best
interests of the Company, and (iii) in the case of any criminal proceeding, had
no reasonable cause to believe his conduct was unlawful; provided that, if the
person is found liable to the Company, the indemnification (A) is limited to
reasonable expenses actually incurred by the person in connection with the
proceeding and (B) will not be made in respect of any proceeding in which the
person shall have been found liable for willful or intentional misconduct in
the performance of his duty to the Company.
Under Section 11.4 of the Merger Agreement filed as Exhibit 10.1
hereto, as amended, the Company has agreed to indemnify, under certain
conditions, the Selling Shareholders against certain liabilities in connection
with the offering of the Offered Shares.
II-2
<PAGE> 12
ITEM 16. LIST OF EXHIBITS.
*5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
*10.1 Agreement of Merger by and between Weingarten Realty
Investors, WRI/Post Oak, Inc., Post Oak Center, Inc. and "B"
Building, Inc., dated October 1, 1993.
*10.2 First Amendment to Agreement of Merger by and between
Weingarten Realty Investors, WRI/Post Oak, Inc., Post Oak
Center, Inc. and "B" Building, Inc., dated December 15, 1993.
*10.3 Second Amendment to Agreement of Merger by and between
Weingarten Realty Investors, WRI/Post Oak, Inc., Post Oak
Center, Inc. and "B" Building, Inc., dated December 22, 1993.
*10.4 Third Amendment to Agreement of Merger by and between
Weingarten Realty Investors, WRI/Post Oak, Inc., Post Oak
Center, Inc. and "B" Building, Inc., dated February 28, 1994.
*10.5 Fourth Amendment to Agreement of Merger by and between
Weingarten Realty Investors, WRI/Post Oak, Inc., Post Oak
Center, Inc. and "B" Building, Inc., dated May 31, 1994.
*10.6 Second Amended Price Increase Guaranty by and between
Weingarten Realty Investors and the shareholders of Post Oak
Center, Inc. and "B" Building, Inc., dated June 30, 1994.
*23.1 The consent of Andrews & Kurth L.L.P. to the use of their
opinion in this Registration Statement is contained in the
opinion filed as Exhibit 5.1.
**23.2 Consent of Deloitte & Touche.
*24.1 A power of attorney, pursuant to which amendments to this
Registration Statement may be filed, is included on the
signature pages contained in Part II of this Registration
Statement.
- --------------------
* Previously filed.
** Filed herewith.
ITEM 17. UNDERTAKINGS.
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;
(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;
(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:
II-3
<PAGE> 13
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, 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 referenced in this
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 15 of
this Registration Statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
Prospectus filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of Prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this Registration Statement as of the time
it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of Prospectus 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.
II-4
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this Amendment
to its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on the
22nd day of July, 1994.
WEINGARTEN REALTY INVESTORS
By: /s/ JOSEPH W. ROBERTSON, JR.
____________________________________
Joseph W. Robertson, Jr.
Executive Vice President
and Trust Manager
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registrant's Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
_______________________________________________ Chairman and Trust Manager July 22, 1994
Stanford Alexander (Chief Executive Officer)
*
______________________________________________ Executive Vice President and July 22, 1994
Andrew M. Alexander Trust Manager
*
______________________________________________ President and Trust Manager July 22, 1994
Martin Debrovner
*
______________________________________________ Trust Manager July 22, 1994
Melvin A. Dow
</TABLE>
II-5
<PAGE> 15
<TABLE>
<S> <C> <C>
*
______________________________________________ Trust Manager July 22, 1994
Stephen A. Lasher
/s/ JOSEPH W. ROBERTSON, JR.
______________________________________________ Executive Vice President and July 22, 1994
Joseph W. Robertson, Jr. Trust Manager
(Chief Financial Officer)
*
______________________________________________ Trust Manager July 22, 1994
Douglas W. Schnitzer
*
______________________________________________ Trust Manager July 22, 1994
Marc J. Shapiro
*
______________________________________________ Trust Manager July 22, 1994
J.T. Trotter
*
______________________________________________ Vice President and Secretary July 22, 1994
M. Candace DuFour
*
______________________________________________ Vice President and Treasurer July 22, 1994
Stephen C. Richter (Principal Accounting Officer)
*By: /s/ JOSEPH W. ROBERTSON, JR.
_________________________________________
Joseph W. Robertson, Jr.
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 16
INDEX TO EXHIBITS
EXHIBIT
NUMBER
-------
*5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
*10.1 Agreement of Merger by and between Weingarten Realty
Investors, WRI/Post Oak, Inc., Post Oak Center, Inc. and "B"
Building, Inc., dated October 1, 1993.
*10.2 First Amendment to Agreement of Merger by and between
Weingarten Realty Investors, WRI/Post Oak, Inc., Post Oak
Center, Inc. and "B" Building, Inc., dated December 15, 1993.
*10.3 Second Amendment to Agreement of Merger by and between
Weingarten Realty Investors, WRI/Post Oak, Inc., Post Oak
Center, Inc. and "B" Building, Inc., dated December 22, 1993.
*10.4 Third Amendment to Agreement of Merger by and between
Weingarten Realty Investors, WRI/Post Oak, Inc., Post Oak
Center, Inc. and "B" Building, Inc., dated February 28, 1994.
*10.5 Fourth Amendment to Agreement of Merger by and between
Weingarten Realty Investors, WRI/Post Oak, Inc., Post Oak
Center, Inc. and "B" Building, Inc., dated May 31, 1994.
*10.6 Second Amended Price Increase Guaranty by and between
Weingarten Realty Investors and the shareholders of Post Oak
Center, Inc. and "B" Building, Inc., dated June 30, 1994.
*23.1 The consent of Andrews & Kurth L.L.P. to the use of their
opinion in this Registration Statement is contained in the
opinion filed as Exhibit 5.1.
**23.2 Consent of Deloitte & Touche.
*24.1 A power of attorney, pursuant to which amendments to this
Registration Statement may be filed, is included on the
signature pages contained in Part II of this Registration
Statement.
- --------------------
* Previously filed.
** Filed herewith.
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
Weingarten Realty Investors:
We consent to the incorporation by reference in this Amendment
No. 1 to the Registration Statement No. 33-54529 of Weingarten Realty
Investors on Form S-3 of our report dated February 24, 1994, appearing in and
incorporated by reference in the Annual Report on Form 10-K of Weingarten
Realty Investors for the year ended December 31, 1993 and to the reference to
us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE
Houston, Texas
July 22, 1994
