<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ....... TO .......
COMMISSION FILE NUMBER 1-9876
WEINGARTEN REALTY INVESTORS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
TEXAS 74-1464203
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2600 CITADEL PLAZA DRIVE
P.O. BOX 924133
HOUSTON, TEXAS 77292-4133
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(713) 866-6000
(REGISTRANT'S TELEPHONE NUMBER)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT.
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
<S> <C>
Common Shares of Beneficial Interest, New York Stock Exchange
$0.03 par value
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of the common shares held by non-affiliates
(based upon the closing sale price on the New York Stock Exchange) on March 4,
1994 was approximately $861,194,144. As of March 4, 1994, there were 26,038,279
shares of beneficial interest, $.03 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement in connection with its Annual
Meeting of Shareholders to be held April 28, 1994 are incorporated by reference
in Part III.
Exhibit Index beginning on Page 32.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
ITEM NO. NO.
- ---------- ----
<S> <C> <C>
PART I
1. Business.................................................................. 1
2. Properties................................................................ 3
3. Legal Proceedings......................................................... 9
4. Submission of Matters to a Vote of Security Holders....................... 10
Executive Officers of the Registrant...................................... 10
PART II
5. Market for Registrant's Common Shares of Beneficial
Interest and Related Shareholder Matters.................................. 11
6. Selected Financial Data................................................... 12
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................................... 12
8. Financial Statements and Supplementary Data............................... 16
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure....................................... 31
PART III
10. Directors and Executive Officers of the Registrant........................ 31
11. Executive Compensation.................................................... 31
12. Security Ownership of Certain Beneficial Owners and
Management................................................................ 31
13. Certain Relationships and Related Transactions............................ 31
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K........... 32
</TABLE>
<PAGE> 3
PART I
ITEM 1. BUSINESS
General. Weingarten Realty Investors (the "Company"), an unincorporated
trust organized under the Texas Real Estate Investment Trust Act and its
predecessor entity began the ownership and development of shopping centers and
other commercial real estate in 1948. The Company, as of December 31, 1993,
owned or had interests in 150 developed income-producing real estate projects,
134 of which were shopping centers, located in the Houston metropolitan area and
in other parts of Texas and in Louisiana, Arkansas, Oklahoma, New Mexico,
Arizona, Maine and Tennessee. The Company's other commercial real estate
projects included twelve industrial projects, three multi-family housing
properties and one office building, which serves as the Company's headquarters.
The Company's interests in these projects aggregated approximately 15.0 million
square feet of building area and 57.3 million square feet of land area. The
Company also owned interests in 24 parcels of unimproved land held for future
development which aggregated approximately 8.5 million square feet.
The Company currently employs 153 persons, its principal executive offices
are located at 2600 Citadel Plaza Drive, Houston, Texas 77008, and its phone
number is (713) 866-6000.
Reorganizations. In December 1984, the Company engaged in a series of
transactions primarily designed to enable it to qualify as a real estate
investment trust ("REIT") for federal income tax purposes for the 1985 calendar
year and subsequent years. The Company contributed certain assets considered
unsuitable for ownership by the Company as a REIT and $3.5 million in cash to
WRI Holdings, Inc. ("Holdings"), a Texas corporation and a newly-formed
subsidiary of the Company, in exchange for voting and non-voting common stock of
Holdings (which was subsequently distributed to the Company's shareholders) and
$26.8 million of mortgage bonds. For additional information concerning Holdings,
refer to Note 8 of the Notes to Consolidated Financial Statements at page 25.
On March 22, 1988, the Company's shareholders approved the conversion of
the Company's form of organization from a Texas corporation to an unincorporated
trust organized under the Texas Real Estate Investment Trust Act. The conversion
was effected by the Company's predecessor entity, Weingarten Realty, Inc.,
transferring substantially all of its assets and liabilities to the newly-formed
Company in exchange for common shares of beneficial interest, $.03 par value
("Common Shares"), in the Company. The shareholders of the corporation received
Common Shares for their shares of Common Stock of the corporation (on a share-
for-share basis), and the trust continues the business that was previously
conducted by the corporation. The change did not affect the registrant's assets,
liabilities, management or federal income tax status as a REIT.
Management Services. Through December 31, 1992, the Company contracted with
Weingarten Realty Management Company (the "Management Company"), whereby the
Management Company performed certain services for the Company as an independent
contractor. The Management Company provided leasing and management services with
respect to the operation of substantially all of the Company's properties
including collecting rent, making repairs, cleaning and providing maintenance.
In addition, the Management Company performed acquisition and development
services for the Company such as conducting feasibility studies on properties
subject to purchase, constructing additional improvements on its existing
properties, developing new properties or renovating existing improvements. The
Management Company paid all operating expenses of the properties out of the
rents collected from such properties and was required to maintain books and
records and to furnish the Company monthly and annual financial reports and
annual budgets for each property. The Management Company was paid a fee under
the management agreement for managing the Company's properties based on gross
revenues from the Company's income producing properties and was paid additional
fees for leasing services and for certain additional services specifically
requested by the Company, including market research, advertising and promotion,
development, acquisition and management information services. The Management
Company was also reimbursed for certain of its costs and expenses. The Company
continues to be "self-advised" and is now self-managed.
Effective January 1, 1993, the Management Company was acquired by the
Company, thereby allowing direct management of its properties. This transaction
was completed based on a favorable private letter ruling by the Internal Revenue
Service. It formally integrated the management personnel of the Company with
1
<PAGE> 4
management personnel previously employed by the Management Company. The
combination had no material effect on the Company's operations or financial
position.
Location of Properties. Historically, the Company has emphasized
investments in properties located primarily in the Houston area. Since 1987, the
Company has actively acquired properties outside of Houston. Of the Company's
174 properties which were owned as of December 31, 1993, 77 of its 150 developed
properties and 16 of its 24 parcels of unimproved land were located in the
Houston metropolitan area. In addition to these properties, the Company owned 46
developed properties and 5 parcels of unimproved land located in other parts of
Texas. Because of the Company's investments in the Houston area, as well as in
other parts of Texas, the Houston and Texas economies affect, to some degree,
the business and operations of the Company.
Houston's 1993 economic performance was generally flat compared to 1992 and
performed at a lower level than the strengthening national economy. This
stagnant economic performance was due in large part to weak oil and gas prices,
energy industry consolidations, and national policy uncertainty in the health
care and aerospace industries. A deterioration in the Houston or Texas economies
could adversely affect the Company. However, the Company's centers are generally
anchored by grocery and drug stores under
long-term leases, and such types of stores tend to be less affected by economic
change.
Competition. There are other developers and operators engaged in the
development, acquisition, and operation of shopping centers and commercial
property who compete with the Company in its trade areas. This results in
competition for both acquisitions of existing income-producing properties and
also for prime development sites. There is also competition for tenants to
occupy the space that the Company and its competitors develop, acquire and
manage.
The Company believes that the principal competitive factors in attracting
tenants in its market areas are location, price, anchor tenants and maintenance
of properties and that the Company's competitive advantages include the
favorable locations of its properties, its ability to provide a retailer with
multiple locations in the Houston area with anchor tenants and its practice of
continuous maintenance and renovation of its properties.
Financial Information. Certain additional financial information concerning
the Company is included in the Company's Consolidated Financial Statements
located on pages 16 through 30 herein.
2
<PAGE> 5
ITEM 2. PROPERTIES
At the end of 1993 the Company's real estate properties consisted of 174
locations in eight states. A complete listing of these properties, including the
name, location, building area and land area, as applicable, is as follows:
SHOPPING CENTERS
<TABLE>
<CAPTION>
Building
Name and Location Area Land Area
----------------- ---------- ----------
<S> <C> <C>
HOUSTON AND HARRIS COUNTY TOTAL................................... 6,036,000 24,282,000
Alabama-Shepherd, S. Shepherd at W. Alabama....................... 28,000* 88,000*
Almeda Road, Almeda at Cleburne................................... 35,000 147,000
Bayshore Plaza, Spencer Hwy. at Burke Rd.......................... 36,000 196,000
Bellaire Boulevard, Bellaire at S. Rice........................... 35,000 137,000
Bellfort, Bellfort at Southbank................................... 48,000 167,000
Bellfort Southwest, Bellfort at Gessner........................... 30,000 89,000
Bellwood, Bellaire at Kirkwood.................................... 136,000 655,000
Bingle Square, U.S. Hwy. 290 at Bingle............................ 46,000 168,000
Braeswood Square, N. Braeswood at Chimney Rock.................... 103,000 422,000
Crestview, Bissonnet at Wilcrest.................................. 9,000 35,000
Cullen Place, Cullen at Reed...................................... 7,000 30,000
Cullen Plaza, Cullen at Wilmington................................ 81,000 318,000
Cypress Pointe, F.M. 1960 at Cypress Station...................... 84,000 568,000
Del Sol Market Place, Telephone at Monroe......................... 26,000 87,000
Eastpark, Mesa Rd at Tidwell...................................... 140,000 665,000
Edgebrook, Edgebrook at Gulf Fwy.................................. 76,000 360,000
Fiesta Village, Quitman at Fulton................................. 30,000 80,000
Fondren Southwest Village, Fondren at W. Bellfort................. 225,000 1,014,000
Fondren/West Airport, Fondren at W. Airport....................... 62,000 223,000
45/York Plaza, I-45 at W. Little York............................. 210,000 840,000
Glenbrook Square, Telephone Road.................................. 70,000 320,000
Griggs Road, Griggs at Cullen..................................... 83,000 412,000
Harrisburg Plaza, Harrisburg at Wayside........................... 86,000 334,000
Heights Plaza, 20th St. at Yale................................... 36,000* 114,000*
Humblewood Shopping Plaza, Eastex Fwy. at F.M. 1960............... 181,000 784,000
Inwood Village, W. Little York at N. Houston-Rosslyn.............. 68,000 305,000
Jacinto City, Market at Baca...................................... 23,000* 67,000*
Kingwood, Kingwood Dr. at Chesnut Ridge........................... 153,000 648,000
Landmark, Gessner at Harwin....................................... 56,000 228,000
Lawndale, Lawndale at 75th St..................................... 53,000 177,000
Little York Plaza, Little York at E. Hardy........................ 115,000 486,000
Long Point, Long Point at Wirt (76%).............................. 58,000* 257,000*
Lyons Avenue, Lyons at Shotwell................................... 63,000 185,000
Market at Westchase, Westheimer at Wilcrest....................... 84,000 333,000
Miracle Corners, S. Shaver at Southmore........................... 87,000 386,000
Northbrook, Northwest Fwy. at W. 34th............................. 204,000 656,000
North Main Square, Pecore at N. Main.............................. 18,000 64,000
North Oaks, F.M. 1960 at Veterans Memorial........................ 321,000 1,246,000
North Triangle, I-45 at F.M. 1960................................. 17,000 131,000
Northway, Northwest Fwy. at 34th.................................. 212,000 793,000
Northwest Crossing, N.W. Fwy. at Hollister........................ 4,000 38,000
</TABLE>
(Table continued on following page)
3
<PAGE> 6
<TABLE>
<CAPTION>
Building
Name and Location Area Land Area
----------------- ---------- ----------
<S> <C> <C>
Northwest Park Plaza, F.M. 149 at Champions Forest................ 32,000 268,000
Oak Forest, W. 43rd at Oak Forest................................. 156,000 541,000
Orchard Green, Gulfton at Renwick................................. 64,000 257,000
Randalls/Cypress Station, F.M. 1960 at I-45....................... 141,000 668,000
Randalls/El Dorado, El Dorado at Hwy. 3........................... 119,000 429,000
Randalls/Kings Crossing, Kingwood Dr. at Lake Houston Pkwy........ 128,000 624,000
Randalls/Norchester, Grant at Jones............................... 107,000 475,000
River Oaks, East, W. Gray at Woodhead............................. 65,000 206,000
River Oaks, West, W. Gray at S. Shepherd.......................... 235,000 609,000
Sheldon Forest, North, I-10 at Sheldon............................ 20,000 131,000
Sheldon Forest, South, I-10 at Sheldon............................ 39,000* 164,000*
Shops at Three Corners, S. Main at Old Spanish Trail (70%)........ 183,000* 803,000*
Southgate, W. Fuqua at Hiram Clark................................ 115,000 533,000
Spring Plaza, Hammerly at Campbell................................ 56,000 202,000
Steeplechase, Jones Rd at F.M. 1960............................... 193,000 849,000
Stella Link, North, Stella Link at S. Braeswood (76%)............. 40,000* 156,000*
Stella Link, South, Stella Link at S. Braeswood................... 15,000 56,000
Studemont, Studewood at E. 14th St................................ 29,000 91,000
Ten Blalock Square, I-10 at Blalock............................... 97,000 321,000
10/Federal, I-10 at Federal....................................... 131,000 474,000
University Plaza, Bay Area At Space Center........................ 96,000 424,000
The Village Arcade, University at Kirby........................... 84,000 168,000
Westbury Triangle, Chimney Rock at W. Bellfort.................... 67,000 257,000
Westchase, Westheimer at Wilcrest................................. 234,000 766,000
Westhill Village, Westheimer at Hillcroft......................... 125,000 480,000
Wilcrest Southwest, Wilcrest at Southwest Fwy. ................... 26,000 77,000
TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL..................... 3,781,000 16,630,000
Coronado, S.W. 34th St. at Wimberly Dr., Amarillo................. 49,000 201,000
Puckett Plaza, Bell Road, Amarillo................................ 133,000 621,000
Spanish Crossroads, Bell St. at Atkinson St., Amarillo............ 72,000 275,000
Wolflin Village, Wolflin Ave. at Georgia St., Amarillo............ 175,000 513,000
Merrilee, U.S. Highway 80 at Merrilee, Arlington.................. 8,000 74,000
Southridge Plaza, William Cannon Dr. at S. 1st St., Austin
(51%)........................................................... 73,000* 288,000*
Calder, Calder at 24th St., Beaumont.............................. 34,000 129,000
North Park Plaza, Eastex Fwy. at Dowlen, Beaumont................. 70,000* 318,000*
Phelan West, Phelan at 23rd St., Beaumont (67%)................... 16,000* 59,000*
Southgate, Calder Ave. at 6th St., Beaumont....................... 34,000 118,000
Westmont, Dowlen at Phelan, Beaumont.............................. 95,000 507,000
Baywood, State Hwy. 60 at Baywood Dr., Bay City................... 40,000 169,000
Bryan Village, Texas at Pease, Bryan.............................. 29,000 98,000
Parkway Square, Southwest Pkwy. at Texas Ave., College Station.... 98,000 444,000
Montgomery Plaza, Loop 336 West, Conroe........................... 233,000 911,000
River Pointe, I-45 at Loop 336, Conroe............................ 42,000 252,000
Portairs Shopping Center, Ayers St. at Horne Rd., Corpus
Christi......................................................... 121,000 416,000
Coronado Hills, Mesa at Balboa, El Paso (15%)..................... 19,000* 86,000*
Broadway, Broadway at 59th St., Galveston (76%)................... 58,000* 167,000*
Galveston Place, Central City Blvd. at 61st St., Galveston........ 123,000 527,000
Food King Place, 25th St. at Avenue P, Galveston.................. 28,000 78,000
Cedar Bayou, Bayou Rd, LaMarque................................... 15,000 51,000
</TABLE>
(Table continued on following page)
4
<PAGE> 7
<TABLE>
<CAPTION>
Building
Name and Location Area Land Area
----------------- ---------- ----------
<S> <C> <C>
Corum South, Gulf Fwy., League City............................... 88,000 574,000
Caprock Center, 50th at Boston Ave., Lubbock...................... 375,000 1,255,000
Town & Country, 4th St. at University, Lubbock.................... 171,000 703,000
Angelina Village, Hwy. 59 at Loop 287, Lufkin..................... 231,000 1,641,000
Independence Plaza, Town East Blvd., Mesquite (15%)............... 27,000* 118,000*
University Park Plaza, University Dr. at E. Austin St.,
Nacogdoches..................................................... 78,000 283,000
Mid-County, Twin Cities Hwy. at Nederland Ave., Nederland......... 107,000 611,000
Porterwood, Eastex Fwy. at F.M. 1314, Porter...................... 99,000 487,000
Gilham Circle, Gilham Circle at Thomas, Port Arthur............... 33,000 94,000
Village, 9th Ave. at 25th St., Port Arthur (76%).................. 39,000* 185,000*
Plaza, Ave. H at U.S. Hwy. 90A, Rosenberg......................... 41,000* 135,000*
Rose-Rich, U.S. Hwy. 90A at Lane Dr., Rosenberg................... 104,000 386,000
Bandera Village, Bandera at Hillcrest, San Antonio................ 57,000 607,000
Parliament Square, W. Ave. at Blanco, San Antonio................. 65,000 260,000
San Pedro Court, San Pedro at Hwy. 281N., San Antonio............. 2,000 18,000
Williams Trace, Hwy. 6 at Williams Trace, Sugarland............... 263,000 1,187,000
New Boston Road, New Boston at Summerhill, Texarkana.............. 90,000 335,000
Mainland, Hwy. 1765 at Hwy. 3, Texas City......................... 65,000 279,000
Palmer Plaza, F.M. 1764 at 34th St., Texas City................... 97,000 367,000
Island Market Place, 6th St. at 9th Ave., Texas City.............. 27,000 90,000
Broadway, S. Broadway at W. 9th St., Tyler (76%).................. 41,000* 197,000*
Crossroads, I-10 at N. Main, Vidor................................ 116,000 516,000
LOUISIANA, TOTAL.................................................. 1,086,000 4,146,000
Park Terrace, U.S. Hwy. 171 at Parish, DeRidder................... 137,000 520,000
Westwood Village, W. Congress at Bertrand, Lafayette.............. 135,000 508,000
East Town, 3rd Ave. at 1st St., Lake Charles...................... 33,000* 117,000*
14/Park Plaza, Hwy. 14 at General Doolittle, Lake Charles......... 207,000 655,000
Kmart Plaza, Ryan St., Lake Charles............................... 89,000* 406,000*
Southgale, Ryan at Eddy, Lake Charles............................. 157,000 618,000
Danville Plaza, Louisville at 19th, Monroe........................ 143,000 539,000
Orleans Station, Paris, Robert E. Lee & Chatham, New Orleans...... 5,000 31,000
Southgate, 70th at Mansfield, Shreveport.......................... 73,000 359,000
Westwood, Jewella at Greenwood, Shreveport........................ 107,000 393,000
ARKANSAS, TOTAL................................................... 599,000 2,252,000
Evelyn Hills, College Ave. at Abshier, Fayetteville............... 154,000 750,000
Broadway Plaza, Broadway at W. Roosevelt, Little Rock............. 43,000 148,000
Geyer Springs, Geyer Springs at Baseline, Little Rock............. 153,000 415,000
Markham Square, W. Markham at John Barrow, Little Rock............ 134,000 535,000
Westgate, Cantrell at Bryant, Little Rock......................... 50,000 206,000
Crossroads, Main at Pershing, North Little Rock................... 65,000 198,000
OKLAHOMA, TOTAL................................................... 455,000 1,941,000
Bryant Square, Bryant Ave. at 2nd St., Edmond..................... 282,000 1,259,000
Town & Country, Reno Ave. at North Air Depot, Midwest City........ 137,000 540,000
Market Boulevard, E. Reno Ave. at N. Douglas Ave., Midwest City... 36,000 142,000
</TABLE>
(Table continued on following page)
5
<PAGE> 8
<TABLE>
<CAPTION>
Building
Name and Location Area Land Area
----------------- ---------- ----------
<S> <C> <C>
NEW MEXICO, TOTAL................................................. 177,000 931,000
Eastdale, Candelaria Rd. at Eubank Blvd., Albuquerque (15%)....... 17,000* 90,000*
North Town Plaza, Little St. at N. Main, Albuquerque.............. 103,000 656,000
DeVargas, N. Guadalupe at Paseo de Peralta, Santa Fe (23%)........ 57,000* 185,000*
ARIZONA, TOTAL.................................................... 108,000 432,000
Broadway Marketplace, Broadway at Rural, Tempe.................... 86,000 347,000
Fry's Valley Plaza, S. McClintock at E. Southern, Tempe (15%)..... 22,000* 85,000*
MAINE, TOTAL...................................................... 143,000 482,000
The Promenade, Essex at Summit, Lewiston.......................... 143,000* 482,000*
TENNESSEE, TOTAL.................................................. 20,000 84,000
Highland Square, Summer at Highland, Memphis...................... 20,000 84,000
INDUSTRIAL
HOUSTON AND HARRIS COUNTY, TOTAL.................................. 2,152,000 5,226,000
Central Park North, W. Hardy Rd. at Kendrick Dr. ................. 155,000 465,000
Central Park Northwest, Central Pkwy. at Dacoma................... 175,000 518,000
Railwood Industrial Park, Mesa at U.S. 90......................... 642,000 1,634,000
West Loop Business Center, Loop 610 at 11th St. .................. 349,000 719,000
Navigation Business Park, Navigation At N. York................... 238,000 555,000
South Loop Business Park, S. Loop at Long Dr...................... 46,000* 103,000*
South Park II, Rockley Road....................................... 68,000 216,000
Park Southwest, Stancliff at Brooklet............................. 52,000 159,000
West Loop Commerce Center, W. Loop N. at I-10..................... 34,000 91,000
West-10 Business Center, Wirt Rd. at I-10......................... 141,000 330,000
1200 Lathrop, 1200 Lathrop St. ................................... 252,000 436,000
TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL..................... 112,000 328,000
Nasa One Business Center, Nasa Road One at Hwy. 3, Webster........ 112,000 328,000
MULTI-FAMILY RESIDENTIAL
HOUSTON & HARRIS COUNTY, TOTAL.................................... 126,000 203,000
York Townhouse Apartments, Yorktown at San Felipe (26%)........... 126,000* 203,000*
TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL..................... 37,000 95,000
Summer Place Apartments, Hillcrest at Quill Dr., San Antonio...... 37,000* 95,000*
LOUISIANA, TOTAL.................................................. 41,000 132,000
Southern Oaks Apartments, Mansfield Rd., Shreveport............... 41,000* 132,000*
OFFICE BUILDING
HOUSTON & HARRIS COUNTY, TOTAL.................................... 121,000 171,000
Citadel Plaza, N. Loop 610 at Citadel Plaza Dr. .................. 121,000 171,000
UNIMPROVED LAND
HOUSTON & HARRIS COUNTY, TOTAL.................................... 6,275,000
Bissonnet at Wilcrest............................................. 798,000
Citadel Plaza at 610 N. Loop...................................... 137,000
</TABLE>
(Table continued on following page)
6
<PAGE> 9
<TABLE>
<CAPTION>
Building
Name and Location Area Land Area
----------------- ---------- ----------
<S> <C> <C>
East Orem......................................................... 122,000
Hollister at Hwy. 290............................................. 634,000
Kirkwood at Dashwood Dr. ......................................... 322,000
Lockwood at Navigation............................................ 163,000
Mesa Rd. at Tidwell............................................... 901,000
Mesa Rd. at Spikewood............................................. 1,810,000
Mowery at Cullen.................................................. 118,000
Northwest Fwy. at Gessner......................................... 484,000
Redman at W. Denham............................................... 17,000
Renwick at Gulfton................................................ 17,000
Sheldon at I-10................................................... 19,000
W. Little York at I-45............................................ 322,000
W. Little York at N. Houston-Rosslyn.............................. 266,000
W. Loop N. at I-10................................................ 145,000
TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL..................... 716,000
Loop 336 at I-45, Conroe.......................................... 77,000
River Pointe Dr. at I-45, Conroe.................................. 186,000
River Pointe, Montgomery County................................... 98,000*
Hillcrest, Sunshine at Quill, San Antonio......................... 171,000
Hwy. 3 at Hwy. 1765, Texas City................................... 184,000
LOUISIANA, TOTAL.................................................. 1,537,000
U.S. Hwy. 171 at Parish, DeRidder................................. 462,000
Ernest, Ryan at Eddy, Lake Charles................................ 252,000
Woodland Hwy., Plaquemines Parish (5%)............................ 823,000*
ALL PROPERTIES -- BY LOCATION
GRAND TOTAL....................................................... 14,994,000 65,863,000
Houston & Harris County........................................... 8,435,000 36,157,000
Texas (excluding Houston & Harris County)......................... 3,930,000 17,769,000
Louisiana......................................................... 1,127,000 5,815,000
Arkansas.......................................................... 599,000 2,252,000
Oklahoma.......................................................... 455,000 1,941,000
New Mexico........................................................ 177,000 931,000
Arizona........................................................... 108,000 432,000
Maine............................................................. 143,000 482,000
Tennessee......................................................... 20,000 84,000
ALL PROPERTIES -- BY CLASSIFICATION
GRAND TOTAL....................................................... 14,994,000 65,863,000
Shopping Centers.................................................. 12,405,000 51,180,000
Industrial........................................................ 2,264,000 5,554,000
Multi-Family Residential.......................................... 204,000 430,000
Office Building................................................... 121,000 171,000
Unimproved Land................................................... 8,528,000
</TABLE>
- ---------------
Note: Total square footage includes 4,700,000 square feet of land leased and
170,000 square feet of building leased from others. The square feet
figures represent the Company's proportionate ownership of the entire
property.
* Denotes partial ownership. The Company's interest is 50% except where noted.
7
<PAGE> 10
General. In 1993, no single property accounted for more than 3.7% of the
Company's total assets or 5.6% gross revenues. Three properties, in the
aggregate, represented approximately 12.6% of the Company's gross revenues for
the year ended December 31, 1993; otherwise, none of the remaining properties
accounted for more than 2.6% of the Company's gross revenues during the same
period. The occupancy rate for all of the Company's improved properties as of
December 31, 1993 was 92.1%.
Substantially all of the Company's properties are owned directly by the
Company (subject in certain cases to mortgages), although the Company's
interests in certain of its properties are held indirectly through its interests
in joint ventures or under long-term leases. In the opinion of management of the
Company, its properties are well maintained and in good repair, suitable for
their intended uses, and adequately covered by insurance.
Shopping Centers. As of December 31, 1993, the Company owned, either
directly or through its interests in joint ventures, 134 shopping centers with
approximately 12.4 million square feet of building area. The shopping centers
were located predominantly in Texas with other locations in Louisiana, Arkansas,
Oklahoma, New Mexico, Arizona, Maine and Tennessee.
The Company's shopping centers are primarily neighborhood and community
shopping centers which range in size from 100,000 to 400,000 square feet, as
distinguished from small strip centers which generally contain 5,000 to 25,000
square feet and from large regional enclosed malls which generally contain over
500,000 square feet. Most of the centers do not have climatized common areas but
are designed to allow retail customers to park their automobiles in close
proximity to any retailer in the center. The Company's centers are customarily
constructed of masonry, steel and glass and all have lighted, paved parking
areas which are typically landscaped with berms, trees and shrubs. They are
generally located at major intersections in close proximity to neighborhoods
which have existing populations sufficient to support retail activities of the
types conducted in the Company's centers.
The Company has approximately 2,600 separate leases with approximately
1,900 different tenants in its portfolio, including national and regional
supermarket chains, other nationally or regionally known stores (including drug
stores, discount department stores, junior department stores and catalog stores)
and a great variety of other regional and local retailers. The large number of
locations offered by the Company and the types of traditional anchor tenants
help attract prospective new tenants. National and regional supermarket chains
which are tenants in the Company's centers include Albertsons, Fiesta, Fleming
Foods, HEB, Kroger Supermarkets, Market Basket, Price-Lo, Randalls Food Markets,
Rice Food Markets and Super Value Supermarkets. In addition to these supermarket
chains, the Company's nationally and regionally known retail store tenants
include Eckerd and Walgreen drugstores; K-Mart and Wal-Mart discount stores;
Beall's, Palais Royal and Weiner's junior department stores; MacFrugals,
Marshall's, Office Depot, Solo Serve, 50-Off and T.J. Maxx off-price specialty
stores; Luby's, Piccadilly and Wyatt cafeterias; Academy, Oshman's and
SportsTown sporting goods; Service Merchandise catalog stores; and the following
restaurant chains: Arby's, Boston Chicken, Burger King, Champ's, Church's Fried
Chicken, Dairy Queen, Domino's, Jack-in-the-Box, Kentucky Fried Chicken, Long
John Silver's, McDonald's, Olive Garden, Outback Steakhouse, Pizza Hut,
Shoney's, Steak & Ale, Taco Bell and What-a-burger. The Company also leases
space in 3,000 to 10,000 square foot areas to national chains such as
Clothestime, The Gap, One Price Stores, Payless Shoes (a division of the May
Company) and Radio Shack (McDuff's).
The Company's shopping center leases have lease terms generally ranging
from three to five years for tenant space under 5,000 square feet and from 10 to
35 years for tenant space over 10,000 square feet. Leases with primary lease
terms in excess of 10 years, generally for anchor and out-parcels, frequently
contain renewal options which allow the tenant to extend the term of the lease
for one or more additional periods, each such period generally being of a
shorter duration than the primary lease term. The rental rates paid during a
renewal period are generally based upon the rental rate for the primary term,
sometimes adjusted for inflation or for the amount of the tenant's sales during
the primary term.
Most of the Company's leases provide for the monthly payment in advance of
fixed minimum rentals, the tenants' pro rata share of ad valorem taxes,
insurance (including fire and extended coverage, rent insurance and liability
insurance) and common area maintenance for the center (based on estimates of the
costs for such
8
<PAGE> 11
items) and for the payment of additional rentals based on a percentage of the
tenants' sales ("percentage rentals"). Utilities are generally paid directly by
tenants except where common metering exists with respect to a center, in which
case the Company makes the payments for the utilities and is reimbursed by the
tenants on a monthly basis. Generally, the Company's leases prohibit the tenant
from assigning or subletting its space and require the tenant to use its space
for the purpose designated in its lease agreement and to operate its business on
a continuous basis. Certain of the lease agreements with major tenants contain
modifications of these basic provisions in view of the financial condition,
stability or desirability of such tenants. Where a tenant is granted the right
to assign or sublet its space, the lease agreement generally provides that the
original lessee will remain liable for the payment of the lease obligations
under such lease agreement.
During 1993, the Company added approximately 1.2 million square feet to its
portfolio of shopping center properties through the acquisition of properties
and another 148,000 square feet of space through development. The acquisitions
were primarily focused in the Houston area. However, during the year, the
Company entered two new markets -- El Paso, which complements its West Texas and
Albuquerque holdings, and Phoenix, Arizona, which represents an opportunity to
gain a significant presence in a growing metropolitan area.
Industrial Properties. The Company currently owns a total of twelve
industrial projects, all located in the greater Houston area. These projects
include 40 buildings having a total of 2.3 million square feet of building area
situated on 5.6 million square feet of land. These figures include the Company's
interests in a joint venture. Major tenants of the Company's industrial
properties include Advo (a leading direct mail advertising company), Pepsico's
PFS division, Stone Container Corporation, Iron Mountain Records Storage and
Paul Arpin Van Lines.
Four of such buildings, containing approximately 642,000 square feet of
building space, are located in the Railwood Industrial Park, a master-planned
industrial park in northeast Houston, which offers full utilities, loading docks
and rail service in an architecturally controlled environment.
During 1993, the Company acquired one project representing 68,000 square
feet of office/service space. This center is located in Houston and had an
average occupancy of 26% at the time of the acquisition.
Office Building. The Company owns a seven-story, 121,000 square foot
masonry office building with a detached, covered, three-level parking garage
situated on 171,000 square feet of land fronting on North Loop 610 West in
Houston. The building serves as the Company's corporate headquarters. Other than
the Company, the major tenant of the building is Charter Bank, which occupies
22%.
Multi-family Residential Properties. The Company owns, through joint
venture interests, three apartment projects located in Houston and San Antonio,
Texas and Shreveport, Louisiana. The Company's percentage ownership represents
approximately 283 units of the projects' aggregate 833 units. All are garden-
type projects complemented by landscaping, recreational areas and adequate
parking. These projects are managed by our joint venture partners, all of whom
are experienced apartment operators.
Unimproved Land. The Company owns, directly or through its interest in
joint ventures, 24 parcels of unimproved land aggregating approximately 8.5
million square feet of land area located in Texas and Louisiana. These
properties include approximately 5.6 million square feet of land adjacent to
certain of the Company's existing developed properties, which may be used for
expansion of these developments, as well as approximately 2.9 million square
feet of land which may be used for new development. Almost all of these
unimproved properties are served by roads and utilities and are ready for
development. Most of these parcels are suitable for development as shopping
centers, and the Company intends to emphasize the development of these parcels
for such purpose.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings, other than ordinary
routine litigation incidental to its business, to which the Company is a party
or to which any of its properties is subject.
9
<PAGE> 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the
twelve executive officers of the Company as of March 4, 1994.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Stanford Alexander............ 65 Chairman/Chief Executive Officer
Martin Debrovner.............. 57 President/Chief Operating Officer
Joseph W. Robertson, Jr....... 46 Executive Vice President/Chief
Financial Officer
Andrew M. Alexander........... 37 Executive Vice President/Asset
Management
Gary Cunningham............... 45 Vice President/New Development and
Acquisitions
M. Candace DuFour............. 44 Vice President/Acquisitions and
Secretary
Johnny L. Hendrix............. 36 Vice President/Leasing
Joseph W. Karp................ 42 Vice President/Operating Properties
John J. Marcisz............... 56 Vice President/Construction
Stephen C. Richter............ 39 Vice President/Financial
Administration and Treasurer
Jeffrey A. Tucker............. 46 Vice President/General Counsel
Steven R. Weingarten.......... 36 Vice President/Leasing
</TABLE>
Mr. S. 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. 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 Weingarten Realty Management Company (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
Weingarten Properties Trust.
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. A. 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 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.
10
<PAGE> 13
Ms. DuFour became Vice President/Acquisitions and Secretary of the Company
on January 1, 1993. From January 1986 until March 1989, she was
Secretary/Treasurer and from March 1989 until December 1992 she was Vice
President, Secretary and Treasurer of the Company.
Mr. Karp became Vice President/Operating Properties of the Company on
January 1, 1993. For the five years prior to that time, he served as Vice
President/Operating Properties of the Management Company.
Mr. Marcisz became Vice President/Construction of the Company on January 1,
1993. For the five years prior to that time, he served as Vice
President/Construction of the Management Company.
Mr. Richter became Vice President/Financial Administration and Treasurer of
the Company on January 1, 1993. For the five years prior to that time, he served
as Vice President/Financial Administration and Treasurer of the Management
Company.
Mr. Tucker became Vice President/General Counsel of the Company on January
1, 1993. For the five years prior to that time, he served as Vice President,
Secretary and General Counsel of the Management Company.
Mr. Cunningham became Vice President/New Development and Acquisitions on
January 1, 1993. For the five years prior to that time, he served as Vice
President/New Development and Acquisitions of the Management Company.
Mr. Hendrix became Vice President/Leasing of the Company during January
1994. From January 1, 1993 until that time, he served as Associate
Director/Leasing of the Company, and for the four years prior to that time, he
served the Management Company as a leasing executive.
Mr. Weingarten became Vice President/Leasing of the Company during January
1994. From January 1, 1993 until that time, he served as Associate
Director/Leasing of the Company, and for the four years prior to that time, he
served the Management Company as a leasing executive.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON SHARES OF BENEFICIAL INTEREST AND RELATED
SHAREHOLDER MATTERS
The number of holders of record of the Company's Common Shares, as of March
4, 1994 was 2,443. The high and low sale prices per share of the Company's
Common Shares, as reported on the New York Stock Exchange composite tape, and
dividends per Common Share paid for the periods indicated were as follows:
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
---- ---- ---------
<S> <C> <C> <C>
1993:
First........................................ $44 $36 1/2 $.54
Second....................................... 43 5/8 37 7/8 .54
Third........................................ 45 1/4 40 7/8 .54
Fourth....................................... 43 3/4 36 1/2 .54
1992:
First........................................ $35 1/8 $30 5/8 $.51
Second....................................... 34 3/8 29 1/2 .51
Third........................................ 35 1/8 32 1/2 .51
Fourth....................................... 38 33 3/8 .51
</TABLE>
11
<PAGE> 14
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data with
respect to the Company and should be read in conjunction with the Consolidated
Financial Statements.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Revenues (primarily real estate rentals).... $103,282 $ 89,959 $ 82,645 $ 76,863 $ 68,019
-------- -------- -------- -------- --------
Expenses:
Depreciation and amortization............. 23,382 21,291 19,019 17,699 15,914
Interest.................................. 10,046 18,689 20,157 19,938 17,430
Other..................................... 35,236 30,538 26,119 23,071 21,055
-------- -------- -------- -------- --------
Total............................. 68,664 70,518 65,295 60,708 54,399
-------- -------- -------- -------- --------
Income from operations...................... 34,618 19,441 17,350 16,155 13,620
Gains on sales of property and securities... 1,631 1,807 608 327
Extraordinary charge(1)..................... (1,167)
-------- -------- -------- -------- --------
Net Income.................................. 36,249 $ 20,081 $ 17,958 $ 16,482 $ 13,620
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Funds from Operations(2):
Net income................................ 36,249 $ 20,081 $ 17,958 $ 16,482 $ 13,620
Depreciation and amortization............. 23,382 21,291 19,019 17,699 15,914
Gains on sales of property and
securities............................. (1,631) (1,807) (608) (327)
Extraordinary charge...................... 1,167
-------- -------- -------- -------- --------
Total............................. $ 58,000 $ 40,732 $ 36,369 $ 33,854 $ 29,534
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Weighted average number of common shares
outstanding............................... 24,211 17,503 16,580 16,279 13,984
Net income per common share................. $ 1.50 $ 1.15 $ 1.08 $ 1.01 $ .97
Cash dividends per common share............. $ 2.16 $ 2.04 $ 1.92 $ 1.88 $ 1.76
Total property (at cost).................... $624,379 $528,362 $469,510 $419,958 $384,379
Total assets................................ $602,042 $472,303 $440,088 $415,858 $365,324
Debt, obligations under capital leases and
convertible debentures and notes.......... $147,652 $243,627 $280,217 $249,686 $257,666
</TABLE>
- ---------------
(1) Relates to prepayment penalties paid in connection with the early retirement
of permanent debt.
(2) Funds from operations does not consider the effects of changes in operating
assets and liabilities such as receivables and payables; consequently, it
may not be the same as cash flows from operating activities.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should read in conjunction with the Consolidated
Financial Statements and the Notes thereto and the Comparative Summary of
Selected Financial Data appearing elsewhere in this report. Historical results
and percentage relationships on the Statements of Consolidated Income, including
trends which might appear, should not be taken as indicative of future
operations.
FINANCING AND CAPITAL STRUCTURE
The Company's total debt decreased $95.9 million to $147.7 million at
December 31, 1993, compared to $243.6 million at the end of 1992. This
significant reduction in debt between years was primarily the result of the
Company's decision to call all $123.0 million of outstanding convertible note
and debenture issues during 1993. The issues were converted into 3.9 million
common shares, all of which had a beneficial anti-dilutive effect on earnings
per share.
During March 1993, the Company raised $113.0 million of new capital through
an equity offering of 2.8 million common shares. Although a large portion of
these proceeds was initially used to reduce short-term
12
<PAGE> 15
revolving credit debt, the proceeds were ultimately the primary source of the
Company's capital needs for the year. During 1993, approximately $96.0 million
was invested in new assets, consisting of acquisitions totaling 1.3 million
square feet, the development of new shopping centers and capital improvements to
existing properties.
The Company had an average cost of debt for 1993 of 8.1% and its current
debt structure provides protection against future interest rate fluctuations.
The $92.2 million of floating-rate debt currently in place is covered by virtue
of $40.0 million of interest rate swap contracts (extending out 8-11 years) and
the existing option of liquidating the $51.4 million of government securities
and reducing a like amount of debt. As a result of the conversion of all
outstanding convertible notes and debentures into equity and the common share
offering, the Company's financial position and capital structure is the
strongest in its history.
LIQUIDITY
The Company anticipates that cash flow from operating activities will
continue to provide adequate capital for all principal payments as well as
dividend payments in accordance with REIT requirements, and that cash on hand,
borrowings under its existing credit facilities, and the use of project
financing as well as other debt and equity alternatives will provide the
necessary capital to achieve growth. Cash flow from operating activities as
reported in the Statements of Consolidated Cash Flows increased to $57.6 million
for 1993 from $38.3 million for 1992.
The Company satisfied its REIT requirement of distributing at least 95% of
ordinary taxable income with dividend distributions of $52.3 million in 1993.
Accordingly, federal income taxes were not provided. The Company's dividend
payout ratio for the year approximated 90% of the 1993 funds from operations
(defined as net income plus depreciation, amortization and extraordinary charge,
less gains on sales of property and securities). Recently, the Company's Board
of Trust Managers approved an increase in the quarterly dividend per common
share from $.54 to $.57.
As of December 31, 1993, the Company had approximately $59.7 million
available under its $100 million revolving credit facilities. The Company also
has a substantial number of operating properties which are currently free of
debt or other restrictions, thereby providing a collateral base for future
borrowings. More importantly, the Company's extremely low debt-to-equity ratio
subsequent to the capital restructuring discussed above affords it a wide range
of alternatives in the financial markets to fund future capital needs.
RESULTS OF OPERATIONS
The Company considers funds from operations to be the most appropriate
measure of the performance of an equity REIT since such measure does not
recognize depreciation and amortization expenses as operating expenses.
Management believes that reduction for these charges are not meaningful in
evaluating income-producing real estate, which historically has not depreciated.
COMPARISON OF 1993 TO 1992
Net income increased $16.2 million, or 80.5%, to $36.2 million ($1.50 per
share) in 1993 from $20.1 million ($1.15 per share) in 1992. Funds from
operations increased $17.3 million, or 42.4%, to $58.0 million in 1993 from
$40.7 million in 1992. These significant increases realized between comparative
years relate to the Company's shopping center acquisitions during the past two
years, as well as a substantial decrease in interest expense achieved through
the conversion into equity of all the convertible issues outstanding at the
start of 1993.
Rental revenues were $94.2 million for 1993 as compared to $83.2 million
for 1992. The $11.0 million difference represents a 13.2% increase. New
properties added through the Company's acquisition and new development programs
contributed a significant part of this increase.
Interest income increased $1.9 million in 1993 as compared with 1992,
primarily because the Company had significantly more funds invested in
government securities in 1993 than it did in 1992. The funds invested during
1993 represented a portion of the proceeds derived from a public offering during
March of 1993. The
13
<PAGE> 16
increase in interest income was also due to $.4 million more interest received
from WRI Holdings, Inc. on the Hospitality mortgage bonds, due to its improved
cash flow from its hotel operations. The Company did not recognize interest
income from various other debt with WRI Holdings, Inc. of approximately $5.2
million and $4.9 million in 1993 and 1992, respectively.
The $.8 million increase in other income between years is due, in part, to
additional income recorded with respect to the Company's unconsolidated equity
investment in real estate properties. Since the fourth quarter of 1992, the
Company has increased its investment in joint ventures accounted for using the
equity method, resulting in this increase. The increase in other income is also
due to certain management fee income relating primarily to the non-owned portion
of the Company's joint venture investments, as the Company became self-managed
at the beginning of 1993 (more fully explained below).
Interest expense decreased $8.6 million in 1993 to $10.0 million, as
compared to $18.7 million in 1992, primarily because average debt outstanding
during the year decreased $129.2 million, from $267.7 million in 1992 to $138.5
million in 1993. This significant reduction in average debt outstanding was
achieved by the use of proceeds from the Company's last two public offerings and
the conversion of all of the Company's outstanding convertible debt issues into
equity. The conversion of the convertible notes and debentures during 1993 is
expected to further decrease interest expense by $3.1 million and increase net
income by a like amount for 1994.
The reduction in interest expense for the year was partially offset by the
Company's $40 million in interest rate swap contracts. Although these
instruments provide rate protection for the long-term (8.1% for 8-11 years),
they penalized the 1993 results of operations with $1.0 million of additional
interest expense. During the year, the Company had an average of only $18.5
million of floating rate debt outstanding, thus leaving approximately $21.5
million of unmatched interest rate swaps. The reduction in interest expense was
also partially offset by a $.9 million decrease in the amount of interest which
was capitalized during the year (thus serving to increase interest expense). The
significant portion of this change in capitalized interest ($.7 million) relates
to certain tracts of land under development, which, as of the end of 1992, had
reached their net realizable value.
Depreciation and amortization was $23.4 million for 1993 and $21.3 million
for 1992 and operating expenses were $17.3 million for 1993 and $14.6 million
for 1992. This aggregate $4.8 million increase was primarily due to property
additions made by the Company during the past two years. Ad valorem taxes
charged to operations increased $1.5 million to $12.9 million in 1993 from $11.4
million in 1992, also as the result of the property additions mentioned above.
Gains on sales of property and securities for 1993 relate to gains realized
as the results of fires at two of the Company's properties. The fires had no
material impact on the Company's current earnings.
Effective January 1, 1993, Weingarten Realty Management Company (the
"Management Company"), a separate but related company, was acquired by the
Company, thus allowing direct management of the Company's properties. The
Company also performs property management services for joint ventures in which
it participates. The acquisition had no material financial effect on the Company
because the additional salaries paid as a result of the merger were offset by
the various management fees no longer being paid to the Management Company.
Beginning in the first quarter of 1994, the Company will adopt Statement of
Financial Accounting Standards No. 115, which requires that marketable
securities be carried at the lower of aggregate cost or market. The adoption of
this standard will not have a material effect on the Company's consolidated
financial statements.
COMPARISON OF 1992 TO 1991
Net income increased $2.1 million, or 11.8%, to $20.1 million ($1.15 per
share) in 1992 from $18.0 million ($1.08 per share) in 1991. Funds from
operations increased $4.4 million, or 12.0% to $40.7 million in 1992 from $36.4
million in 1991, primarily due to increased rental revenues.
14
<PAGE> 17
Rental revenues were $83.2 million for 1992 as compared to $74.5 million
for 1991. The $8.7 million difference represents an 11.8% increase. New
properties added through the Company's acquisition and development programs
contributed $6.7 million of the increase. The remainder stems from existing
properties and relates to increases in minimum rentals on renewals and increases
in reimbursements of ad valorem taxes and other operating expenses.
Interest income decreased approximately $1.9 million in 1992 as compared
with 1991, primarily because of less interest income from the government
securities. The Company's remaining investment of $17.3 million in these
securities was sold at the end of the second quarter of 1992, after having been
held during all of 1991. These securities were sold because management had
concluded that the gain associated with this investment had been maximized. The
Company did not recognize interest income from various debt with an affiliate of
approximately $4.9 million and $4.7 million in 1992 and 1991, respectively.
The $.5 million increase in other income between years related primarily to
lease cancellation income, most of which was received during the second quarter
of 1992 as the result of a settlement with a prior tenant. The remainder of the
positive change in this line item was due to increased income recorded with
respect to the Company's unconsolidated equity investments in real estate
properties.
Interest expense decreased $1.5 million in 1992 to $18.7 million, as
compared to $20.2 million in 1991. Of this decrease, $1.0 million related to a
decrease in average rate from 8.2% in 1991 to 7.8% in 1992. The remainder is due
to an increase in capitalized interest associated with the increased development
activity experienced by the Company. Average debt outstanding was relatively
stable between years in spite of the capital expenditures previously mentioned,
due to the $82.1 million of new proceeds associated with the 2 million common
share offering and the sale of the Company's remaining investment in government
securities.
Depreciation and amortization was $21.3 million for 1992 and $19.0 million
for 1991 and operating expenses were $14.6 million for 1992 and $12.6 million
for 1991. This aggregate $4.3 million increase was primarily due to property
additions made by the Company during the past two years. Ad valorem taxes
charged to operations increased to $11.4 million in 1992 from $9.5 million in
1991. The $1.9 million increase was due to property additions as well as tax
rate increases.
The increase between years of $.5 million in general and administrative
expenses was due to increases in executive compensation, professional fees and
state income taxes.
The $1.8 million gains on sales property and securities is the result of a
$1.3 million gain realized upon the sale of the Company's remaining $17.3
million investment in government securities coupled with gains associated with
the sale of two small tracts of unimproved land. The extraordinary charge of
$1.2 million consisted of prepayment penalties incurred as a result of the
Company's election to pay off a number of its permanent loans.
EFFECTS OF INFLATION
The rate of inflation remained modest during 1993 and, as such, was
inconsequential to the Company's operations. The Company has structured its
leases, however, in such a way as to remain largely unaffected should
significant inflation occur. Most of the leases contain percentage rent
provisions with the Company to receive rentals based on the tenants' gross
sales. Many leases provide for increasing minimum rentals during the terms of
the leases through escalation provisions. In addition, many of the Company's
leases are for terms of less than ten years, which allows the Company to adjust
rental to changing market conditions when the leases expire. Most of the
Company's leases require the tenant to pay a large portion of operating
expenses. As a result of these lease provisions, increases due to inflation, as
well as tax rate increases which are usually anticipated to occur, generally do
not have a significant adverse effect upon the Company's operating results.
15
<PAGE> 18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
Weingarten Realty Investors:
We have audited the accompanying consolidated balance sheets of Weingarten
Realty Investors as of December 31, 1993 and 1992, and the related statements of
consolidated income, cash flows and shareholders' equity for each of the three
years in the period ended December 31, 1993. Our audits also included the
financial statement schedules listed in the Index at Item 14. These financial
statements and financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Weingarten Realty Investors at
December 31, 1993 and 1992, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1993 in conformity
with generally accepted accounting principles. Also, in our opinion, such
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
DELOITTE & TOUCHE
Houston, Texas
February 24, 1994
16
<PAGE> 19
STATEMENTS OF CONSOLIDATED INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1993 1992 1991
-------- ------- -------
<S> <C> <C> <C>
Revenues:
Rentals.................................................... $ 94,195 $83,224 $74,458
Income from direct financing leases........................ 1,596 1,954 2,057
Interest:
Securities and other.................................... 2,321 1,088 2,834
Affiliate............................................... 2,052 1,616 1,633
Related joint ventures and partnerships................. 968 724 844
Other...................................................... 2,150 1,353 819
-------- ------- -------
Total.............................................. 103,282 89,959 82,645
-------- ------- -------
Expenses:
Depreciation and amortization.............................. 23,382 21,291 19,019
Operating (including $3,599 and $3,313 for 1992 and 1991,
paid to a related party)................................ 17,348 14,600 12,596
Ad valorem taxes........................................... 12,887 11,372 9,454
Interest................................................... 10,046 18,689 20,157
General and administrative................................. 5,001 4,566 4,069
-------- ------- -------
Total.............................................. 68,664 70,518 65,295
-------- ------- -------
Income from Operations....................................... 34,618 19,441 17,350
Gains on Sales of Property and Securities.................... 1,631 1,807 608
-------- ------- -------
Income Before Extraordinary Charge........................... 36,249 21,248 17,958
Extraordinary Charge (penalty for early retirement of
debt)...................................................... 1,167
-------- ------- -------
Net Income................................................... $ 36,249 $20,081 $17,958
-------- ------- -------
-------- ------- -------
Per Common Share:
Income Before Extraordinary Charge......................... $ 1.50 $ 1.21 $ 1.08
-------- ------- -------
-------- ------- -------
Net Income................................................. $ 1.50 $ 1.15 $ 1.08
-------- ------- -------
-------- ------- -------
Weighted Average Number of Common Shares Outstanding......... 24,211 17,503 16,580
-------- ------- -------
-------- ------- -------
</TABLE>
See Notes to Consolidated Financial Statements.
17
<PAGE> 20
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1993 1992
-------- --------
<S> <C> <C>
ASSETS
Property:
Land.............................................................. $110,704 $ 93,104
Buildings and improvements........................................ 466,938 386,226
Projects under development (including land under development of
$38,966 in 1993 and $38,377 in 1992)........................... 46,737 49,032
-------- --------
Total..................................................... 624,379 528,362
Less accumulated depreciation..................................... 168,405 150,366
-------- --------
Property -- net...................................... 455,974 377,996
Property under Direct Financing Leases.............................. 10,435 12,309
Investment in Mortgage Bonds and Notes Receivable from an Affiliate
(net of deferred gain of $16,235)................................. 24,914 25,174
Investment in and Notes Receivable from Joint Ventures and
Partnerships...................................................... 19,632 20,916
Marketable Debt Securities.......................................... 51,405
Accrued Rent and Accounts Receivable (net of allowance for doubtful
accounts of $938 in 1993 and $755 in 1992)........................ 13,880 12,614
Unamortized Debt and Lease Costs.................................... 15,038 16,209
Cash and Cash Equivalents........................................... 3,226 1,152
Other............................................................... 7,538 5,933
-------- --------
Total................................. $602,042 $472,303
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Permanent and Interim Debt.......................................... $141,533 $114,397
Obligation under Capital Leases..................................... 6,119 6,182
Accounts Payable and Accrued Expenses............................... 22,975 20,672
Other............................................................... 4,328 2,637
-------- --------
Total..................................................... 174,955 143,888
-------- --------
Convertible Debentures and Notes.................................... 123,048
--------
Commitments and Contingencies
Shareholders' Equity:
Preferred Shares of beneficial interest -- par value, $0.03 per
share; shares authorized: 10,000; shares issued and
outstanding: none
Common Shares of beneficial interest -- par value, $0.03 per
share; shares authorized: 150,000; shares issued and
outstanding: 25,972 in 1993
and 19,231 in 1992............................................. 779 577
Capital surplus................................................... 426,308 204,790
-------- --------
Shareholders' equity...................................... 427,087 205,367
-------- --------
Total................................. $602,042 $472,303
-------- --------
-------- --------
</TABLE>
See Notes to Consolidated Financial Statements.
18
<PAGE> 21
STATEMENTS OF CONSOLIDATED CASH FLOWS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net Income................................................. $ 36,249 $ 20,081 $ 17,958
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization........................... 23,382 21,291 19,019
Gains on sales of property and securities............... (1,631) (1,807) (608)
Prepayment penalties associated with early
extinguishment of
debt.................................................. 1,167
Amortization of direct financing leases................. 920 503 495
Net effect of changes in operating accounts............. (1,222) (2,830) (2,865)
Other, net.............................................. (57) (131) 175
-------- -------- --------
Net cash provided by operating activities.......... 57,641 38,274 34,174
-------- -------- --------
Cash Flows from Investing Activities:
Property acquisitions and development...................... (91,008) (47,322) (36,540)
Notes receivable:
Advances................................................ (3,775) (8,570) (3,963)
Collections............................................. 3,423 2,582 2,942
Proceeds from sales of property............................ 1,741 1,822 695
Proceeds from sales of marketable debt securities.......... 32,612 18,632 9,347
Purchase of marketable debt securities..................... (84,718)
Investments in equity ventures............................. (2,803) (2,216)
Other...................................................... 1,213 1,523 1,535
-------- -------- --------
Net cash used in investing activities.............. (143,315) (33,549) (25,984)
-------- -------- --------
Cash Flows from Financing Activities:
Proceeds from issuance of:
Debt.................................................... 71,834 42,042 31,531
Common Shares of beneficial interest.................... 113,190 64,210 726
Redemption of convertible debentures....................... (3) (131)
Principal payments of debt and capital lease obligations... (44,837) (74,562) (7,649)
Prepayment penalties associated with early extinguishment
of
debt.................................................... (932)
Dividends paid............................................. (52,345) (36,180) (31,818)
Debt costs incurred........................................ (94) (241) (283)
-------- -------- --------
Net cash provided by (used in) financing
activities....................................... 87,748 (5,666) (7,624)
-------- -------- --------
Net increase (decrease) in cash and cash equivalents......... 2,074 (941) 566
Cash and cash equivalents at January 1....................... 1,152 2,093 1,527
-------- -------- --------
Cash and cash equivalents at December 31..................... $ 3,226 $ 1,152 $ 2,093
-------- -------- --------
-------- -------- --------
</TABLE>
See Notes to Consolidated Financial Statements.
19
<PAGE> 22
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
COMMON
SHARES OF
BENEFICIAL CAPITAL RETAINED
INTEREST SURPLUS EARNINGS
---------- -------- --------
<S> <C> <C> <C>
Balance, January 1, 1991...................................... $495 $133,812 $13,882
Net income.................................................. 17,958
Conversion of debentures.................................... 3 3,365
Common Shares issued under benefit plans.................... 1 726
Cash dividends ($1.92 per share)............................ (31,818)
---- -------- --------
Balance, December 31, 1991.................................... 499 137,903 22
Net income.................................................. 20,081
Public offering of 2,000 Common Shares...................... 60 63,393
Common Shares exchanged for property........................ 12 14,538
Conversion of debentures.................................... 4 3,911
Common Shares issued under benefit plans.................... 2 1,122
Cash dividends ($2.04 per share)............................ (16,077) (20,103)
---- -------- --------
Balance, December 31, 1992.................................... 577 204,790 --
Net income.................................................. 36,249
Public offering of 2,835 Common Shares...................... 85 112,890
Conversion of notes and debentures.......................... 116 123,877
Shares issued under benefit plans........................... 1 847
Cash dividends ($2.16 per share)............................ (16,096) (36,249)
---- -------- --------
Balance, December 31, 1993.................................... $779 $426,308 $ --
---- -------- --------
---- -------- --------
</TABLE>
See Notes to Consolidated Financial Statements.
20
<PAGE> 23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Operations of Weingarten Realty Investors, a Texas business trust, consist
of one business segment -- acquiring, developing and leasing of real estate,
primarily anchored shopping centers, in Texas and throughout the southwestern
part of the United States. The Company currently operates and intends to operate
in the future as a real estate investment trust ("REIT").
Consolidated financial statements include the accounts of the Company, its
subsidiaries and its interest in 50% or more-owned joint ventures and
partnerships. All significant intercompany balances and transactions have been
eliminated. Joint ventures which are less than 50% owned are accounted for using
the equity method.
Carrying charges, principally interest and ad valorem taxes, of land under
development and buildings under construction are capitalized as part of projects
under development and buildings and improvements to the extent that such charges
do not cause the carrying value of the asset to exceed its net realizable value.
Property is carried at cost plus capitalized carrying charges. Depreciation
is computed using the straight-line method, generally over estimated useful
lives of 18-50 years for buildings and 10-20 years for parking lot surfacing and
equipment. Maintenance and repairs are expensed. Major replacements are
capitalized and the replaced asset and corresponding accumulated depreciation is
removed from the accounts.
Marketable debt securities, consisting of U.S. government agency guaranteed
pass-through certificates and U.S. Treasury Notes, are carried at amortized
cost. Premiums and discounts are amortized (accreted) to operations over the
estimated remaining lives of the securities using the constant yield method.
Federal income taxes are not provided because the Company believes it
qualifies as a REIT under the provisions of the Internal Revenue Code and,
therefore, applicable taxable income is included in the taxable income to its
shareholders. As a REIT, the Company must distribute at least 95% of its
ordinary taxable income to its shareholders and meet certain other requirements.
Taxable income differs from net income for financial reporting purposes
principally because of differences in the timing of recognition of interest, ad
valorem taxes, depreciation, rental revenue and installment gains on sales of
property.
Unamortized debt and lease costs are amortized primarily on a straight-line
basis over the terms of the debt and over the lives of leases, respectively.
Rental revenue is generally recognized on a straight-line basis over the
life of the lease for operating leases and over the lease terms using the
interest method for direct financing leases. Contingent rentals (payments for
taxes, insurance and maintenance by the lessees and for an amount based on a
percentage of the tenants' sales) are estimated and accrued over the lease year.
Income per common share is computed using the weighted average number of
common shares outstanding during the period and excludes the negligible dilutive
effect of shares issuable in connection with share options and awards.
Cash flows are computed using the indirect method. For cash flow purposes,
the Company considers all highly liquid debt instruments with a maturity of less
than three months as cash equivalents.
Dollar amounts presented in the tabulations in the notes to consolidated
financial statements are stated in thousands of dollars, except per share
amounts.
21
<PAGE> 24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 2. DEBT AND CONVERTIBLE DEBENTURES
The Company's total debt consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1993 1992
-------- --------
<S> <C> <C>
Permanent Debt:
Permanent trust-deed and mortgage notes payable to
2012 at 6.0% to 10.5%, primarily with insurance
companies........................................ $ 41,066 $ 43,618
Revolving credit agreements, rate fixed at 8.1%
through interest rate swap agreements............ 40,000 40,000
Industrial revenue bonds to 2014 at 3.1% to 4.8%.... 7,899 8,020
-------- --------
Total permanent debt........................ 88,965 91,638
-------- --------
Interim Debt:
Reverse repurchase agreements, due daily; variable
interest rate at 3.3% as of December 31, 1993,
collateralized by $51.4 million of marketable
debt securities.................................. 51,826
Revolving credit agreement, variable interest rate
at 3.6% as of December 31, 1993.................. 350 22,450
Other............................................... 392 309
-------- --------
Total interim debt.......................... 52,568 22,759
-------- --------
Total permanent and interim debt....... 141,533 114,397
Obligation under Capital Leases..................... 6,119 6,182
Convertible Notes and Debentures.................... 123,048
-------- --------
Total.................................. $147,652 $243,627
-------- --------
-------- --------
</TABLE>
Principal due in the next five years (excluding amounts due under interim
debt), in millions, is $.8 in 1994, $.5 in 1995, 1996 and 1997, and $.6 in 1998.
The Company made cash payments for interest on debt, net of amounts capitalized,
in millions, of $9.4 in 1993, $18.3 in 1992 and $19.8 in 1991.
At December 31, 1993, property under direct financing leases and other
property with carrying values aggregating $328 million and current and future
rentals from these properties and leases were used as collateral for the
Company's debt.
Various debt agreements contain restrictive covenants, the most restrictive
of which requires the Company to produce annual consolidated distributable cash
flow, as defined in the applicable debt agreements, of not less than 170% of
interest payments, to limit the payment of dividends to no more than 95% of such
annual consolidated distributable cash flow and to limit short term debt (as
defined) to the greater of 33% of total debt or $75 million. Management believes
that the Company is in compliance with all restrictive covenants.
Permanent and Interim Debt
The Company generally classifies debt as permanent if the debt is payable
over an initial period of more than ten years and as interim if the debt is
payable over five years or less. Interim debt is typically used to provide funds
for the acquisition or development of properties, and is replaced by permanent
debt, subject to availability and relative costs.
The Company has a revolving credit agreement with a bank for $80 million,
available through June 2004. Under the agreement, the lender has the option to
call and convert the outstanding debt to a term loan that would be payable over
approximately four years. During 1993, the balance outstanding under the
agreement
22
<PAGE> 25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
averaged about $14.3 million with a weighted average interest rate of 3.8%; and
the maximum balance outstanding under the agreement was $62.5 million.
The Company also has an additional $20 million revolving credit agreement
with another bank, available through May 1994. Funds advanced under the
agreement generally bear interest at the federal funds rate plus one percent,
without any obligation to maintain collected balances. Upon termination of the
agreement, the outstanding amount may be converted to a term loan payable over a
two-year period.
During 1993, the balance outstanding under the agreement averaged $4.2
million with a weighted average interest rate of 4.1%. The maximum balance
outstanding under the agreement was $20 million.
These revolving credit facilities are subject to normal banking terms and
conditions and do not materially restrict the Company's activities.
In 1992, the Company purchased $40 million of interest rate swap contracts
which fix the average effective interest rate of an equal amount under the
Company's revolving credit agreements at an estimated 8.1% for periods maturing
in 2001 and 2004. Amounts outstanding under the revolving credit agreement up to
the $40 million notional amount of the interest rate swaps are not callable by
the lender as long as the swaps are owned by the Company. The Company is
currently paying a higher rate of interest than it is receiving under the swap
agreements, and thus currently has no financial exposure in the unlikely event
of default by the counterparty.
Convertible Notes and Debentures
In 1993, the Company converted all of its convertible notes and debentures
into common shares of beneficial interest. A total of 3.9 million shares were
issued during the year related to these conversions. Had all of the debt been
converted as of January 1, 1993, net income per common share would have been
$1.55 per share for the year ended December 31, 1993.
NOTE 3. CARRYING CHARGES CAPITALIZED
The following carrying charges were capitalized:
<TABLE>
<CAPTION>
1993 1992 1991
------ ------ ------
<S> <C> <C> <C>
Interest....................................... $1,114 $2,025 $1,586
Ad valorem taxes............................... 193 196 142
------ ------ ------
Total................................ $1,307 $2,221 $1,728
------ ------ ------
------ ------ ------
</TABLE>
NOTE 4. LEASING OPERATIONS
Leasing Arrangements
The Company's lease terms range from less than one year for smaller tenant
spaces to thirty-five years for larger tenant spaces. In addition to minimum
lease payments, most of the leases provide for contingent rentals.
Rentals under Operating Leases
Future minimum rental income from non-cancelable operating leases at
December 31, 1993, in millions, is: $75.5 in 1994; $67.2 in 1995; $58.1 in 1996;
$49.1 in 1997; $42.4 in 1998 and $277.9 thereafter. The future minimum rental
amounts do not include estimates for contingent rentals. Such contingent
rentals, in millions, aggregated $21.4 in 1993, $19.5 in 1992 and $16.5 in 1991.
23
<PAGE> 26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Property under Direct Financing Leases
Leases that are, in substance, the financing of an asset purchase by the
party leasing the property are recorded as property under direct financing
leases. The Company, in its capacity as lessor, has removed the leased property
from the books and recorded the future lease payments receivable using the
following components:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1993 1992
------- -------
<S> <C> <C>
Total minimum lease payments to be received............ $19,280 $24,513
Estimated residual values of leased property........... 2,224 2,237
Unearned income........................................ (11,069) (14,441)
------- -------
Property under direct financing leases....... $10,435 $12,309
------- -------
------- -------
</TABLE>
At December 31, 1993, minimum lease payments to be received in each of the
five succeeding years, in millions, are: $1.9 in 1994 and 1995; $1.8 in 1996 and
1997 and $1.7 in 1998. The future minimum lease payments do not include amounts
for contingent rentals; contingent rental income on properties leased under
direct financing leases, in millions, was $.6 in 1993, $.8 in 1992 and $.6 in
1991.
NOTE 5. LEASE COMMITMENTS
Operating Leases
The Company leases land and a shopping center from the owners, and then
subleases these properties to other parties. Future minimum rentals under these
operating leases, in millions, are: $1.2 in 1994; $1.3 in 1995; $1.2 in 1996;
$1.1 in 1997; $1.0 in 1998 and $15.4 thereafter.
Future minimum rental payments on these leases have not been reduced by
future minimum sublease rentals aggregating $15.8 million through 2017 that are
due under various noncancelable subleases. The following summarizes total rental
expenses and sublease rental revenue (excluding amounts for improvements
constructed by the Company on the leased land):
<TABLE>
<CAPTION>
1993 1992 1991
------ ------ ------
<S> <C> <C> <C>
Minimum rentals................................ $1,457 $1,354 $1,214
Contingent rentals............................. 159 108 109
------ ------ ------
Total rental expense................. $1,616 $1,462 $1,323
------ ------ ------
------ ------ ------
Sublease rental revenue........................ $2,012 $1,630 $1,731
------ ------ ------
------ ------ ------
</TABLE>
Capital Leases
Leases which transfer substantially all of the risks and benefits of
ownership associated with the underlying property to the Company are considered
capital leases, and the present value of the required lease payments are
recorded as property and the related debt is recorded as obligations under
capital leases. The debt is amortized as each lease payment is made. Property
under capital leases, consisting of a shopping center aggregating $6.5 million,
is included in buildings and improvements at December 31, 1993 and 1992.
Future minimum lease payments under these capital leases total $12.7
million, with annual payments due of $.6 million in 1994 through 1998, and $9.7
million thereafter. The amount of these total payments representing interest is
$6.4 million. Accordingly, the present value of the net minimum lease payments
is $6.1 million at December 31, 1993.
The Company subleases this property to other parties. The minimum lease
payments discussed above have not been reduced by minimum sublease rentals
aggregating $3.4 million due under non-cancelable
24
<PAGE> 27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
subleases. Minimum sublease rentals do not include estimates for contingent
rentals that aggregated $.2 million in 1993 and 1992 and $.1 million in 1991.
NOTE 6. RELATED PARTY TRANSACTIONS
The Company and Weingarten Realty Management Company (the "Management
Company") were related parties during 1991 and 1992 because, prior to January 1,
1993, the Management Company was owned by directors and shareholders of the
Company. As the Company had only a few employees, its operations were primarily
performed by employees of the Management Company through a contract to lease,
manage and develop the Company's properties. The Company and WRI Holdings, Inc.
("Holdings") are related parties because they share certain directors and are
under common management. See Note 8 for related party information about
Holdings.
Effective January 1, 1993, the assets of the Management Company, which were
not material in relation to the Company's consolidated balance sheet, were
acquired by the Company through the assumption of less than $.1 million of net
liabilities from the shareholders of the Management Company. This event did not
have a significant effect on 1993 earnings because the additional salaries paid
as the result of this merger were offset by the various fees no longer being
paid to the Management Company.
The Management Company charged the Company fees aggregating $8.3 million
and $8.0 million for 1992 and 1991, respectively, in connection with services
rendered under the management contract. Fees paid under the management contract
were generally based upon a specified percent of revenues, minimum lease rentals
of space leased and costs incurred for acquisition, construction and development
of the Company's properties. The Management Company owed the Company $1.3
million at December 31, 1992.
The Company owns an interest in several joint ventures and partnerships.
Notes receivable from these entities totalled $10.1 million and $14.0 million at
December 31, 1993 and 1992, respectively, and bear interest at 2.7% to 9.3% at
December 31, 1993 and are due at various dates through 2020.
The Company's $80 million revolving credit agreement is with Texas Commerce
Bank National Association ("TCB").
NOTE 7. COMMITMENTS AND CONTINGENCIES
The Company was contingently liable at December 31, 1993 for $1.2 million
of notes payable executed by various joint ventures and partnerships.
The Company is committed to lend Holdings an additional $3.3 million. The
Company remains contingently liable for $1.5 million of notes payable by
Hospitality Venture which were transferred to Holdings in 1988.
The Company is involved in various matters of litigation arising in the
normal course of business. While the Company is unable to predict with certainty
the amounts involved, the Company's management and counsel are of the opinion
that, when such litigation is resolved, the Company's resulting liability, if
any, will not have a significant effect on the Company's consolidated financial
position.
NOTE 8. INVESTMENT IN MORTGAGE BONDS AND NOTES RECEIVABLE FROM AN AFFILIATE
Concurrent with the Company being organized as a REIT in 1984, certain
property and investments in joint ventures, which were considered to be
incompatible with a REIT's operation, and $3.5 million were transferred to
Holdings in exchange for $26.8 million of mortgage bonds. The transfer price for
the assets was based upon independent appraisals. The appraised values exceeded
the Company's carrying value of the assets; however, because Holdings is a
related party, the gain of $17.3 million was deferred by the Company. Holdings
currently owns three investments: a 50% interest in Hospitality Venture, which
owns and operates eight motor hotels in Florida and Alabama ("Hospitality");
unimproved land in a multi-use land development
25
<PAGE> 28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
north of Houston ("River Pointe"); and unimproved land in a major industrial
park in Houston ("Railwood").
The mortgage bonds and notes receivable from Holdings, and related deferred
gain, were as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1993 1992
------- -------
<S> <C> <C>
Hospitality mortgage bonds, bearing interest at the
greater of 16% or 11% of gross receipts (as defined),
due 2004 and collateralized by an interest in
Hospitality Venture.................................. $15,982 $15,982
Railwood mortgage bonds, bearing interest at 16%
(payable at 10%), due 2004 and collateralized by
unimproved land...................................... 6,223 6,223
River Pointe mortgage bonds, bearing interest at 16%
(payable at 10%), due 1994 and collateralized by
unimproved land...................................... 3,150 3,150
------- -------
Total........................................ 25,355 25,355
River Pointe development notes receivable, bearing
interest at prime rate plus 1% (7.0% at December 31,
1993), due December 1994 and collateralized by
unimproved land...................................... 9,907 10,404
Hospitality Venture note receivable under a credit
agreement, bearing interest at prime rate plus 1%
(7.0% at December 31, 1993), due July 1995 and
collateralized by property........................... 2,200 3,550
Note receivable, bearing interest at prime rate plus 1%
(7.0% at December 31, 1993), due June 1996 and
collateralized by an interest in Hospitality
Venture.............................................. 3,687 2,100
------- -------
Total........................................ 41,149 41,409
Unrecognized portion of the deferred gain on original
transfer of assets to Holdings....................... (16,235) (16,235)
------- -------
Net investment............................... $24,914 $25,174
------- -------
------- -------
</TABLE>
Before 1988, Holdings was current on the payments of all interest;
accordingly, the Company had recognized interest income on all of Holdings' debt
at the stated interest pay rates. During the fourth quarter of 1988, Holdings'
cash flow and capital resources became insufficient to meet the full interest
requirements on the mortgage bonds. The accrual of interest income on the River
Pointe and Railwood mortgage bonds has been suspended and interest income on the
Hospitality mortgage bonds has been limited to Holdings' pro rata share of cash
flow from Hospitality Venture. Interest income from the mortgage bonds and notes
receivable recognized by the Company for financial reporting purposes, in
millions, aggregated $2.1 for 1993, and $1.6 for 1992 and 1991. At December 31,
1993 and 1992, accrued interest receivable from Holdings was $.4 million and $.3
million, respectively.
The Company had an unrecorded receivable for interest of $22.3 million and
$17.1 million at December 31, 1993 and 1992, respectively. Of these amounts,
$5.4 million and $4.8 million represent the difference between the accrual rate
and the pay rate on the Railwood and River Pointe mortgage bonds at December 31,
1993 and 1992, respectively. Interest income not recognized by the Company for
financial reporting purposes aggregated, in millions, $5.2, $4.9 and $4.7 for
1993, 1992 and 1991, respectively.
Management of the Company believes that the fair value of the security
collateralizing the debt from Holdings is greater than the net investment in
such debt (cost less related deferred gain) and that there would not be a charge
to operations if the Company were to foreclose on the debt. If foreclosure were
required, however, the net investment in such debt would become the Company's
basis of the repossessed assets. However, the Company does not currently
anticipate foreclosure on Holdings' properties due to certain restrictions
imposed on such assets in connection with the Company's REIT status.
Accordingly, the
26
<PAGE> 29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Company's management presently does not believe that the net investment in the
mortgage bonds and notes receivable from Holdings has been impaired nor that a
reserve for any such impairment is currently required.
NOTE 9. SHARE OPTIONS AND AWARDS
The Company has an incentive Share Option Plan (the "Plan") which expires
in December 1997. During 1991, the Company amended the Plan to add awards of
common shares of beneficial interest, at nominal cost to the recipient, in
addition to options. The Plan provides options and awards for a maximum of
500,000 common shares. The Company has an additional share option plan which
grants 100 share options to every employee of the Company, excluding officers,
upon completion of each five year interval of service. This plan, which expires
in 2002, provides options for a maximum of 100,000 common shares. For both of
the share option plans, options are granted to employees of the Company at an
exercise price equal to the quoted fair market value of the common shares on the
date the options are granted. All options and awards that are granted expire
upon termination of employment or ten years from the date of grant.
Following is a summary of the option activity for the three years ended
December 31, 1993:
<TABLE>
<CAPTION>
SHARES OPTION
UNDER PRICE
OPTION PER SHARE
------- -------------
<S> <C> <C>
Outstanding, January 1, 1991..................... 120,160 $19.50--25.00
Exercised........................................ (11,885) 19.50
-------
Outstanding, December 31, 1991................... 108,275 19.50--25.00
Granted.......................................... 159,500 31.00--34.00
Cancelled........................................ (1,500) 25.00
Exercised........................................ (37,950) 19.50--25.00
-------
Outstanding, December 31, 1992................... 228,325 19.50--34.00
Granted.......................................... 11,700 36.88--44.00
Exercised........................................ (11,425) 19.50--36.88
-------
Outstanding, December 31, 1993................... 228,600 19.50--44.00
-------
-------
</TABLE>
During 1991, 56,000 common shares were granted as awards to certain key
officers of the Company and the Management Company. Through December 31, 1993,
42,000 of these common shares had vested and were issued; the remaining 14,000
common shares will vest in 1994. Compensation expense of $.6 million, $.4
million and $.5 million was recognized in 1993, 1992 and 1991, respectively,
relating to the share awards.
At December 31, 1993, 238,884 common shares were available for the future
grant of options or awards and options for 123,267 shares were exercisable.
On January 3, 1994, the Company issued 62,900 restricted shares and granted
434,400 share options under a compensatory Incentive Share Plan for key officers
of the Company. This plan, which expires in 2003, provides for a total of
500,000 shares, either in the form of restricted shares or options. The
restricted shares generally vest over a ten year period, with potential
acceleration of vesting due to appreciation in the market value of the Company's
shares. The share options vest over a five year period beginning two years after
the date of grant. Share options are granted at the market price at the date of
grant.
27
<PAGE> 30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 10. DIVIDEND DISTRIBUTIONS
For federal income tax purposes, the cash dividends distributed to
shareholders are characterized as follows:
<TABLE>
<CAPTION>
1993 1992 1991
----- ----- -----
<S> <C> <C> <C>
Ordinary income.................................. 86.9% 83.3% 97.4%
Return of capital (generally non-taxable)........ 10.2 11.5
Long-term capital gains.......................... 2.9 5.2 2.6
----- ----- -----
Total.................................. 100.0% 100.0% 100.0%
----- ----- -----
----- ----- -----
</TABLE>
NOTE 11. CHANGES IN OPERATING ACCOUNTS
The effect of changes in the operating accounts on cash flows from
operating activities is as follows:
<TABLE>
<CAPTION>
1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
Increase in:
Accrued rent and accounts receivable....... $(1,635) $ (413) $ (801)
All other assets -- primarily unamortized
lease costs............................. (5,459) (3,591) (4,416)
Increase in:
Accounts payable and accrued expenses
(excluding amounts applicable to
construction in progress)............... 5,872 1,174 2,352
------- ------- -------
Net effect of changes in operating
accounts................................... $(1,222) $(2,830) $(2,865)
------- ------- -------
------- ------- -------
</TABLE>
During 1993, $123.0 million in convertible debentures and notes were
converted into 3.9 million common shares of beneficial interest. During 1992,
the Company converted $4.1 million of convertible debentures into .1 million
common shares and issued .4 million common shares valued at $14.6 million to a
partner for the purchase of the partner's interest in a joint venture. During
1991, the Company converted $3.6 million of convertible debentures into .1
million common shares and assumed $10.4 million of permanent debt in connection
with the acquisition of certain properties.
NOTE 12. FAIR VALUE DISCLOSURE OF FINANCIAL INSTRUMENTS
The following disclosure of estimated fair value was determined by the
Company, using available market information and appropriate valuation
methodologies. However, considerable judgment is necessary to interpret market
data and develop the related estimates of fair value. Accordingly, the estimates
presented herein are not necessarily indicative of the amounts that the Company
could realize upon disposition of the financial instrument. The use of different
market assumptions and/or estimation methodologies may have a material effect on
the estimated fair value amounts.
Cash and cash equivalents, accrued rent and accounts receivable, marketable
debt securities, notes receivable from joint ventures, partnerships and tenants,
interim debt and accounts payable and accrued expenses are carried at amounts
which reasonably approximate their fair value.
Mortgage bonds and notes receivable from an affiliate were not fair valued
because it is not practicable to reasonably assess the credit adjustment that
would be applied in the marketplace for such bonds and notes receivable.
However, management of the Company believes that the fair value of the security
collateralizing such bonds and notes receivable is greater than the net
investment in such instruments (cost less related deferred gain).
28
<PAGE> 31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Permanent debt with carrying values of $89.0 million has fair values of
$93.8 million, which were estimated based on interest rates currently available
to the Company for issuance of debt with similar terms and remaining maturities.
Interest rate swap agreements are valued at an estimated unrealized net
loss of $5.6 million, which represents amounts at which they could be settled,
based upon estimates obtained from dealers.
The fair value estimates presented herein are based on pertinent
information available to management as of December 31, 1993. Although management
is not aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been comprehensively revalued for purposes
of these financial statements since that date, and current estimates of fair
value may differ significantly from the amounts presented herein.
NOTE 13. PENSION PLAN
Effective January 1, 1993, the Company acquired the assets of the
Management Company, including a defined benefit pension plan covering
substantially all of its employees. This plan was merged with the plan of the
Company, effective January 1, 1993. The benefit formula for both pre-existing
plans is identical to the formula for the surviving merged plan.
The benefits are based on years of service and the employee's compensation
during the last five years of service. The Company's funding policy is to make
annual contributions as required by applicable regulations.
The following table sets forth the plan's funded status and amounts
recognized in the Company's balance sheet at December 31, 1993.
<TABLE>
<S> <C>
Actual present value of:
Vested benefit obligation......................................... $4,785
------
------
Accumulated benefit obligation.................................... $5,017
------
------
Projected benefit obligation........................................ $7,412
Plan assets at fair value, primarily common stocks and bonds........ 6,703
------
Projected benefit obligation in excess of plan assets............... (709)
Unrecognized prior service cost..................................... 404
Unrecognized net loss............................................... 212
Unrecognized net transition asset................................... (271)
------
Pension liability recognized in the balance sheet................... $ (364)
------
------
</TABLE>
The components of net periodic pension cost are as follows:
<TABLE>
<S> <C>
Service cost of benefits earned during the year..................... $ 115
Interest cost on projected benefit obligation....................... 482
Actual return on plan assets........................................ (646)
Net amortization and deferral....................................... 135
------
Total..................................................... $ 86
------
------
</TABLE>
Assumptions used to develop periodic pension expense and the actuarial
present value of projected benefit obligations:
<TABLE>
<S> <C>
Weighted average discount rate............................... 7.0%
Expected long-term rate of return on plan assets............. 7.0%
Rate of increase in compensation levels...................... 5.5%
</TABLE>
29
<PAGE> 32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Disclosure for the Company's pension plan for 1992 is not included since
such plan was not significant prior to the merger of the Management Company.
NOTE 14. QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized quarterly financial data for the years ended December 31, 1993
and 1992 is as follows:
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
------- ------- ------- -------
<S> <C> <C> <C> <C>
1993:
Revenues............................ $24,206 $25,009 $26,836 $27,231
Net income.......................... 7,746 8,447 9,470 10,586
Net income per common share......... $ .38 $ .34 $ .37 $ .41
1992:
Revenues............................ $21,578 $22,496 $22,768 $23,117
Income before extraordinary
charge........................... 4,599 6,097 5,038 5,514
Net income.......................... 4,599 6,097 4,132 5,253
Income per common share:
Income before extraordinary
charge.................... $ .28 $ .37 $ .28 $ .28
Net income.................. $ .28 $ .37 $ .23 $ .27
</TABLE>
NOTE 15. PRICE RANGE OF COMMON SHARES (UNAUDITED)
The high and low sale prices per share of the Company's common shares, as
reported on the New York Stock Exchange composite tape, and dividends per share
paid for the periods indicated were as follows:
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
---- -- - ---------
<S> <C> <C> <C>
1993:
First.............................................. $44 $36 1/2 $.54
Second............................................. 43 5/8 37 7/8 .54
Third.............................................. 45 1/4 40 7/8 .54
Fourth............................................. 43 3/4 36 1/2 .54
1992:
First.............................................. $35 1/8 $30 5/8 $.51
Second............................................. 34 3/8 29 1/2 .51
Third.............................................. 35 1/8 32 1/2 .51
Fourth............................................. 38 33 3/8 .51
</TABLE>
30
<PAGE> 33
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Information with respect to the Company's trust managers and compliance
with Section 16(a) of the Securities Exchange Act of 1934, as amended,
is incorporated by reference from the Company's Proxy Statement in
connection with the Annual Meeting of Shareholders to be held April 28,
1994, which Proxy Statement will be filed with the Securities and
Exchange Commission not later than 120 days after the end of the fiscal
year covered by this Form 10-K. Except for those portions of such Proxy
Statement specifically incorporated by reference herein, such Proxy
Statement is deemed not to be filed as part of this Report.
(b) See "Executive Officers of the Registrant" above.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation is incorporated by
reference from pages 11 through 14 of the Company's Proxy Statement in
connection with the Annual Meeting of Shareholders to be held April 28, 1994,
which Proxy Statement will be filed with the Securities and Exchange Commission
not later than 120 days after the end of the fiscal year covered by this Form
10-K. Except for those portions of such Proxy Statement specifically
incorporated by reference herein, such Proxy Statement is deemed not to be filed
as part of this Report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to security ownership of certain beneficial owners
and management is incorporated by reference from pages 2 through 4 of the
Company's Proxy Statement in connection with the Annual Meeting of Shareholders
to be held April 28, 1994, which Proxy Statement will be filed with the
Securities and Exchange Commission not later than 120 days after the end of the
fiscal year covered by this Form 10-K. Except for those portions of such Proxy
Statement specifically incorporated by reference herein, such Proxy Statement is
deemed not to be filed as part of this Report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related transactions
is incorporated by reference from pages 14 through 16 of the Company's Proxy
Statement in connection with the Annual Meeting of Shareholders to be held April
28, 1994, which Proxy Statement will be filed with the Securities and Exchange
Commission not later than 120 days after the end of the fiscal year covered by
this Form 10-K. Except for those portions of such Proxy Statement specifically
incorporated by reference herein, such Proxy Statement is deemed not to be filed
as part of this Report.
31
<PAGE> 34
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements and Financial Statement Schedules:
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C>
(1) (A) Independent Auditors' Report........................................ 16
(B) Financial Statements
(i) Statements of Consolidated Income for the years ended
December 31, 1993, 1992 and 1991............................ 17
(ii) Consolidated Balance Sheets as of December 31, 1993 and
1992........................................................ 18
(iii) Statements of Consolidated Cash Flows for the years ended
December 31, 1993, 1992 and 1991............................ 19
(iv) Statements of Consolidated Shareholders' Equity for the
years ended December 31, 1993, 1992 and 1991................ 20
(v) Notes to Consolidated Financial Statements.................. 21
</TABLE>
(2) Financial Statement Schedules:
<TABLE>
<CAPTION>
SCHEDULE PAGE
-------- ----
<S> <C> <C>
II Amounts Receivable from Related Parties and Underwriters,
Promoters and Employees (Other than Related Parties)........ 37
VIII Valuation and Qualifying Accounts............................. 39
X Supplementary Income Statement Information.................... 40
XI Real Estate and Accumulated Depreciation...................... 41
XII Mortgage Loans on Real Estate................................. 43
</TABLE>
All other schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
schedule or because the information required is included in the consolidated
financial statements and notes hereto.
(b) No reports on Form 8-K were filed during the last quarter of the period
covered by this annual report.
32
<PAGE> 35
(c) Exhibits:
<TABLE>
<S> <C> <C>
3. 1 -- Restated Declaration of Trust, with all amendments thereto (filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-3 (No.
33-49206) and incorporated herein by reference).
3. 2 -- Bylaws of the Company (filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-3 (No. 33-49206) and incorporated
herein by reference).
10. 1+ -- 1988 Share Option Plan of the Company, as amended (filed as Exhibit
10.1 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1990 and incorporated herein by reference).
10. 2+ -- Weingarten Realty Investors Supplemental Retirement Account Plan, as
Amended and Restated (filed as Exhibit 10.26 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference.)
10. 3 -- 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. dated December 28,
1984, payable to the Company in the original principal amount of
$3,150,000 (filed as Exhibit 10.8 to the Company's Registration
Statement on Form S-4 (No. 33-19730) and incorporated herein by
reference).
10. 4 -- Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc.
and Texas Commerce Bank National Association, as Trustee, relating
to the 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. in the
original principal amount of $3,150,000 (filed as Exhibit 10.9 to
the Company's Registration Statement on Form S-4 (No. 33-19730) and
incorporated herein by reference).
10. 5 -- First Supplemental Indenture of Trust between WRI Holdings, Inc. and
Texas Commerce Trust Company of New York, as Trustee, amending Trust
Indenture, dated December 28, 1984, between WRI Holdings, Inc. and
Texas Commerce Bank National Association, as Trustee, relating to
the 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. in the
original principal amount of $3,150,000 (filed as Exhibit 10.5.1 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1989 and incorporated herein by reference).
10. 6 -- 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc., dated December
28, 1984, payable to the Company in the original principal amount of
$16,682,000 (filed as Exhibit 10.10 to the Company's Registration
Statement on Form S-4 (No. 33-19730) and incorporated herein by
reference).
10. 7 -- Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc.
and Texas Commerce Bank National Association, as Trustee, relating
to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the
original principal amount of $16,682,000 (filed as Exhibit 10.11 to
the Company's Registration Statement on Form S-4 (No. 33-19730) and
incorporated herein by reference).
10. 7.1 -- First Supplemental Indenture of Trust between WRI Holdings, Inc. and
Texas Commerce Trust Company of New York, as Trustee, amending Trust
Indenture, dated December 28, 1984, between WRI Holdings, Inc. and
Texas Commerce Bank National Association, as Trustee, relating to
the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the
original principal amount of $16,682,000 (filed as Exhibit 10.7.1 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1989 and incorporated herein by reference).
10. 8* -- Second Amended Promissory Note, as restated, effective as of January
1, 1992, executed by WRI Holdings, Inc., pursuant to which it may
borrow up to the principal sum of $20,000,000 from the Company.
10. 9 -- 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc., dated December
28, 1984, payable to the Company in the original principal amount of
$7,000,000 (filed as Exhibit 10.13 to the Company's Registration
Statement on Form S-4 (No. 33-19730) and incorporated herein by
reference).
</TABLE>
33
<PAGE> 36
<TABLE>
<S> <C> <C>
10. 10 -- Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc.
and Texas Commerce Bank National Association, as Trustee, relating
to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the
original principal amount of $7,000,000 (filed as Exhibit 10.14 to
the Company's Registration Statement on Form S-4 (No. 33-19730) and
incorporated herein by reference).
10. 10.1 -- First Supplemental Indenture of Trust between WRI Holdings, Inc. and
Texas Commerce Trust Company of New York, as Trustee, amending Trust
Indenture, dated December 28, 1984, between WRI Holdings, Inc. and
Texas Commerce Bank National Association, as Trustee, relating to
the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the
original principal amount of $7,000,000 (filed as Exhibit 10.10.1 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1989 and incorporated herein by reference).
10. 11 -- Agreement Correcting Trust Indenture, dated February 11, 1985,
relating to 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the
original principal amount of $7,000,000 (filed as Exhibit 10.15 to
the Company's Registration Statement on Form S-4 (No. 33-19730) and
incorporated herein by reference).
10. 12 -- Amended and Restated Loan Agreement of $80,000,000 executed January
22, 1993, between the Company and Texas Commerce Bank National
Association (filed as Exhibit 10.12 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1992 and incorporated
herein by reference.)
10. 12.1* -- First Amendment to Amended and Restated Loan Agreement, effective as
of January 22, 1993, between the Company and Texas Commerce Bank
National Association, amending facility fee.
10. 13 -- First, Second and Waiver and Third Amendment to the Amended and
Restated Loan Agreement of $80,000,000 dated February 5, 1986
between the Company and Texas Commerce Bank National Association
(filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1989 and incorporated herein by
reference).
10. 14 -- Not used.
10. 15 -- Amendment to Note Purchase Agreement, dated March 31, 1991, amending
loan agreement, dated August 6, 1987, Life and Accident Insurance
Company for $5,000,000, American General Life Insurance Company of
Delaware for $5,000,000, Republic National Life Insurance Company
for $3,000,000 and American Amicable Life Insurance Company of Texas
for $2,000,000 (filed as Exhibit 10.15.1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference).
10. 16 -- The Savings and Investment Plan for Employees of the Company, as
amended (filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-8 (No. 33-25581) and incorporated herein by
reference).
10. 17 -- The Fifth Amendment to Savings and Investment Plan for Employees of
Weingarten Realty (filed as Exhibit 4.1.1 to the Company's
Post-Effective Amendment No. 1 to Registration Statement on Form S-8
(No. 33-25581) and incorporated herein by reference).
10. 18 -- Loan Agreement of $20,000,000 (as amended, supplemented and
restated) dated October 1, 1990, between the Company and Barclays
Bank PLC (filed as Exhibit 10.21 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1990 and incorporated
herein by reference).
10. 18.1* -- Agreement and Amendment to Loan Agreement dated as of March 31, 1993
between the Company and Barclays Bank PLC, amending certain
provisions of the Loan Agreement of $20,000,000 dated October 1,
1990.
</TABLE>
34
<PAGE> 37
<TABLE>
<S> <C> <C>
10. 19 -- Promissory Note and Line of Credit Loan Agreement in the amount of
$5,000,000, effective as of May 13, 1991, between the Company, as
payee, and Leisure Dynamics, Inc. as maker (filed as Exhibit 10.22
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated herein by reference).
10. 20 -- Promissory Note in the amount of $12,000,000 between the Company, as
payee, and Plaza Construction, Inc., as maker (filed as Exhibit
10.23 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated herein by reference).
10. 20.1* -- Fifth Renewal and Extension of Promissory Note in the amount of
$12,000,000, effective as of December 1, 1993, between the Company,
as payee, and Plaza Construction, Inc., as maker.
10. 21 -- Amended and Restated Master Swap Agreement dated as of January 29,
1992, between the Company and Texas Commerce Bank National
Association. (filed as Exhibit 10.24 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1992 and incorporated
herein by reference).
10. 21.1 -- Rate Swap Transaction, dated as of May 15, 1992, between the Company
and Texas Commerce Bank National Association. (filed as Exhibit
10.24.1 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1992 and incorporated herein by reference).
10. 21.2 -- Rate Swap Transaction, dated as of June 24, 1992, between the
Company and Texas Commerce Bank National Association. (filed as
Exhibit 10.24.2 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992 and incorporated herein by reference).
10. 21.3 -- Rate Swap Transaction, dated as of July 2, 1992, between the Company
and Texas Commerce Bank National Association. (filed as Exhibit
10.24.3 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1992 and incorporated herein by reference).
11. 1* -- Computation of Net Income Per Common and Common Equivalent Share.
21. 1* -- Subsidiaries of the Registrant.
23. 1* -- Consent of Deloitte & Touche.
</TABLE>
- ---------------
* Filed with this report.
+ Management contract or compensatory plan or arrangement.
35
<PAGE> 38
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
WEINGARTEN REALTY INVESTORS
By: STANFORD ALEXANDER
----------------------------------
Stanford Alexander, President
Date: March 21, 1994
PURSUANT TO THE REQUIREMENT OF THE SECURITIES AND EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
STANFORD ALEXANDER Chairman and Trust Manager March 21, 1994
------------------------------------------ (Chief Executive Officer)
STANFORD ALEXANDER
Executive Vice March , 1994
------------------------------------------ President/ Asset
ANDREW M. ALEXANDER Management and
Trust Manager
MARTIN DEBROVNER President, Chief March 21, 1994
------------------------------------------ Operating Officer and
MARTIN DEBROVNER Trust Manager
MELVIN A. DOW Trust Manager March 18, 1994
- -------------------------------------------
MELVIN A. DOW
STEPHEN A. LASHER Trust Manager March 21, 1994
- -------------------------------------------
STEPHEN A. LASHER
JOSEPH W. ROBERTSON, JR. Executive Vice President and March 21, 1994
- ------------------------------------------- Trust Manager (Chief
JOSEPH W. ROBERTSON, JR. Financial Officer)
DOUGLAS W. SCHNITZER Trust Manager March 21, 1994
- -------------------------------------------
DOUGLAS W. SCHNITZER
MARC J. SHAPIRO Trust Manager March 21, 1994
- -------------------------------------------
MARC J. SHAPIRO
J. T. TROTTER Trust Manager March 21, 1994
- -------------------------------------------
J. T. TROTTER
STEPHEN C. RICHTER Vice President and Treasurer March 21, 1994
- ------------------------------------------- (Principal Accounting
STEPHEN C. RICHTER Officer)
</TABLE>
36
<PAGE> 39
SCHEDULE II
WEINGARTEN REALTY INVESTORS
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES
(OTHER THAN RELATED PARTIES)
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
DEDUCTIONS BALANCE AT END OF YEAR
BALANCE AT ------------------------- ------------------------
BEGINNING AMOUNTS AMOUNTS DUE WITHIN DUE AFTER
NAME OF DEBTOR OF YEAR ADDITIONS COLLECTED WRITTEN OFF ONE YEAR ONE YEAR
-------------- ----------- --------- --------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
1993:
DeVargas Center Joint Venture.......... $ 1,168 $ 382 $ $ $ 1,550(A)
DeVargas Center Joint Venture.......... 400 60 340(B)
Main/O.S.T., Ltd....................... 4,800 26 4,774(C)
Phelan Boulevard Venture............... 229 39 190(D)
GJR/Weingarten River Pointe Venture.... 456 456(E)
Plaza Construction, Inc................ 10,404 201 698 9,907(F)
WRI Holdings, Inc...................... 3,150 3,150(G)
WRI Holdings, Inc...................... 6,223 6,223(H)
WRI Holdings, Inc...................... 15,982 15,982(I)
Hospitality Venture.................... 3,550 1,350 2,200(J)
Eastex Venture......................... 2,690 50 207 2,533(K)
East Town, Lake Charles Company........ 47 17 25 39(L)
Sheldon Center, Ltd.................... 179 179(M)
Steeplechase Mall Joint Venture........ 4,450 4,450
Larry Johnson.......................... 322 322
F. B. Lake Charles, Ltd................ 66 66
Leisure Dynamics, Inc.................. 2,100 1,587 3,687(N)
----------- --------- --------- ------------ ----------- ---------
TOTAL............................ $55,760 $ 2,693 $ 7,243 $15,998 $35,212
----------- --------- --------- ------------ ----------- ---------
----------- --------- --------- ------------ ----------- ---------
1992:
DeVargas Center Joint Venture.......... $ 595 $ 573 $ $ $ 1,168
DeVargas Center Joint Venture.......... 400 400
Main/O.S.T., Ltd....................... 4,800 4,800
Phelan Boulevard Venture............... 255 26 229
Plaza Construction, Inc................ 10,179 225 10,404
WRI Holdings, Inc...................... 3,150 3,150
WRI Holdings, Inc...................... 6,223 6,223
WRI Holdings, Inc...................... 15,982 15,982
Hospitality Venture.................... 4,055 800 1,305 3,550
Eastex Venture......................... 2,888 50 248 2,690
East Town, Lake Charles Company........ 46 22 21 47
Sheldon Center, Ltd.................... 179 179
Steeplechase Mall Joint Venture........ 4,450 4,450
Larry Johnson.......................... 448 126 322
F. B. Lake Charles, Ltd................ 100 34 66
Leisure Dynamics, Inc.................. 900 1,200 2,100
----------- --------- --------- ------------ ----------- ---------
TOTAL............................ $49,350 $ 8,170 $ 1,760 $13,871 $41,889
----------- --------- --------- ------------ ----------- ---------
----------- --------- --------- ------------ ----------- ---------
1991:
DeVargas Center Joint Venture.......... $ 439 $ 156 $ $ $ 595
Phelan Boulevard Venture............... 256 11 12 255
Plaza Construction, Inc................ 11,418 325 1,564 10,179
WRI Holdings, Inc...................... 3,150 3,150
WRI Holdings, Inc...................... 6,660 437 6,223
WRI Holdings, Inc...................... 15,982 15,982
Hospitality Venture.................... 3,455 1,400 800 4,055
Eastex Venture......................... 2,926 92 130 2,888
East Town, Lake Charles Company........ 58 13 25 46
Sheldon Center, Ltd.................... 179 179
Steeplechase Mall Joint Venture........ 4,450 4,450
Larry Johnson.......................... 400 48 448
Leisure Dynamics, Inc.................. 900 900
----------- --------- --------- ------------ ----------- ---------
TOTAL............................ $49,373 $ 2,945 $ 2,968 $21,618 $27,732
----------- --------- --------- ------------ ----------- ---------
----------- --------- --------- ------------ ----------- ---------
</TABLE>
37
<PAGE> 40
- ------------
<TABLE>
<S> <C>
Note A -- The balance outstanding is due January 25, 1995 and bears interest at prime + 1%
not to exceed the maximum rate permitted by law.
Note B -- The balance outstanding is due November 1, 2002 and bears interest at prime + 1%
not to exceed the maximum rate permitted by law.
Note C -- The balance outstanding is due February 1, 2020 and bears interest at 9.2932% not
to exceed the maximum rate permitted by law.
Note D -- The balance outstanding is due June 1, 1994 and bears interest at prime + 2% not
to exceed the maximum rate permitted by law.
Note E -- The balance outstanding is due November 30, 2003 and bears interest at 9% not to
exceed the maximum rate permitted by law.
Note F -- The balance outstanding is due December 1, 1994 and bears interest at prime + 1%
not to exceed the maximum rate permitted by law. The note is subject to renewal
at the Company's option. Based upon available financing alternatives, the Company
currently intends to extend the maturity of the note for an additional year.
Note G -- The balance outstanding is due December 28, 1994 and bears interest at 10% not to
exceed the maximum rate permitted by law. The note is subject to renewal at the
Company's option. Based upon available financing alternatives, the Company
currently intends to extend the maturity of the note for an additional year.
Note H -- The balance outstanding is due December 28, 2004 and bears interest at 10% not to
exceed the maximum rate permitted by law.
Note I -- The balance outstanding is due December 28, 2004 and bears interest at 16% not to
exceed the maximum rate permitted by law.
Note J -- The balance outstanding is due August 18, 1995 and bears interest at prime + 1%
not to exceed the maximum rate permitted by law.
Note K -- The balance outstanding is due June 1, 1994 and bears interest at prime + 1 1/2%
not to exceed the maximum rate permitted by law. The note is subject to renewal
at the Company's option. Based upon available financing alternatives, the Company
currently intends to extend the maturity of the note for an additional year.
Note L -- The balance outstanding is due December 31, 1994 and bears interest at prime + 1%
not to exceed the maximum rate permitted by law.
Note M -- The balance outstanding is due June 1, 1994 and bears interest at prime not to
exceed the maximum rate permitted by law.
Note N -- The balance outstanding is due June 30, 1996 and bears interest at prime + 1% not
to exceed the maximum rate permitted by law.
</TABLE>
38
<PAGE> 41
SCHEDULE VIII
WEINGARTEN REALTY INVESTORS
VALUATION AND QUALIFYING ACCOUNTS
DECEMBER 31, 1993, 1992 AND 1991
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS
--------------------------
BALANCE AT CHARGED TO BALANCE
BEGINNING OF COSTS AND CHARGED TO AT END OF
DESCRIPTION PERIOD EXPENSES OTHER ACCOUNTS DEDUCTIONS(1) PERIOD
----------- ------------ ---------- -------------- ------------- ---------
<S> <C> <C> <C> <C> <C>
1993:
Allowance for Doubtful Accounts.... $755 $ 844 $ 661 $938
1992:
Allowance for Doubtful Accounts.... 757 595 597 755
1991:
Allowance for Doubtful Accounts.... 661 1,185 1,089 757
</TABLE>
- ---------------
(1) Write-offs of accounts receivable previously reserved.
39
<PAGE> 42
SCHEDULE X
WEINGARTEN REALTY INVESTORS
SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
ITEM 1993 1992 1991
---- ------ ------ ------
<S> <C> <C> <C>
Utilities, repairs and maintenance............................... $9,089 $7,696 $6,415
Amortization of debt, lease and organizational costs............. 2,690 3,112 2,618
</TABLE>
40
<PAGE> 43
SCHEDULE XI
WEINGARTEN REALTY INVESTORS
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1993
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
TOTAL COST
----------------------------------------------------------
BUILDINGS
AND PROJECTS UNDER TOTAL ACCUMULATED ENCUMBRANCES
PROPERTIES LAND IMPROVEMENTS DEVELOPMENT COST DEPRECIATION (NOTE A)
---------- -------- ------------ -------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
SHOPPING CENTERS:
Texas............................ $ 92,413 $345,777 $ $438,190 $119,959 $ 7,391
Other States..................... 8,325 59,754 68,079 25,258 3,097
-------- -------- -------- -------- -------- --------
Total Shopping Centers... 100,738 405,531 506,269 145,217 10,488
INDUSTRIAL PROPERTIES --
Texas............................ 9,000 41,203 50,203 12,192 2,130
OFFICE BUILDING -- Texas........... 534 12,014 12,548 8,155
MULTI-FAMILY RESIDENTIAL
PROPERTIES:
Texas............................ 399 1,098 1,497 539 1,130
Louisiana........................ 33 558 591 120 403
-------- -------- -------- -------- -------- --------
Total Improved
Properties............. 110,704 460,404 571,108 166,223 14,151
-------- -------- -------- -------- -------- --------
LAND UNDER DEVELOPMENT:
Texas............................ 36,305 36,305
Other States..................... 2,661 2,661
-------- -------- -------- -------- -------- --------
Total Land Under
Development............ 38,966 38,966
-------- -------- -------- -------- -------- --------
LEASED PROPERTY (SHOPPING CENTER)
UNDER CAPITAL LEASE
-- Louisiana..................... 6,534 6,534 2,182 5,990
-------- -------- -------- -------- -------- --------
CONSTRUCTION IN PROGRESS:
Texas............................ 5,698 5,698
Other States..................... 2,073 2,073
-------- -------- -------- -------- -------- --------
Total Construction in
Progress............... 7,771 7,771
-------- -------- -------- -------- -------- --------
Total of All
Properties............. $110,704 $466,938 $ 46,737 $624,379 $168,405 $ 20,141
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
</TABLE>
- ---------------
Note A -- Encumbrances do not include $40,350,000 outstanding under the
revolving credit agreements and $35,000,000 outstanding under the
14-year term loan payable to a group of insurance companies secured by
property collateral pools including all or part of 42 shopping
centers, one industrial project and five parcels of unimproved land.
41
<PAGE> 44
SCHEDULE XI
(CONTINUED)
The changes in total cost of the properties for the years ended December
31, 1993, 1992 and 1991 were as follows:
<TABLE>
<CAPTION>
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
Balance at beginning of year............. $528,362 $469,510 $419,958
Additions at cost........................ 95,502 62,559 50,176
Retirements or sales..................... (611) (4,190) (624)
Other changes (Note B)................... 1,126 483
-------- -------- --------
Balance at end of year................... $624,379 $528,362 $469,510
-------- -------- --------
-------- -------- --------
</TABLE>
The changes in accumulated depreciation for the years ended December 31,
1993, 1992 and 1991 were as follows:
<TABLE>
<CAPTION>
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
Balance at beginning of year............. $150,366 $134,500 $118,166
Additions charged to expense............. 18,740 17,952 16,358
Retirements or sales..................... (701) (2,086) (24)
-------- -------- --------
Balance at end of year................... $168,405 $150,366 $134,500
-------- -------- --------
-------- -------- --------
</TABLE>
- ---------------
Note B -- Transferred from net investment in direct financing leases.
42
<PAGE> 45
SCHEDULE XII
WEINGARTEN REALTY INVESTORS
MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1993
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
FINAL PERIODIC PRIOR FACE CARRYING
INTEREST MATURITY PAYMENT LIEN AMOUNT OF AMOUNT OF
RATE DATE TERMS AMOUNT MORTGAGES MORTGAGES
-------- -------- ------------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
(NOTE B)
SHOPPING CENTERS:
FIRST MORTGAGES:
Sheldon Forest
Channelview, TX............ Prime 6-01-94 Varying ($179 $ $ 179 $ 179
balloon)
Phelan Boulevard
Beaumont, TX............... Prime 6-01-94 Varying ($190 733 190
+ 2% balloon)
Eastex Venture
Beaumont, TX............... Prime 6-01-94 Varying 3,500 2,533
+ 1 1/2% ($2,533
balloon)
Main/O.S.T., Ltd
Houston, TX................ 9.2932% 2-01-20 $476 Annual 4,800 4,774
P & I
($1,241
balloon)
INDUSTRIAL:
FIRST MORTGAGES:
Railwood
Houston, TX................ 10% 12-28-04 Varying
($ 6,223
balloon) 7,000 6,223
River Pointe, Conroe, TX
(Note C)................... 9% 11-30-03 Varying 2,133 456
MULTI-FAMILY RESIDENTIAL:
FIRST MORTGAGE:
Stanford Court Apartments
Houston, TX................ 8.00% 3-30-98 Varying 1,440 1,360
($1,360
balloon)
UNIMPROVED LAND:
FIRST MORTGAGES:
Houston, TX.................. 11% 12-01-95 Level 45 13
SECOND MORTGAGE:
River Pointe
Conroe, TX................. Prime 12-01-94 Varying 12,000 9,907
+ 1% ($9,907
balloon)
------- --------- ---------
TOTAL MORTGAGE LOANS ON REAL
ESTATE (Note A).............. $ $ 31,830 $ 25,635
------- --------- ---------
------- --------- ---------
</TABLE>
(See notes on following page)
43
<PAGE> 46
SCHEDULE XII
(CONTINUED)
- ------------
Note A -- Changes in mortgage loans for the years ended December 31, 1993, 1992
and 1991 are summarized below:
<TABLE>
<CAPTION>
1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
Balance, Beginning of Year.................................... $30,357 $25,563 $27,285
New Mortgage Loans............................................ 456 4,800
Additions to Existing Loans................................... 251 275 428
Collections of Principal...................................... (5,429) (281) (2,150)
------- ------- -------
Balance, End of Year.......................................... $25,635 $30,357 $25,563
------- ------- -------
------- ------- -------
</TABLE>
- ------------
Note B -- The aggregate cost at December 31, 1993 for federal income tax
purposes is $24,104.
Note C -- Principal payments are due monthly to the extent of cash flow
generated by the underlying property.
44
<PAGE> 1
Exhibit 10.8
SECOND AMENDED PROMISSORY NOTE
$20,000,000.00 Houston, Texas January 1, 1993
FOR VALUE RECEIVED, and as hereinafter specified, WRI HOLDINGS, INC.,
a Texas corporation ("Maker"), promises to pay to the order of WEINGARTEN
REALTY INVESTORS, a Texas real estate investment trust ("Payee"), at 2600
Citadel Plaza Drive, Houston, Texas 77008 (or such other address as may be
designated in writing by Payee), in lawful money of the United States of
America, which shall be legal tender for the payment of all debts, public and
private, (i) the principal sum of TWENTY MILLION and NO/100 DOLLARS
($20,000,000.00), or so much thereof as may, from time to time, be advanced by
Payee pursuant to that certain Deficit Loan Agreement dated December 28, 1984,
between Maker and Weingarten Realty, Inc. ("WRI", predecessor-in-interest of
Payee), as amended by that certain First Amendment of Deficit Loan Agreement
and Modification of Interest Rate dated November 17, 1987, effective as of
September 30, 1987, between Maker and WRI, as further amended by that certain
Second Amendment of Deficit Loan Agreement and Modification of Promissory Note
dated August 1, 1991, effective as of January 1, 1991, between Maker and Payee
(collectively, the "Deficit Loan Agreement"); (ii) interest from the date
hereof until maturity upon the balance of the principal sum remaining unpaid
from time to time (such balance being referred to herein as the "Principal
Balance") (a) to cover the Interest Difference only on the Railwood Bond and
the River Pointe Bond, at the lesser of (A) the total of the prime rate
announced from time to time by Texas Commerce Bank National Association
-1-
<PAGE> 2
plus two percentage points per annum or (B) the highest lawful rate ("Maximum
Rate") permitted by Applicable Law (as hereinafter defined) and (b) to cover
the Interest Difference on the Hospitality Bond, at the Maximum Rate
permitted by Applicable Law; and (iii) interest upon all past-due principal
and accrued interest from maturity until paid at the Maximum Rate permitted
by Applicable Law.
All sums paid or agreed to be paid to Payee for the use, forbearance
or detention of the indebtedness evidenced hereby shall, to the extent
permitted by Applicable Law, be amortized, prorated, allocated and spread
throughout the full term of such indebtedness until payment in full, so that
the maximum lawful rate of interest or the maximum amount of interest that may
be charged, contracted for or received under Applicable Law on account of such
indebtedness does not exceed the Maximum Rate permitted by Applicable Law from
time to time in effect and applicable to the indebtedness evidenced hereby for
so long as such indebtedness is outstanding hereunder.
The term "Applicable Law," shall mean that law in effect from time to
time and applicable to this Note which lawfully permits the charging and
collection of the highest permissible lawful, non-usurious rate of interest on
this Note, including laws of the State of Texas and laws of the United States
of America. It is intended that Tex. Rev. Civ. Star. Ann., Art. 5069-1.04, as
amended, shall be included in the laws of the State of Texas in determining
Applicable Law, and for the purpose of applying said Article 5069-1.04 to this
Note, it is agreed between Maker and Payee that the interest ceiling applicable
to this Note under said Article 5069-1.04 shall be
-2-
<PAGE> 3
the quarterly rate ceiling. In no event shall the provisions of Article 5069
Ch 15 of the Revised Civil Statutes of Texas (which regulates certain revolving
credit loan accounts and revolving tri-party accounts) apply to the loan
evidenced hereby.
The entire unpaid Principal Balance, together with all accrued, unpaid
interest thereon, shall be finally due and payable on the 28th day of December,
2004 if not sooner paid (the "Maturity Date"), and with interest computed from
and after the Maturity Date at the Maximum Rate permitted by Applicable Law,
until all amounts due hereunder are paid in full.
The Maker of this Note shall have the right to prepay all or any
portion of the Principal Balance of this Note at any time without notice or any
prepayment penalty. Any amounts so prepaid shall be applied, first, to accrued
interest and, next, to principal coming due in the inverse order of maturity.
This Note shall be accelerated and become immediately due and payable,
at the option of the Payee or other holder hereof, without presentment, demand,
notice of intent to accelerate, notice of acceleration or any other notice
(other than the notice set forth herein) to the Maker or any other person
obligated or to become obligated hereon upon default continuing for a period of
ten (10) calendar days after receipt of written notice to Maker of a particular
event of default then existing in the payment of any sum due hereon or default
continuing for a period of twenty (20) calendar days after receipt of written
notice to Maker of a particular event of default then existing under the terms
of any of the Security Instruments (hereafter referred to). Any notice provided
for hereunder shall be deemed to be delivered three (3) calendar days after
being deposited in the United States Mail, postage prepaid,
-3-
<PAGE> 4
Certified Mail, return receipt requested, addressed to Maker at Maker's address
given below, or at such other address as such party may have theretofore
delivered in accordance herewith. Notice may also be given by telegram,
messenger service or other personal delivery, and shall be deemed to be
delivered when received.
Notwithstanding anything to the contrary set forth in this Note, Payee
or other holder hereof may, at its option, without presentment or demand or any
further notice (other than as expressly set forth in the following sentence) to
the Maker or any other person obligated hereon, declare this Note, and all sums
due and payable hereunder, immediately due and payable, at any time after the
28th day of December, 1994. Payee or such other holder hereof shall deliver to
Maker or such other person obligated or to become obligated hereon notice of
such election to accelerate the maturity of this Note as provided for in the
immediately preceding sentence, by delivering to such Maker or other person
obligated hereon six (6) months' prior written notice thereof, such notice to
be delivered in accordance with the notice provisions hereinabove provided.
Except as hereinabove expressly set forth, the Maker and all sureties,
guarantors and endorsers of this Note (i) waive demand, notice of intent to
accelerate, notice of acceleration, grace, protest, notice of protest and
presentment, and all other notices (except as otherwise expressly provided for
herein), (ii) agree that the Payee or other holder hereof shall not be required
first to institute suit or exhaust its remedies hereon against the Maker or
others liable to or to become liable hereon in order to enforce payment of this
Note by them, (iii) agree and consent that this Note may be renewed and the
time of payment extended, without notice and without
-4-
<PAGE> 5
releasing any of said parties, (iv) agree that the failure to exercise any
option or election herein upon the occurrence of any event of default shall
not be construed as a waiver of the right to exercise such option or election
at any later date or upon the occurrence of a subsequent event of default,
(v) agree that, without any notice, Payee may from time to time agree to
substitute, exchange or release any part or parts of the property and interests
securing the payment of this Note, with or without consideration, and
(vi) agree that, without any notice, Payee may from time to time agree to any
substitution, exchange or release of any party primarily or secondarily liable
hereon.
If this Note is collected by suit, through probate or bankruptcy court
or any other judicial proceedings, after default by the Maker, or if this Note
is not paid at maturity, howsoever such maturity may be brought about, and is
thereafter placed in the hands of an attorney for collection, then the Maker
promises to pay, as attorney's fees, and in addition to all other amounts owing
hereunder, a reasonable sum not to exceed ten percent (10%) of the unpaid
Principal Balance and accrued but unpaid interest thereon at the time this Note
is placed in the hands of such attorney.
Any action brought on this Note or the agreements or instruments
securing the same, regardless of where brought, shall be determined under the
laws of the State of Texas (and applicable federal law). All obligations
performable with respect to this Note shall be performable in Harris County,
Texas.
Notwithstanding any provision to the apparent contrary herein
contained, it is expressly provided that in no case or event shall the
aggregate of (i) all "interest" on the unpaid Principal Balance, accrued or
paid from the date hereof
-5-
<PAGE> 6
through the date of such calculation, and (ii) the aggregate of any other
amounts accrued or paid pursuant to this Note or any other instrument
evidencing, related to or securing this Note, which under Applicable Law,
is or may be deemed to constitute interest upon the debt evidenced hereby
from the date hereof through the date of such calculation, ever exceed the
Maximum Rate permitted by Applicable Law on the Principal Balance of the debt
evidenced by this Note from time to time remaining unpaid. In this connection
it is expressly stipulated and agreed that it is the intent of the Payee and
the Maker in the execution and delivery of this Note, and all other instruments
evidencing or securing the indebtedness constituting this debt, to contract
in strict compliance with Applicable Law from time to time in effect. In
furtherance thereof, none of the terms of this Note, or any other such
instruments, evidencing, related to or securing this Note, shall ever be
construed to create a contract to pay, as consideration for use, forbearance or
detention of money, interest at a rate in excess of the Maximum Rate permitted
by Applicable Law. The Maker or any guarantors, endorsers or other parties now
or hereafter becoming liable for the payment of this Note or any other
indebtedness incurred incident to this debt shall never be liable for interest
in excess of the Maximum Rate permitted by Applicable Law, and the provisions
of this paragraph shall control over any other provisions of this Note, or any
other instrument evidencing, related to or securing this debt which may be in
apparent conflict herewith.
Specifically and without limiting the generality of the foregoing, it
is expressly provided that if under any circumstances the aggregate amounts
contracted for, charged or received on this Note prior to and incident to the
final maturity
-6-
<PAGE> 7
include amounts which by law are deemed interest and which would exceed the
maximum amount of interest which could lawfully have been collected on this
debt, Maker stipulates that such amounts collected would have been and will be
deemed to have been the results of a mathematical error on the part of both
the Maker and holder of the Note, and that the party receiving such excess
payment if any has been received shall promptly refund the amount of such
excess (to the extent only of the excess of such interest payments above the
maximum amount which could lawfully have been contracted for, charged or
received) upon discovery of such error by the party receiving such payment. It
is hereby expressly stipulated and agreed to be the intent of both Maker and
holder to at all times comply with Applicable Law relating to this Note and the
instruments securing it, now or hereafter in effect, and any subsequent
judicial interpretation thereof to the extent that same are made applicable
thereto.
This Note amends, restates, extends and renews that certain Promissory
Note, dated December 28, 1984, in the principal sum of Seven Million and No/100
Dollars ($7,000,000) ("Original Note") as amended, restated, extended and
renewed by that certain First Amended Promissory Note dated effective as of
January 1, 1991, in the principal sum of Ten Million and No/100 Dollars
($10,000,000.00) (the "First Amended Note") and extends and renews all advances
made pursuant to the Original Note and the First Amended Note. This Note is
secured by all security agreements and lien instruments including those
executed with the Original Note on December 28, 1984, those executed in
connection with the First Amended Note effective as of December 1, 1991, those
executed heretofore and those hereafter
-7-
<PAGE> 8
executed by the Maker in favor of the Payee ("Security Instruments"),
including, but not limited to:
(a) That certain Security Agreement-Pledge, executed by Maker, as
debtor, and payable to the order of Payee, as secured party,
dated December 28, 1984; and
(b) Those certain Negative Pledge Agreements, executed by Maker,
as debtor, Payee, as secured party, Leisure Dynamics, Inc., a
Texas corporation, and Leisure Dynamics-Alabama, Inc., an
Alabama corporation, dated December 28, 1984,
each covering the Collateral (as therein defined).
This Note has been executed pursuant to the terms of the Deficit Loan
Agreement to which reference is hereby made for all pertinent purposes, and is
the "Accrual Note" as such term is defined therein. It is contemplated that
Payee may make advances on this Note pursuant to the Deficit Loan Agreement and
that from time to time Maker may make principal reduction hereon so that the
unpaid principal amount of this Note may fluctuate throughout its term. All
loans or advances and all payments or principal reductions made hereunder may
be endorsed by the Payee on the schedule attached hereto and made a part hereof
for all purposes. Additional schedule pages may be attached hereto from time to
time by the Payee if more space is necessary. Advances against this Note by the
Payee or other holder hereof, shall be governed by the terms and provisions of
the Deficit Loan Agreement.
Default under the Security (as such term is defined in the Deficit
Loan Agreement) shall constitute default under this Note, whereupon (after the
expiration
-8-
<PAGE> 9
of any notice and/or grace period, if any, provided for in the Deficit Loan
Agreement) the Payee or other holder hereof may, at its option, exercise any
and all rights, powers and remedies afforded hereunder, or under the Security,
or other instrument executed in connection herewith or therewith or related
hereto or thereto, or any other remedy afforded by law, including the right
to declare the unpaid balance of principal and accrued interest on this Note
and the Security at once mature and payable.
EXECUTED this 11th day of March, 1994, but effective for all purposes
as of the 1st day of January, 1993.
WRI HOLDINGS, INC., a Texas corporation
By: MARTIN DEBROVNER
------------------------
Name: Martin Debrovner
Title: Vice President
Address: 2600 Citadel Plaza Drive
Houston, TX 77292-4133
-9-
<PAGE> 10
$20,000,000.00 January 1, 1993
WRI HOLDINGS, INC., MAKER
SCHEDULE OF
LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST
<TABLE>
<CAPTION>
Amount of Unpaid
Principal Amount of Principal
Amount Paid or Interest Balance Notation
Date of Loan Prepaid Paid of Loans Made By
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
-10-
<PAGE> 1
Exhibit 10.12.1
FIRST AMENDMENT
TO
AMENDED AND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the
"First Amendment") executed 9/1, 1993, but effective as of January 22, 1993,
is made by and between Weingarten Realty Investors (the "Trust"), a Texas real
estate investment trust which is the successor in interest to Weingarten
Realty, Inc. (the "Company "), a former Texas corporation, and Texas Commerce
Bank National Association (the "Bank"), a national banking association with its
principal place of business in Houston, Harris County, Texas.
RECITALS
WHEREAS, the Company and the Bank were parties to that certain Amended
and Restated Loan Agreement dated as of February 5, 1986 which agreement
amended and restated certain loan agreements between the Company and the Bank
dated November 29, 1984 and August 15, 1977 respectively;
WHEREAS, the Amended and Restated Loan Agreement was amended by that
certain First Amendment dated December 30, 1987 between the Company and the
Bank, by that certain Second Amendment to Amended and Restated Loan Agreement,
effective as of April 5, 1988 between the Trust and the Bank, by that certain
Waiver and Third Amendment to Amended and Restated Loan Agreement dated June 7,
1989 between the Trust and the Bank and by that certain Fourth Amendment to
Amended and Restated Loan Agreement dated as of March 30, 1990 between the
Trust and the Bank, and was amended and restated in its entirety by that
certain Amended and Restated Loan Agreement executed January 22, 1993 between
the Trust and the Bank (as so amended and restated, hereinafter referred to as
the "Loan Agreement");
WHEREAS, the Trust has requested and the Bank has agreed, subject to
the terms and conditions of this First Amendment, that the facility fee payable
under Section 7.3 of the Loan Agreement be reduced from $300,000 per annum to
$250,000 per annum, and the Trust and the Bank therefore wish to amend the Loan
Agreement to, among other things, reflect such agreement that the facility fee
be so reduced;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the Trust and the Bank hereby
agree as follows:
1. All capitalized terms which are defined in the Loan Agreement and
not otherwise defined herein shall have the same meaning herein as in the Loan
Agreement.
<PAGE> 2
2. Section 7.1 of the Loan Agreement is hereby amended by deleting
said Section in its entirety and by inserting in lieu thereof the following:
7.1 Appraisal Fee. The Trust agrees to pay to the Bank a fee
equal to the cost paid by the Bank to a third-party appraiser for each
appraisal (a) obtained by the Bank pursuant to Section 2.3 or Section
5.3, (b) on each Additional Property prior to its addition to the
Borrowing Base and (c) that the Bank is required to obtain under the
provisions of any law applicable to the Bank (including, without
limitation, the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, as amended from time to time) or pursuant to
the Bank's internal credit policies; provided however that in no event
shall the Trust be obligated to pay an appraisal fee as to any
particular Property more than once in any 24-month period unless the
provisions of any such laws, or the Bank's internal credit policies
applied to similar credits, require appraisal more often. The Bank
shall provide to the Trust a list of proposed appraisers from which
the Trust shall select an appraiser to perform such appraisals.
3. Section 7.3 of the Loan Agreement is hereby deleted in its entirety
and the following is hereby substituted in lieu thereof:
7.3 Facility Fee. The Trust agrees to pay to the Bank a
facility fee on the Bank's commitment to make Revolving Credit Loans
under Section 1.1 hereof or Facility II Loans under Section 3.1 hereof
(whether or not principal amounts under the Revolving Credit Note or
the Facility II Note are outstanding from time to time) in the amount
of $250,000 per annum from January 22, 1993 until the Expiration Date,
payable quarterly in arrears on the last day of each April, July,
October and January (but calculated with reference to the quarters
ending on the last day of each March, June, September and December)
during the term of this Agreement and on the Expiration Date; provided
that, on such payment dates, a credit shall be applied in respect of
the Trust's payment of the facility fee in an amount equal to (i) (A)
the sum of the average collected balances for such period in all of
the demand deposit accounts at the Bank included in the Weingarten
relationship (which accounts shall be determined by the Bank in its
sole discretion), less (B) balances required to support cash
management fees not theretofore paid to the Bank in cash with respect
to such accounts for such period (such balances to be computed in a
manner consistent with the other calculations made pursuant to this
Section 7.3) less (C) balances required to satisfy FDIC reserve
requirements with respect to such accounts for such period,times (ii)
the Earnings Credit Rate in effect at the time of determination;
further provided that if such credit is not fully utilized in any such
quarter, it may be carried forward and applied toward future payments
of the facility fee for an additional four quarters, with the oldest
credit being applied first toward such payment. For
-2-
<PAGE> 3
example, if the total credit for the quarter ending June 1993 is
$100,000, no portion of the facility fee shall be payable in such
quarter and the $37,500 remaining credit which was not utilized in
such quarter may be carried forward and utilized until March 1994.
4. Section 9.3 of the Loan Agreement is hereby amended by deleting
said Section in its entirety and by inserting in lieu thereof the following:
9.3 Liens. At or prior to the date of each borrowing
hereunder, the Bank shall have received (a) one or more deeds of trust
or mortgages or supplements to deeds of trust or mortgages
("Mortgages") in form and substance acceptable to the Bank granting to
the Bank a first lien on each item of Borrowing Base Property, (b) an
opinion as to (i) the proper recordation of the Mortgage, (ii) the
creation of a valid, binding and perfected lien on the property
described in the Mortgage and (iii) the enforceability of the
Mortgage, which opinion shall be in form and substance satisfactory to
the Bank and prepared by attorneys approved by the Bank, (c) unless the
provisions of Section 14 hereof are applicable, a mortgagee's policy
of title insurance, satisfactory to the Bank showing that each such
lien is a first lien subject to no exceptions other than for
mechanics' and materialmen's liens (in the case of Borrowing Base
Property upon which improvements are being constructed), and customary
utility easements, rights-of-way, restrictions and the like which do
not materially detract from the value or impair the use of such
Borrowing Base Property, taxes not yet due or payable, leases existing
at the time the Property is designated as Borrowing Base Property to
tenants for space in such improvements, if any, and other minor
matters acceptable to the Bank in its sole discretion, (d) or
alternatively, if the provisions of Section 14 hereof are applicable,
(i) a title commitment or title report (or a supplemental abstract of
title) prepared through the time of recordation of the applicable
Mortgages and (ii) a title opinion in form and substance satisfactory
to the Bank, prepared by attorneys approved by the Bank, provided,
however, that within a reasonable time following written demand
therefor by the Bank, the Trust will furnish, and thereafter maintain
in effect, mortgagee's title insurance policies on all Borrowing Base
Properties in amounts at least equal to 75% of the values thereof;
(e) a survey of each such Borrowing Base Property acceptable to the
Bank, (f) an appraisal of each such Borrowing Base Property and (g)
certificates of insurance evidencing a policy or policies of insurance
on each Property included in the Borrowing Base Property, as required
under Section 10.6. Notwithstanding anything to the contrary herein,
all such documentation required to be delivered under this Section 9.3
shall be delivered to the Bank on or before 60 days after the date of
designation of any Additional Property as Borrowing Base Property
pursuant to Section 5.4, 6.1, or 6.6 hereof.
-3-
<PAGE> 4
5. Section 16.1 of the Loan Agreement is hereby amended by adding the
following definition between the definitions of "Default" and "Dollars"
therein:
"Deferral Letter" means that certain letter agreement dated
9/1, 1993 effective January 22, 1993 between the Trust and Bank
relating to the deferral of reappraisals of the Borrowing Base
Property.
6. Section 16.1 of the Loan Agreement is hereby further amended by
deleting the definition of "Loan Documents" therein and by inserting in lieu
thereof the following definition:
"Loan Documents" shall mean the Revolving Credit Note,
Facility I Note, Facility II Note, Facility III Note, Weingarten
Letters of Credit, the Weingarten Letter of Credit Applications, the
Deferral Letter, the Assignments, the Mortgages, the Subsidiary
Guaranties and any and all other promissory notes, loan agreements,
security documents or other documents or instruments executed or
delivered to the Bank pursuant to the foregoing or the transactions
connected therewith.
7. This First Amendment shall become effective when and only when (a)
the Bank shall have executed a counterpart of this First Amendment and (b) the
Bank shall have received each of the following:
(i) Counterparts of this First Amendment executed by the Trust
and each of the Guarantors;
(ii) Deferral Letter duly executed by the Trust;
(iii) The quarterly payment of the Facility Fee due on April
30, 1993;
(iv) A certificate of the Secretary or any Assistant Secretary
of the Trust certifying (a) the names and true signatures of the
officers of the Trust authorized to sign this First Amendment, the
Deferral Letter and the other documents and certificates to be
delivered pursuant to this First Amendment, (b) the bylaws and
declaration of trust of the Trust as in effect on the date of such
certification, and (c) the resolutions of the Trust Managers of the
Trust approving and authorizing the execution, delivery and
performance by the Trust of this First Amendment, the Deferral Letter
and the transactions contemplated thereby; and
(v) Such other documents and agreements as the Bank may
reasonably request.
-4-
<PAGE> 5
8. The Trust hereby represents that, as of the date hereof and after
giving effect to the amendments contemplated herein, (a) the representations
and warranties made by the Trust contained in the Loan Agreement, as hereby
amended, and in the other Loan Documents, are true in all material respects on
and as of the execution date hereof to the extent such representations and
warranties do not expressly relate to a specific point in time and (b) the
Trust is not in default under Section 12 of the Loan Agreement. The Trust
hereby additionally represents that it owns 100% of the issued and outstanding
stock of each Subsidiary, including without limitation the Arkansas Subsidiary.
9. On and after the date hereof, each reference in the Loan Agreement
and the other Loan Documents to "this Agreement," "hereunder," "herein," or
words of like import shall mean and be a reference to the Loan Agreement, as
hereby amended.
10. Except as expressly affected by the provisions set forth herein,
the Loan Agreement, as hereby amended, shall remain in full force and effect
and is hereby ratified and confirmed by the Trust. The execution, delivery, and
effectiveness of this First Amendment shall not, except as expressly provided
herein, operate as an amendment or waiver of any right, power or remedy of the
Bank under the Loan Agreement, the Assignments, or the Mortgages, or any other
document or instrument executed in connection with the Loan Agreement, the
Assignments or the Mortgages, nor constitute a waiver of any other provision of
the Loan Agreement.
11. The Trust agrees to do, execute, acknowledge and deliver all and
every such further acts and instruments as the Bank may reasonably request for
the better assuring and confirming unto the Bank all and singular the rights
granted or intended to be granted hereby or hereunder.
12. Pursuant to Section 13.3 of the Loan Agreement, the Trust agrees
to pay on demand all costs and expenses of the Bank in connection with the
preparation, reproduction, execution and delivery of this First Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Bank with respect thereto and with respect to advising the Bank as to
its rights and responsibilities under the Loan Agreement as hereby amended).
13. With respect to the incurrence of certain liabilities hereunder
and the making of certain agreements by the Trust as herein stated, such
incurrence of liabilities and such agreements shall be binding upon the Trust
only as a trust formed under the Texas Real Estate Investment Trust Act
pursuant to that certain Restated Declaration of Trust dated March 23, 1988,
and only upon the assets of such Trust. No Trust Manager or officer or other
holder of any beneficial interest in the Trust shall have any personal
liability for the payment of any indebtedness or other liabilities incurred by
the Trust hereunder or for the performance of any agreements made by the Trust
hereunder, nor for any other act, omission or obligation
-5-
<PAGE> 6
incurred by the Trust or by the Trust Managers except, in the case of a Trust
Manager, any liability arising from his own willful misfeasance or malfeasance
or negligence.
14. This First Amendment may be executed in one or more counterparts,
each of which shall constitute an original but when taken together shall
constitute but one agreement.
15. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND SHALL BE BINDING UPON THE
TRUST, THE BANK, THE GUARANTORS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
16. THE WRITTEN LOAN AGREEMENT, AS AMENDED BY THIS FIRST AMENDMENT,
AND THE OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION THEREWITH
(INCLUDING, WITHOUT LIMITATION, THE DEFERRAL LETTER, THE NOTES, THE
GUARANTIES, AND THE MORTGAGES), REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES. SUCH WRITINGS SUPERSEDE ALL PRIOR PROPOSALS,
NEGOTIATIONS, AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER OF
SUCH DOCUMENTS. EACH OF THE PARTIES HERETO CERTIFIES THAT IT IS NOT RELYING ON
ANY STATEMENT, REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF ANY KIND
EXCEPT FOR THOSE SET FORTH IN THIS AGREEMENT AND SUCH OTHER DOCUMENTS.
-6-
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto, by their respective
officers thereunto duly authorized, have executed this Agreement this the 1st
day of Sept., 1993, but effective January 22, 1993.
WEINGARTEN REALTY INVESTORS
By: BILL ROBERTSON, JR.
---------------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By: GEORGE M. SMITH
----------------------------------
Name: George M. Smith
Title: Vice President
Each of the undersigned, as Guarantors, hereby consents to the terms and
conditions set forth in this First Amendment and hereby ratifies and confirms
its obligations under its Guaranty of the obligations of the Trust under and in
connection with the Loan Agreement, as amended by this First Amendment.
WEINGARTEN/LUBBOCK, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
--------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
-7-
<PAGE> 8
WEINGARTEN/SOUTHGATE, INC.
(formerly known as
WRI/DeVargas, Inc.),
a Texas corporation
By: BILL ROBERTSON, JR.
-----------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
WEINGARTEN/LUFKIN, INC.
(formerly known as
WRI/Central Park North, Inc.),
a Texas corporation
By: BILL ROBERTSON, JR.
-----------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
WEINGARTEN/TENNESSEE, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
-----------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
WEINGARTEN/ARKANSAS, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
-----------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
-8-
<PAGE> 9
WEINGARTEN/JONES ROAD
COMPANY, INC., a Texas corporation
By: BILL ROBERTSON, JR.
--------------------------------
Name: Bill Robertson,Jr.
Title: Executive Vice President
WEINGARTEN/MAINE, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
--------------------------------
Name: Bill Robertson,Jr.
Title: Executive Vice President
WEINGARTEN/OKLAHOMA, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
--------------------------------
Name: Bill Robertson,Jr.
Title: Executive Vice President
WRI/BAY CITY, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
--------------------------------
Name: Bill Robertson,Jr.
Title: Executive Vice President
WEINGARTEN RAILSPUR, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
--------------------------------
Name: Bill Robertson,Jr.
Title: Executive Vice President
-9-
<PAGE> 10
AMARILLO CENTERS, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
-----------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
CYPRESS/WESTFIELD, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
-----------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
WEINGARTEN/LUFKIN THEATRE, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
-----------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
WEINGARTEN/NEW YORK, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
-----------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
-10-
<PAGE> 11
WEINGARTEN/VILLAGE ARCADE, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
-------------------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
WRI/LATHROP, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
-------------------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
WRI/NEDERLAND, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
-------------------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
WRI/PUCKETT, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
-------------------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
WRI/SW PARK II, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
-------------------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
-11-
<PAGE> 12
MESQUITE/TOWN EAST, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
----------------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
WEINGARTEN REALTY MANAGEMENT COMPANY
a Texas corporation
By: BILL ROBERTSON, JR.
----------------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
WRI MINI-STORAGE, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
----------------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
WTSC, INC.,
a Texas corporation
By: BILL ROBERTSON, JR.
----------------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
-12-
<PAGE> 1
Exhibit 10.18.1
AGREEMENT AND AMENDMENT TO LOAN AGREEMENT
This Agreement and Amendment to Loan Agreement (this "Amendment")
dated as of March 31, 1993 between WEINGARTEN REALTY INVESTORS (the
"Borrower"), a Texas real estate investment trust, and BARCLAYS BANK PLC (the
"Lender"), an English banking organization acting through its New York branch,
which has been authorized to do business in the State of New York;'
W I T N E S S E T H :
WHEREAS, the Borrower and the Lender executed and delivered that
certain Loan Agreement (as amended and supplemented to the date hereof, the
"Loan Agreement") dated as of October 1, 1990; and
WHEREAS, the Borrower and the Lender desire to amend the Loan
Agreement to (a) extend the Termination Date to June 1, 1994; (b) provide that
the Borrower will pay a commitment fee of 1/8% per annum on the difference
between the Revolving Commitment and the outstanding principal balance of the
Revolving Note; (c) provide that the Loans will be secured by perfected first
priority Liens on real Property with a value (as determined by the Lender in
its sole discretion) such that the ratio of the outstanding Loans to such value
will not exceed 65%; (d) establish a mechanism for the periodic appraisal of
such real Property; (e) modify the mechanism for the extension of the
Termination Date, and (f) amend the Loan Agreement in certain other respects;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements, representations and warranties herein set forth, and for other good
and valuable consideration, the receipt and sufficiency of which are
acknowledged, the Borrower and the Lender do hereby agree as follows:
Section 1. The following definitions contained in Section 1 of the Loan
Agreement are hereby each amended to provide as follows:
Loan Documents shall mean this Agreement, the Notes, the Deeds
of Trust, the Guaranty, all instruments, certificates and agreements
now or hereafter executed or delivered to the Lender pursuant to any
of the foregoing, and all amendments, modifications, renewals,
extensions, increases and rearrangements of, and substitutions for,
any of the foregoing.
Termination Date shall mean the earlier of (a) the date
specified by the Lender in accordance with Section 7.1 hereof or (b)
June 1, 1994; provided that if (1) the Borrower executes, acknowledges
and delivers to the Lender multiple originals (at least one set for
each Deed of Trust then existing, with one of such set for the
<PAGE> 2
Lender and one of such set for the Borrower) of a Renewal and Extension
Agreement substantially in the form of Exhibit C during the March
immediately preceding the then-current Termination Date and (2) the
Lender executes, acknowledges and delivers to the Borrower one of such
Renewal and Extension Agreements on or before the April 30 immediately
before the then-current Termination Date, then the scheduled
Termination Date shall be extended by one year. Neither the Borrower
nor the Lender shall be obligated to execute, acknowledge or deliver
any Renewal and Extension Agreement, but each may do so at its sole
discretion and the failure of either the Borrower or the Lender to
execute, deliver and acknowledge any Renewal and Extension Agreement
shall mean that the Termination Date shall not be extended by
operation of this definition.
Section 2. section 1 of the Loan Agreement is hereby amended to add
thereto the following definitions:
Deed of Trust shall mean an instrument substantially
in the form of Exhibit D and completed such that it is in Proper Form;
provided that if the Property intended to be covered thereby is
located in a jurisdiction other than the State of Texas, then the Deed
of Trust covering such Property shall be an instrument in Proper Form.
Loan to Value Ratio shall mean, as of any date, the ratio
(expressed as a percentage) of (a) the outstanding principal balance
of the Loans outstanding on such date to (b) the aggregate Value of
the Mortgaged Properties on such date.
Mortgaged Property shall mean all Property, whether now
existing or hereafter acquired, which is or is to become subject to
the Liens of a Deed of Trust; provided that such Property shall not
be considered "Mortgaged Property" for purposes of this Agreement
(although it shall still be subject to the Liens of the Deed of Trust)
unless the Borrower shall have delivered to the Lender a legal opinion
of independent counsel to the Borrower (or other evidence reasonably
satisfactory to the Lender) in Proper Form stating that the Lien of
such Deed of Trust is a perfected first priority Lien.
Value shall mean the fair market value of any Mortgaged
Property, as determined by the Lender from time to time in its sole
and absolute discretion. Each determination by the Lender of the
Value of a Mortgaged Property shall be binding and conclusive.
-2-
<PAGE> 3
Section 3. There are hereby added to the Loan Agreement new Sections
2.5, 2.6, 2.7 and 2.8, which shall provide in their entirety as follows:
2.5. Commitment Fee. In consideration of the Revolving
Commitment, the Borrower agrees to pay a commitment fee (computed on
the basis of the actual number of days elapsed in a year composed of
360 days) of 1/8% per annum on the daily average difference between
the Revolving Commitment and the outstanding principal balance of the
Revolving Note, such fee to be due and payable in arrears on the last
Business Day of each calendar quarter and on the Termination Date.
All past due commitment fees shall bear interest at the Past Due Rate.
2.6. Mortgaged Properties. The obligations of the Borrower
under the Loan Documents shall be secured by Deeds of Trust on
Mortgaged Properties selected by the Borrower. The Borrower may add
Mortgaged Properties at any time and from time to time. The Borrower
may request that the Lender release any Mortgaged Property at any time
and from time to time, and the Lender shall promptly execute and
acknowledge a release in Proper Form and deliver it to the Borrower,
all at the Borrower's expense, if (a) the Loan to Value Ratio would
not exceed after giving effect to such release and (b) no Event of
Default has occurred and is continuing.
2.7. Appraisals. From time to time and at any time, the Lender
shall determine the Value of such Mortgaged Property and give notice
to the Borrower of such Value. The Borrower shall pay the Lender a fee
of $1,500 plus the Lender's out-of-pocket travel costs in connection
with each such determination, and such fee and expenses shall be due
and payable five Business Days after presentation to the Borrower of a
statement therefor; provided that the Lender shall present only one
such statement with respect to a particular Mortgaged Property in any
12-month period. Each determination of the Value of a Mortgaged
Property by the Lender shall be for the Lender's exclusive benefit,
and the Borrower shall not-and shall not allow any other Person to--
rely upon such determination in any manner, and the Borrower will
indemnify and hold the Lender harmless from all such reliance by the
Borrower or any other Person.
2.8. Loan to Value Ratio. Notwithstanding anything in any Loan
Document to the contrary, the Lender shall have no obligation to make
any Loan if the Loan to Value Ratio would exceed 65% after the making
of such Loan. Furthermore, if the Loan to Value Ratio ever exceeds
70%, then the Borrower shall prepay the Loans such that the Loan to
Value Ratio does not exceed 65%; such prepayment shall be due and
payable five Business Days after the
-3-
<PAGE> 4
Lender gives the Borrower notice that the Loan to Value Ratio exceeds
65% (which notice may be implied by the Borrower's receipt of a notice
setting forth the value of a Mortgaged Property) and shall be applied
as set forth in the Note. Each such prepayment shall be applied first
to that portion of the Note bearing interest at the Fed Funds Rate
plus 1%, and then, notwithstanding the order of payment specified in
Section 2.4 hereof, to those portions of the Note bearing interest at
Quoted Rates in such order as will minimize the aggregate prepayment
premiums (as determined in accordance with Section 2.4 hereof) due in
connection with such prepayment.
Section 4. Section 3.3 of the Loan Agreement is hereby amended to read
in its entirety as follows:
3.3. Term Loan. In addition to the matters described in
Sections 3.1 and 3.2 hereof, the obligation of the Lender to make the
Term Loan is subject to the receipt by the Lender of the following,
all duly executed and in Proper Form: (a) the Term Note; (b)
instruments supplementing all then-existing Deeds of Trust to provide
that the Deeds of Trust now secure the Term Note; (c) a Secretary's
Certificate from the Borrower; (d) a written statement from the
Guarantors confirming that the Term Note is guaranteed by the
Guaranty, and (e) a legal opinion from independent counsel for the
Borrower acceptable to the Lender and to the effects set forth on
Exhibit G.
Section 5. Section 6.7(c) of the Loan Agreement is hereby amended to
read in its entirety as follows:
(c) Investments in its Subsidiaries acquired after the date
hereof, provided that each such Subsidiary (1) is directly or
indirectly wholly owned by the Borrower and (2) executes a Guaranty
Joinder, substantially in the form of Exhibit I, within 30 days after
the date of such acquisition,
Section 6. Exhibits. Exhibits C and D and Appendix II to the Loan
Agreement are hereby deleted, and there are hereby substituted therefor new
Exhibits C and D and Appendix II, which shall be identical to Exhibits C and D
and Appendix II, attached hereto and hereby made a part hereof. There is
hereby added to the Loan Agreement a new Exhibit I, which shall be identical to
Exhibit I, attached hereto and hereby made a part hereof.
Section 7. Conditions. This Amendment shall not become effective
until the Borrower shall have delivered to the Lender each of the following:
(a) a Secretary's Certificate of the Borrower;
-4-
<PAGE> 5
(b) a writing from the Guarantors confirming that the
Guaranty continues to guarantee the obligations of the Borrower under
the Loan Documents; and
(c) such other documents and information as the Lender may
reasonably request.
Section 8. Representations True; No Default. The Borrower represents
and warrants that the representations and warranties contained in the Loan
Documents (after giving effect to any written disclosures delivered to the
Lender contemporaneously with the execution of this Amendment) are true and
correct in all material respects on and as of the date hereof as though made on
and as of such date. The Borrower hereby certifies that no event has occurred
and is continuing which constitutes a Default or an Event of Default.
Section 9. Ratification. Except as expressly amended hereby, the Loan
Documents shall remain in full force and effect. The Loan Agreement, as hereby
amended, and all rights and powers created thereby or thereunder and under the
other Loan Documents are in all respects ratified and confirmed and remain in
full force and effect.
Section 10. Definitions and References. Any term used herein which is
defined in the Loan Agreement or in the other Loan Documents shall have the
meaning therein ascribed to it. The terms "Agreement" and "Loan Agreement" as
used in the Loan Documents or any other instrument, document or writing
furnished to the Lender by the Borrower and referring to the Loan Agreement
shall mean the Loan Agreement as hereby amended.
Section 11. Expenses; Additional Information. The Borrower shall pay
to the Lender all reasonable expenses incurred in connection with the execution
of this Amendment. The Borrower shall furnish to the Lender all such other
documents, consents and information relating to the Borrower as the Lender may
reasonably require.
Section 12. REIT. The Borrower is an unincorporated trust organized
under the Texas Real Estate Investment Trust Act, as amended (the "Act"). The
obligations and liabilities of the Borrower created under the Loan Documents
shall be binding upon the Borrower only as a trust under the Act, and only upon
the Property of the Borrower. None of the shareholders, managers, officers,
employees or agents of the Borrower or holders of any beneficial interest in
the Borrower shall have any personal liability, in any manner whatsoever, for
the payment of any monies or the performance of the agreements made by the
Borrower under the Loan Documents.
Section 13. Miscellaneous. This Amendment (a) shall be binding upon
and inure to the benefit of the Borrower and the Lender and their respective
successors, assigns, receivers and trustees (provided that the Borrower shall
not assign its rights hereunder without the express prior written consent of
the Lender);
-5-
<PAGE> 6
(b) may be modified or amended only by a writing signed by each party;
(c) shall be governed by and construed in accordance with the laws of the State
of Texas and the United States of America; (d) may be executed in several
counterparts, and by the parties hereto on separate counterparts, and each
counterpart, when so executed and delivered, shall constitute an original
agreement, and all such separate counterparts shall constitute but one and the
same agreement, and (e) together with the other Loan Documents, embodies the
entire agreement and understanding between the parties with respect to the
subject matter hereof and supersedes all prior agreements, consents and
understandings relating to such subject matter. The headings herein shall be
accorded no significance in interpreting this Amendment.
IN WITNESS WHEREOF, the Borrower and the Lender have caused this
Amendment to be signed by their respective duly authorized officers, effective
as of the date first above written.
WEINGARTEN REALTY INVESTORS,
a Texas real estate investment trust
By: BILL ROBERTSON, JR.
--------------------------------
Name: Bill Roberton, Jr.
Title: Executive Vice President
BARCLAYS BANK PLC,
an English banking organization
acting through its New York
branch
By: DAVID J. PALANS
--------------------------------
Name: David J. Palans
Title: Vice President
Exhibit C - Renewal and Extension Agreement
Exhibit D - Deed of Trust and Security Agreement
Exhibit I - Guaranty Joinder
Appendix II - Subsidiaries
-6-
<PAGE> 7
RENEWAL AND EXTENSION AGREEMENT
This Renewal and Extension Agreement (this "Agreement") dated as
of March , 199 between WEINGARTEN REALTY INVESTORS (the "Borrower"), a Texas
real estate investment trust, and BARCLAYS BANK PLC (the "Lender"), an English
banking organization acting through its New York branch, which has been
authorized to do business in the State of New York;
W I T N E S S E T H :
WHEREAS, the Borrower and the Lender executed and delivered that
certain Loan Agreement (as amended, supplemented and restated, the "Loan
Agreement") dated as of October 1, 1990;
WHEREAS, pursuant to the Loan Agreement, the Borrower made that
certain promissory note (as renewed, extended and rearranged, the "Note") of
even date therewith and in the maximum principal amount of TWENTY MILLION
DOLLARS ($20,000,000.00);
WHEREAS, the obligations of the Borrower under the Loan Agreement
and the Note are secured, among other security, by those certain instruments
(collectively and as amended, supplemented and restated, the "Deeds of Trust")
described (including recordation data) on Annex I, attached hereto and hereby
made a part hereof; reference is here made to the Deeds of Trust for a
description of the collateral for such obligations and for all other purposes;
WHEREAS, all of the liens, security interests, assignments and
other encumbrances securing such obligations, including but not limited to
those created by the Deeds of Trust, are referred to herein as the "Liens;"
WHEREAS, the Borrower and the Lender desire to (a) extend the
stated maturity of the Note; (b) ratify the Liens, and (c) confirm that the
Liens continue to secure the Note, as modified hereby, all as set forth in the
succeeding provisions of this Agreement (which shall control over any
conflicting or inconsistent recitals above).
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the Borrower and the Lender hereby agree as
follows:
1. Extension. The stated maturity of the Note is hereby extended
to June 1, 199__.
2. Lien Continuation; Miscellaneous. The Liens are hereby
ratified and confirmed as continuing to secure the payment of the obligations
of the Borrower under the Loan Agreement and the Note, as modified hereby.
Nothing herein shall in any manner diminish, impair or extinguish the Note, the
Loan Agreement or the Liens.
EXHIBIT C
<PAGE> 8
The Liens are not waived. The Liens are hereby renewed and
extended and carried forward. All rights, indebtedness, covenants, agreements,
warranties, powers, terms, provisions, and conditions of the Deeds of Trust or
created thereby shall remain in full force and effect to secure the obligations
under the Loan Agreement and the Note, without waiving any right, title,
interest or priority on the part of the Lender, all of which remain unabated,
in full force and effect; provided that nothing herein is intended to reimpose
a Lien or security interest on property theretofore released pursuant to any
recorded release executed by the Lender. To the extent of any conflict between
the Note or the Loan Agreement (or any earlier modification of any of them) and
this Agreement, this Agreement shall control. Except as hereby expressly
modified, all terms of the Note and the Loan Agreement (as any of them may have
been previously modified by any written agreement) remain in full force and
effect. This Agreement (a) shall bind and benefit the Borrower and, except as
herein expressly limited, the Lender and their respective receivers, trustees,
successors and assigns (provided that the Borrower shall not assign its rights
hereunder without the express prior written consent of the Lender); (b) may be
modified or amended only by a writing signed by each party; (c) shall be
governed by and construed in accordance with the applicable laws of the State
of Texas and the United States of America from time to time in effect; (d) may
be executed in several counterparts, and by the parties hereto in separate
counterparts, and each counterpart, when executed and delivered, shall
constitute an original agreement enforceable against all who signed it without
production of or accounting for any other counterpart, and all separate
counterparts shall constitute the same agreement, and (e) embodies the entire
agreement and understanding between the parties with respect to modifications
of instruments provided for herein and supersedes all prior conflicting or
inconsistent agreements, consents and understandings relating to such subject
matter. The Borrower is an unincorporated trust organized under the Texas Real
Estate Investment Trust Act, as amended (the "Act"). The obligations and
liabilities of the Borrower created under the Loan Documents shall be binding
upon the Borrower only as a trust under the Act, and only upon the Property of
the Borrower. None of the shareholders, managers, officers, employees or agents
of the Borrower or holders of any beneficial interest in the Borrower shall
have any personal liability, in any manner whatsoever, for the payment of any
monies or the performance of the agreements made by the Borrower under the
"Loan Documents" (as such term is defined in the Loan Agreement and including
this Agreement).
-2-
EXHIBIT C
<PAGE> 9
NOTICE PURSUANT TO TEX. BUS. & COMM. CODE Section 26.02
THE "LOAN DOCUMENTS" (AS SUCH TERM IS DEFINED IN THE LOAN AGREEMENT), INCLUDING
THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
EXECUTED effective as of the date first set forth above.
WEINGARTEN REALTY INVESTORS,
a Texas real estate investment trust
By:
Name:
Title:
BARCLAYS BANK PLC,
an English banking organization
acting through its New York
branch
By:
Name:
Title:
-3-
EXHIBIT C
<PAGE> 10
THE STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on _______________,
199__, by ___________________________________, _______________________ of
Weingarten Realty Investors, a Texas real estate investment trust on behalf
of said trust.
NOTARY STAMP BELOW:
________________________
Notary Public in and for
the State of T E X A S
STATE OF
COUNTY OF
This instrument was acknowledged before me on __________, 199__,
by ____________________________, _______________________ of Barclays Bank PLC,
an English banking organization acting through its New York branch, on behalf
of said organization.
NOTARY STAMP BELOW:
________________________
Notary Public in and for
Annex I - Deeds of Trust ________________________
-4-
EXHIBIT C
<PAGE> 11
DEED OF TRUST AND SECURITY AGREEMENT
THE STATE OF TEXAS
KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF HARRIS
THAT WEINGARTEN REALTY INVESTORS ("Mortgagor"), a Texas real
estate investment trust, of 2600 Citadel Plaza Drive, Houston, Harris County,
Texas 77008, in consideration of the sum of Ten Dollars ($10.00) to it in hand
paid by David J. Palans of 2425 West Loop South, Suite 1000, Houston, Harris
County, Texas 77027, hereinafter called "Trustee," the receipt of which is
hereby acknowledged, and of the further consideration, uses, purposes and
trusts herein set forth and declared, have GRANTED, SOLD and CONVEYED, and by
these presents do GRANT, SELL and CONVEY unto the Trustee, and also to the
Successor and Substitute Trustee as hereinafter provided, all of the following
described property, to wit:
All those certain tracts or parcels of land which are more
particularly described in Exhibit A which is attached hereto and incorporated
by reference herein for all purposes, together with all improvements heretofore
or hereafter placed thereon by Mortgagor, including all heating, lighting,
cooling, ventilating, air conditioning, gas, electric and other fixtures and
equipment now or hereafter attached to or used in connection with any such
improvements, all of which shall be deemed and considered a part of the realty,
also all leases, rentals, royalties, bonuses and income therefrom and together
with any after-acquired title of Mortgagor to the above described lands and
premises, and all and singular the rights and appurtenances to the same
belonging or in anywise incident or appertaining. Mortgagor is the record
owner of the above-described real estate.
The above-described property is subject to leases, if any,
covering tenants-in-possession, easements, if any, liens, if any, and all other
matters, if any, which may be of record on the date hereof, and in effect and
enforceable against the above-described property on the date hereof.
TO HAVE AND TO HOLD the above described property and premises,
together with all and singular the rights, privileges, tenements, hereditaments
and appurtenances thereto in anywise incident or belonging unto the Trustee and
to his successors or substitutes in the Trust and unto his and their assigns
forever; hereby covenanting and agreeing to forever warrant and defend the
premises aforesaid and every part thereof unto the Trustee, his successors,
substitutes and assigns, against all persons whomsoever lawfully claiming or to
claim the same or any part thereof, for and upon thee following uses, trusts,
terms and conditions, to-wit:
EXHIBIT D
<PAGE> 12
WHEREAS, Mortgagor and BARCLAYS BANK PLC ("Mortgagee"), an English
banking organization operating through its New York Branch, 222 Broadway, 10th
Floor, New York, New York County, New York 10038, are parties to that certain
Loan Agreement (as the same has been and may hereafter be amended, supplemented
and restated, the "Loan Agreement") dated as of October 1, 1990;
WHEREAS, Mortgagor has executed in favor of Mortgagee that certain
promissory note dated October 1, 1990, in the maximum principal amount of
TWENTY MILLION DOLLARS ($20,000,000.00), bearing interest at the rates therein
stated, principal and interest payable to the order of Mortgagee on the dates
stated therein and with a final scheduled maturity of June 1, 199 , which note,
together with all renewals, extensions, amendments, modifications and
replacements thereof and any other note that may be executed pursuant to the
Loan Agreement, is herein collectively called the "Note"; and
WHEREAS, this conveyance is made for the security and enforcement
of the payment of the Note and indebtedness which may arise under this Deed of
Trust or under the Loan Agreement, all of the foregoing being hereinafter
collectively referred to as the "indebtedness";
Now, should the indebtedness, both principal and interest, be
promptly paid as the same shall become due and payable and should Mortgagor
strictly comply with all the conditions, requirements and agreements herein
provided, then this conveyance shall become null and of no further force and
effect, and shall be released at the cost and expense of Mortgagor. But if
default is made in the punctual payment of the indebtedness, or any part
thereof, principal or interest, as the same shall become due and payable, or
should Mortgagor in any respect fail to promptly keep and perform any one or
more of the conditions, requirements or agreements herein provided to be kept
and performed by it, then, and in any such case, the whole amount of any
indebtedness remaining unpaid, shall, at the option of any holder or holders
thereof (or any part thereof) immediately mature and become payable; and
thereupon, or any time thereafter while the indebtedness or any part thereof
remains unpaid, it shall be the duty of the Trustee, on the request of any
holder or holders of the indebtedness or any part thereof (which request is
hereby presumed), to enforce this Trust; and after advertising the time, place
and terms of the sale for at least 21 days before the date of sale, by (a)
posting or causing to be posted written or printed notices thereof at the
courthouse door of each county wherein said real estate or any part thereof is
situated, and (b) filing or causing to be filed written or printed notices
thereof with the County Clerk of each county wherein said real estate or any
part thereof is situated, to sell the property hereby mortgaged, either as an
entirety or in parcels as the Trustee may elect (all rights to a marshalling of
assets or sale in inverse order of alienation being hereby waived) at a public
sale at auction at the courthouse of any county wherein the mortgaged
-2-
EXHIBIT D
<PAGE> 13
real property or some part or parcel thereof may be situated (whether the parts
or parcels thereof, if any, in different counties are contiguous or not) on the
first Tuesday in any month between the hours of 10:00 a.m. and 4:00 p.m., to
the highest bidder for cash, and make due conveyance to the purchaser or
purchasers with general warranty, and the title to such purchaser or
purchasers, when so made by the Trustee, Mortgagor binds itself and its
successors, assigns, trustees and receivers to warrant and forever defend. The
provisions hereof with respect to posting, filing and giving notices of sale
are intended to comply with the provisions of Section 51.002 of the Texas
Property Code as in force and effect on January 1, 1988, and in the event the
requirement for any notice under such Section 51.002 shall be eliminated or the
prescribed manner of giving same modified by future amendment to, or adoption
of any statute superseding such Section 51.002, the requirement for such
particular notice shall be deemed stricken from or modified in this Deed of
Trust in conformity with such amendment or superseding statute, effective as of
the effective date of same. The manner herein prescribed for serving or giving
any notice, other than that to be posted or caused to be posted by the Trustee,
shall not be deemed exclusive but such notice or notices may be given in any
other manner which may be permitted by applicable law. With the money arising
from such sale, the Trustee shall pay, first, all the expenses of advertising,
sale and conveyance, including a commission of five percent to himself, and
shall then pay to the holder or holders of the indebtedness the full amount of
principal and interest due and unpaid thereon, and the balance, if any, shall
be paid to Mortgagor, its successors, assigns, trustees and receivers; and said
sale shall forever be a perpetual bar against Mortgagor, its successors,
assigns, trustees and receivers and all other persons claiming by, through or
under any of them. It is expressly agreed that all recitals in the conveyance
to the purchaser shall be conclusive evidence of the truth of the matters
therein stated, and all prerequisites to the sale shall be presumed to have
been performed. No notice of such sale or sales other than herein provided need
be given to Mortgagor or any other person.
In case of the absence, death, inability, refusal or failure of
the Trustee herein named to act, or if Mortgagee shall desire, with or without
cause, to replace the Trustee herein named, a successor and substitute may be
named, constituted and appointed by Mortgagee, without other formality than an
appointment and designation in writing; and this conveyance shall vest in him,
as Trustee, the estate and title in all said premises, property and rights, and
he shall thereupon hold, possess and execute all the title, rights, powers and
duties herein conferred upon said Trustee named, and his conveyance to the
purchaser shall be equally valid and effective; and such right to appoint a
successor or substitute Trustee shall exist with respect to any successor and
substitute Trustee as well as the initial Trustee named herein. Mortgagee or
other holders of the indebtedness or any part thereof shall have equal right to
become purchaser at any Trustee's sale, being the
-3-
EXHIBIT D
<PAGE> 14
highest bidder. The right of sale hereunder shall be continuing and may be
exercised successively until all indebtedness secured hereby is paid or until
all the property included herein is sold.
If foreclosure should be commenced by the Trustee, Mortgagee may
at any time before the sale direct the Trustee to abandon the sale, and may at
any time or times thereafter direct the Trustee to again commence foreclosure,
or Mortgagee may institute suit for the collection of all or any part of the
indebtedness and foreclosure of the lien of this Deed of Trust. If Mortgagee
should institute suit for collection of said indebtedness and foreclosure of
the lien of this Deed of Trust, it may at any time before the entry of final
judgment dismiss the same, and require the Trustee to sell the property in
accordance with the provisions hereof.
Mortgagor hereby ASSIGNS and TRANSFERS to Mortgagee all rents,
revenues and income from the mortgaged property, including all rents now due or
which may hereafter become due under all leases thereof, whether written or
verbal, now existing or hereafter made, as additional security for the
indebtedness secured hereby, and Mortgagee is given a prior and continuing lien
thereon. Mortgagor hereby appoints Mortgagee as its attorney to collect said
rents, revenues and income with or without suit, and apply same, less expenses
of collection, to said indebtedness, in such manner as Mortgagee may elect;
provided that except for collection of rents more than one month in advance of
when they become due and for the modification or cancellation of any lease
(subject to the provisions of paragraph 6 of the Addendum) without the written
consent of Mortgagee, Mortgagor may exercise all acts of ownership and collect
all rents, revenues and income as if this instrument had not been executed
until a default occurs under the provisions of this instrument. Mortgagee does
not assume and shall not be liable in respect of any obligation of the lessor
under any of said leases, and no liability shall attach to Mortgagee for
failure or inability to collect any rents, revenues and incomes hereby
assigned. Mortgagor shall not collect any rents under any of said leases more
than one month in advance of the time when they become due and will not modify
or cancel any of said leases (subject to the provisions of paragraph 6 of the
Addendum) without the express prior written consent of Mortgagee.
Mortgagor covenants and agrees that so long as any of the
indebtedness remains unpaid they shall and will at their own cost and expense,
keep the property and premises herein described in good repair and condition,
and pay and discharge as they are or may become payable, and before they become
delinquent, any and all taxes and assessments that are or may become payable
thereon under any law, ordinance, or regulation, whether made by Federal,
State, Municipal or other lawful authority, and shall keep said property
insured against loss by fire, storm, gas explosion (if gas be used on said
premises) and other hazards and contingencies as may be required (both as to
amount and type of coverage) by Mortgagee, or other holder or holders of said
indebtedness, in a company or
-4-
EXHIBIT D
<PAGE> 15
companies approved by Mortgagee, or other holder or holders of said
indebtedness, to whom the loss, if any, shall be payable and by whom the
policies shall be kept and shall promptly pay all bills for labor and materials
incurred in connection with the mortgaged property and shall never permit to be
fixed against the mortgaged property any lien even though inferior to the lien
hereof. Due proof of payment before delinquency of all such taxes, assessments
and insurance premiums shall be furnished by Mortgagor to Mortgagee promptly
upon the making of such payments. And in case of default by Mortgagor in the
performance of any of the foregoing stipulations, and without waiving the right
to accelerate the maturity of the indebtedness secured hereby because of such
default, the same may be performed by Mortgagee, or any other holder or holders
of said indebtedness or any part thereof for the account and at the expense of
the Mortgagor and any and all expenses incurred and paid in so doing shall be
payable by Mortgagor to Mortgagee, or other holder or holders of the
indebtedness or any part thereof incurring such expense, on demand with
interest at the rate of ten percent per annum from the date when the same was
so incurred or paid, and shall stand secured by and under this Deed of Trust in
like manner with the other indebtedness herein mentioned, and the amount and
nature of such expenses and time when paid shall be held fully established by
the affidavit of the Mortgagee, or other holder or holders of said indebtedness
or any part thereof or of his or their agent, or by certificate of any Trustee
acting hereunder.
Should Mortgagor become insolvent or bankrupt; or should a
receiver of its property be appointed; or should Mortgagor intentionally damage
or attempt to remove any improvements upon said mortgaged real estate; or
should it be discovered after the execution and delivery of this Deed of Trust
that there is a defect in the title of or a lien or encumbrance of any nature
on said property prior to the lien hereof in favor of or for the benefit of any
person other than Mortgagee, or in case of an error or defect in the Loan
Agreement, the Note or this Deed of Trust or in the execution or the
acknowledgement thereof, or if a homestead claim be set up to said property or
any part thereof adverse to this Trust, and if Mortgagor shall fail for thirty
days after demand by Mortgagee, or other holder or holders of said
indebtedness, to correct such defects in the title or remove any such lien or
encumbrance of homestead claim, or to correct any error in said notes or this
Deed of Trust or its execution; then, upon any such default, failure or
contingency Mortgagee, or other holder or holders of said indebtedness, or any
part thereof shall have the option or right, without notice or demand, to
declare all or said indebtedness then remaining unpaid, immediately due and
payable and may immediately or at any time thereafter foreclose this Deed of
Trust by the power of sale herein contained or by suit, as such Mortgagee, or
other holder or holders of said indebtedness may elect.
-5-
EXHIBIT D
<PAGE> 16
It is expressly agreed that any indebtedness at any time secured
hereby may be extended, rearranged or renewed, and that any part of the
security herein described may be waived or released without in anywise
altering, varying or diminishing the force, effect or lien of this Deed of
Trust; and this Deed of Trust shall continue as a first lien on all said lands
and premises and other property and rights covered hereby and not expressly
released, until all sums with interest and charges hereby secured are fully
paid; and no other security now existing or hereafter taken to secure the
payment of said indebtedness or any part thereof shall in any manner be
impaired or affected by the executing of this Deed of Trust; and no security
subsequently taken by Mortgagee or other holder or holders of said indebtedness
shall in any manner impair or affect the security given by this Deed of Trust;
and all security for the payment of said indebtedness of any part thereof shall
be taken, considered and held as cumulative.
If any of the terms or provisions hereof or of any notes or other
evidence of the indebtedness secured hereby is susceptible of being construed
as binding or obligating Mortgagor or any other persons or concerns obligated,
either primarily or conditionally, for the payment of indebtedness secured
hereby, under any circumstances or contingencies whatsoever, to pay interest
in excess of that authorized by law, it is agreed that such terms or provisions
are a mistake in calculation or wording and, notwithstanding the same, it is
expressly agreed that neither Mortgagor nor any other person or concern
obligated in any manner on any such indebtedness shall ever be required or
obligated under the terms hereof, or under the terms of any such notes or other
evidence of the indebtedness or otherwise, to pay interest in excess of that
authorized by law.
Mortgagor agrees for itself and any and all persons or concerns
claiming by, through or under it, that, if they or any one or more of them
shall hold possession of the above-described property or any part thereof
subsequent to foreclosure hereunder, they, or the parties so holding
possession, shall become and be considered as tenants at will of the purchaser
or purchasers at such foreclosure sale; and any such tenant failing or refusing
to surrender possession upon demand shall be guilty of forcible detainer and
shall be liable to such purchaser or purchasers for reasonable rental on said
premises, and shall be subject to eviction and removal, forcible or otherwise,
with or without process of law, and all damages which may be sustained by any
such tenant as a result thereof being hereby expressly waived.
Mortgagor covenants and represents that the property hereinabove
mentioned and conveyed to the Trustee herein forms no part of any property
owned, used or claimed by it as a residence or a business homestead, or as
otherwise exempt from forced sale under the laws of the State of Texas.
-6-
EXHIBIT D
<PAGE> 17
Mortgagor will not at any time insist upon or plead or in any
manner whatever claim or take the benefit or advantage of any stay or extension
law now or at any time hereafter in force in any locality where the mortgaged
property or any part thereof may or shall be situated nor will it claim, take
or insist on any benefit or advantage from any law, now or hereafter in force,
providing for the valuation or appraisement of the mortgaged property or any
part thereof before any sale or sales thereof to be made pursuant to any
provision herein contained, or to the decree of any court of competent
jurisdiction, nor after any such sale or sales will they claim or exercise any
right conferred by any law now or at any time hereafter in force to redeem the
property so sold or any part thereof, and it hereby expressly waives all
benefit and advantage of any such law or laws, and waives the appraisement of
the mortgaged property or any part thereof, and it covenants that it will not
hinder, delay or impede the execution of any power herein granted and delegated
to the Trustee, but that it will suffer and permit the execution of every such
power as though no such law or laws had been made or enacted.
Without limiting any of the provisions of this Deed of Trust,
Mortgagor, as Debtor, and referred to in this paragraph as "Debtor", expressly
GRANTS unto Mortgagee as Secured Party (and in this paragraph called "Secured
Party"), a security interest in all the properties hereinabove described
(including both those now and those hereafter existing) to the full extent that
such properties may be subject to the Texas Uniform Commercial Code (the
"UCC"). The security interest granted hereby also covers and includes all
contract rights, general intangibles and accounts (excluding, of course, bank
deposits) with respect to said properties and all products and proceeds of said
properties (said properties, contract rights, products and proceeds being
hereinafter collectively referred to as the "Collateral" for the purposes of
this paragraph). Debtor covenants and agrees with Secured Party that:
(a) In addition to and cumulative of any other remedies granted
in this Deed of Trust to Secured Party or Trustee, Secured Party or Trustee
may, in event of default, proceed under the UCC as to all or any part of the
Collateral and shall have and may exercise with respect to the Collateral all
the rights, remedies and powers of a secured party under the UCC, including,
without limitation, the right and power to sell, at public or private sale or
sales, or otherwise dispose of, lease or use the Collateral and any part or
parts thereof in any manner authorized or permitted under the UCC after default
by a debtor, and to apply the proceeds thereof toward payment of any costs and
expenses and attorney's fees and legal expenses thereby incurred by Secured
Party, and toward payment of the indebtedness in such order or manner as
Secured Party may elect. Among the rights of Secured Party in the event of
default, and without limitation, Secured Party shall have the right to take
possession of the Collateral and to enter upon any premises where the same may
be situated for such purpose without being deemed guilty of trespass and
without liability for
-7-
EXHIBIT D
<PAGE> 18
damages thereby occasioned, and to take any action deemed necessary or
appropriate or desirable by Secured Party, at its option and in its discretion,
to repair, refurbish or otherwise prepare the Collateral for sale, lease or
other use or disposition as herein authorized. To the extent not prohibited by
law, Debtor expressly waives any notice of sale or other disposition of the
Collateral and any other rights or remedies of a debtor or formalities
prescribed by law relative to sale or disposition of the Collateral or exercise
of any other right or remedy of Secured Party existing after default hereunder;
and to the extent any such notice is required and cannot be waived, Debtor
agrees that if such notice is mailed, postage prepaid, to Debtor at the address
designated at the beginning of this Deed of Trust at least five days before the
time of the sale or disposition, such notice shall be deemed reasonable and
shall fully satisfy any requirement for giving of said notice.
(b) Secured Party is expressly granted the right, at its option,
to transfer at any time to itself or its nominee the Collateral, or any part
thereof, and to receive the monies, income, proceeds or benefits attributable
or accruing thereto and to hold the same as security for the indebtedness or to
apply it on the principal and interest or other amounts owing on any of the
indebtedness, whether or not then due, in such order or manner as Secured Party
may elect. All rights to marshalling of assets of Debtor, including any such
rights with respect to the Collateral, are hereby waived.
(c) All recitals in any instrument of assignment or any other
instrument executed by Secured Party incident to sale, transfer, assignment,
lease or other disposition or use of the Collateral or any part thereof
hereunder shall be full proof or the matters stated therein, and no other proof
shall be required to establish full legal propriety of the sale or other action
or of any fact, condition or thing incident thereto, and all prerequisites of
such sale or other action and of the fact, condition or thing incident thereto
shall be presumed conclusively to have been performed or to have occurred.
(d) Secured Party may require Debtor to assemble the Collateral
and make it available to Secured Party at a place to be designated by Secured
Party that is reasonably convenient to both parties. All expenses of retaking,
holding, preparing for sale, lease or other use or disposition, selling,
leasing or otherwise using or disposing of the Collateral and the like which
are incurred or paid by Secured Party as authorized or permitted hereunder,
including also all attorneys' fees, legal expenses and costs, shall be added to
the indebtedness secured by this Deed of Trust and Debtor shall be liable
therefor.
(e) Should Secured Party elect to exercise its rights under the
UCC as to part of the personal property or fixtures described herein, this
election shall not preclude Secured Party or Trustee from exercising the rights
and remedies granted by the preceding
-8-
EXHIBIT D
<PAGE> 19
paragraphs of this Deed of Trust as to the remaining property or fixtures.
(f) Secured Party may, at its election, at any time after
delivery of this Deed of Trust, sign one or more copies hereof in order that
such copies may be used as a financing statement under the UCC. Said signature
by Secured Party may be placed between the last sentence of this Deed of Trust
and Debtor's acknowledgment or may follow Debtor's acknowledgment. Secured
Party's signature need not be acknowledged and is not necessary to the
effectiveness hereof as a deed of trust, mortgage, assignment, pledge or
security agreement.
(g) So long as any amount remains unpaid on any indebtedness
described herein, Debtor will not execute and there will not be filed in any
public office any financing statement or statements affecting the Collateral
other than financing statements in favor of Secured Party hereunder, unless
express prior written specific consent and approval of Secured Party shall have
been first obtained.
(h) Secured Party is authorized to file in any jurisdiction where
Secured Party deems it necessary, a financing statement or statements, and at
the request of Secured Party, Debtor will join Secured Party in executing one
or more financing statements pursuant to the UCC in form satisfactory to
Secured Party, and will pay the cost of filing or recording this Deed of Trust
as a financing statement, in all public offices at any time and from time to
time whenever filing or recording of any financing statement or of this Deed of
Trust is deemed by Secured Party to be necessary or desirable.
Debtor further warrants and represents to Secured Party that,
except for the security interest granted hereby in the Collateral and other
security interests in the Collateral in favor of Secured Party, and except as
stated herein or in the Exhibit attached hereto, Debtor is the owner and holder
of the Collateral, free of any adverse claim, security interest or encumbrance,
and Debtor agrees to defend the Collateral against all claims and demands of
any person at any time claiming the same or any interest therein. Debtor
further warrants and represents that, except as stated herein or in the
Exhibits attached hereto, they have not heretofore signed any financing
statement, and no financing statement signed by Debtor is now on file in any
public office except those statements true and correct copies of which have
been delivered to Secured Party.
The lien of this Deed of Trust additionally secures any and all
indebtedness which may arise under the Loan Agreement, now existing or
hereafter arising, including, but not limited to, the Term Note which is
described in the Loan Agreement, in the event the Term Note is executed by
Mortgagor, and all of the foregoing shall also be deemed to constitute the
"indebtedness" referred to
-9-
EXHIBIT D
<PAGE> 20
in this Deed of Trust. Certain of the indebtedness secured hereby is a
revolving credit loan under which, within the amount, limits and during the
time period which are set forth in the Loan Agreement, it is contemplated that
the Mortgagor may borrow, repay and reborrow from time to time.
The Addendum which is attached hereto constitutes a part of this
Deed of Trust.
EXECUTED this __________________, 199__.
WEINGARTEN REALTY INVESTORS,
a Texas real estate investment trust
By: _________________________________
Name: _______________________________
Title: ______________________________
THE STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on ____________, 199__
by _______________________________________, ______________________________ of
Weingarten Realty Investors, a Texas real estate investment trust, on behalf
of said trust.
NOTARY STAMP BELOW: _____________________________
Notary Public in and for
the State of T E X A S
-10-
EXHIBIT D
<PAGE> 21
ADDENDUM TO DEED OF TRUST
The following provisions constitute an Addendum to a certain Deed
of Trust and Security Agreement, dated as of 199 (the "Deed of Trust"),
from Weingarten Realty Investors ("Mortgagor") to , as Trustee, for
the use and benefit of Barclays Bank PLC ("Mortgagee"):
(1) That notwithstanding other provisions of this Mortgage, all
insurance proceeds recovered by Mortgagee on account of damage or destruction
to the premises (and all proceeds of any condemnation award recovered by
Mortgagee for any building or equipment taken or damaged), less the reasonable
cost, if any, to Mortgagee of such recovery, shall, upon the written request of
Mortgagor, be applied by Mortgagee to the payment of the cost of repairing,
restoring or rebuilding the property so damaged or destroyed or taken
(hereinafter referred to as the "work") and shall be paid out from time to time
to Mortgagor as the work progresses, but subject to the following conditions:
(a) In the event the cost of the work, estimated by Mortgagor,
shall exceed $10,000, the work shall be in charge of an architect or engineer
(who may be an employee of Mortgagor) and before Mortgagor commences any work,
other than temporary work to protect property or prevent interference with
business, Mortgagee shall have approved the plans and specifications for the
work to be submitted by Mortgagor, which approval shall not be unreasonably
withheld or delayed, and shall be given or deemed given if such plans and
specifications satisfy the requirements of any lease which shall have been
assigned to Mortgagee as additional security for the Note.
(b) Each request for payment shall be made on seven days' prior
notice to Mortgagee and shall be accompanied by a certificate to be made by
such architect or engineer, if one be required under clause (a) of this
Article, otherwise by an executive or fiscal officer of Mortgagor, stating (i)
that all of the work completed has been done in compliance with the approved
plans and specifications, if any be required under said clause (a); (ii) that
the sum requested is justly required to reimburse Mortgagor for pavements by
Mortgagor to, or is justly due to, the contractor, subcontractor,
materialmen, laborers, engineers, architects or other persons rendering
services or materials for the work (giving a brief description of such services
and materials) and that when added to all sums previously paid out by Mortgagee
does not exceed the value of the work done to the date of such certificate, and
(iii) that the amount of such proceeds remaining in the hands of Mortgagee will
be sufficient on completion of the work to pay for the same in full (giving in
such reasonable detail as Mortgagee may require an estimate of the cost of such
completion).
EXHIBIT D
<PAGE> 22
(c) Each request shall be accompanied by waivers of lien
satisfactory to Mortgagee, in the exercise of reasonable judgment, covering
that part of the work for which payment or reimbursement is being requested and
by a search prepared by a title company or licensed abstractor or by other
evidence satisfactory to Mortgagee, in the exercise of reasonable judgment,
that there has not been filed with respect to the premises any mechanics' or
other lien or instrument for the retention of title in respect of any part or
the work nor discharged or bonded of record.
(d) There shall be no default on the part of Mortgagor under this
Deed of Trust or the Loan Agreement.
(e) The request for any payment after the work has been completed
shall be accompanied by a copy of any certificate or certificates required by
law to render occupancy of the premises legal.
Upon the completion of the work and payment in full therefor, or
upon any failure on the part of Mortgagor promptly to commence to continue the
work (except in the case of brief discontinuances of ten days or less, or
in case such commencement or continuance is prevented by fire, strike, act of
God, shortage of labor or material, or other condition beyond Mortgagor's
control) or at any time upon request by Mortgagor, Mortgagee will apply the
amount of any such proceeds then or thereafter in the hands of Mortgagee to the
payment of any indebtedness secured by this Deed of Trust (to be applied first
to accrued interest, then to the last installments, without prepayment charge
or penalty); provided that nothing herein contained shall prevent Mortgagee
from applying at any time the whole or any part of such proceeds to the curing
of any default under this Deed of Trust or the Loan Agreement (if such default
shall have remained uncured within such time, if any, after notice as is
provided in such other instrument).
(2) Mortgagor and any tenant or lessee under any lease, the
interest of the landlord or lessor under which has been collaterally assigned
to Mortgagee as additional security for the Note ("Assigned Lease") who has
such rights under such lessee's Assigned Lease, shall have the right, at its
own expense, to make such alterations, additions or changes in the improvements
on the mortgaged premises, both the interior and exterior (including without
limitation alterations and plumbing and electrical wiring), as it finds
convenient for its purposes, except that (a) such alterations, additions or
changes shall not structurally weaken the mortgaged buildings; (b) any exterior
alterations shall conform with the architecture of the mortgaged buildings;
(c) such alterations, additions or changes shall not diminish the value of the
mortgaged building; (d) all work will be done in a good and workmanlike manner,
and (e) such construction shall comply with all applicable building codes,
rules, regulations and ordinances and any provisions of any Assigned Lease or
restrictive covenants applicable to the premises affecting construction of such
alterations, additions and changes.
EXHIBIT D
<PAGE> 23
(3) This Deed of Trust is subordinate to those certain leases
(the "Assigned Leases") heretofore entered into between Mortgagor as landlord
or lessor, and certain parties as lessee or tenant, which leases cover portions
of the improvements situated on the land described herein and which leases are
assigned by this instrument to Mortgagee as additional security for the Note.
Notwithstanding any other provision herein, exercise by any lessee of any right
granted to such lessee under an Assigned Lease (including, without limiting the
generality of the foregoing, the right to make alterations or additions in such
lessee's premises) or performance by Mortgagor of any duty or obligation which
it may have as lessor under any Assigned Lease (including, without limiting the
generality of the foregoing, use of fire insurance proceeds or condemnation
proceeds for repair or restoration of any improvements leased under any
Assigned Lease, but not including the obligations, if any, to pay over to any
lessee any fire insurance proceeds or condemnation proceeds for the benefit of
the property or improvements of lessee) shall not be deemed to be a violation
of any provisions of this Mortgage, provided, of course, the provisions of
Paragraph 1 of this Addendum are complied with; and the provisions of this Deed
of Trust shall be deemed to permit exercise of any such right or performance of
any such obligation.
(4) In the event of a failure by Mortgagor in the due observance
or performance of any covenant contained in this Deed of Trust, other than a
failure in the payment of any installment of principal or interest on the Note,
the Note shall not be deemed to be due and payable by reason of such failure
and such failure shall not be deemed to constitute a default thereunder unless
such failure continue for a period of 15 days after the giving of written
notice of such failure by Mortgagee to Mortgagor.
(5) This Deed of Trust also specifically secures the performance
(other than by Mortgagee) of each and every covenant, agreement and undertaking
contained in the Loan Agreement and in those certain deeds of trust executed
pursuant to the Loan Agreement; and Mortgagor hereby expressly agrees that any
default (other than by Mortgagee) under the terms of the respective deeds of
trust securing the Note, including but not limited to any default in the
payment when due or any part of the indebtedness described therein, or any
default (other than by Mortgagee) in the performance or satisfaction of any
covenant, agreement, undertaking or obligation contained in the Loan Agreement
if same is not cured within such time, if any, after notice as is provided in
such other instrument shall, for all purposes, constitute a default under the
provisions of this Deed of Trust and shall authorize the Mortgagee or other
holder or holders of the indebtedness to proceed as is the case of default in
the payment when due of such indebtedness. The term "deed of trust" as used in
this Paragraph and in any other instrument securing the indebtedness hereby
secured shall be deemed to include a mortgage in any form.
(6) Notwithstanding anything contained herein to the contrary,
consent of Mortgagee shall not be required for Mortgagor to execute any new
leases, or amend any existing leases, or
EXHIBIT D
<PAGE> 24
terminate any leases, provided same is done in the ordinary course of
Mortgagor's business.
(7) Reference is hereby made to the Loan Agreement for all
purposes, including Mortgagor's right to prepay the indebtedness and obtain
partial release of the collateral.
(8) Notwithstanding anything contained herein to the
contrary, before any foreclosure sale pursuant to the terms and provisions of
this Deed of Trust, Mortgagee or any person chosen by it, at least 21 days
preceding the date of said sale, shall serve written notice of such proposed
sale by certified mail on each debtor obligated to pay the indebtedness and
obligations herein secured in accordance with the records of Mortgagee. Service
of such notice to each debtor shall be completed upon deposit of the notice,
enclosed in a postpaid wrapper, properly addressed to each debtor at the most
recent address as shown by the records of Mortgagee, at a post office or
official depository under the care and custody of the United States Postal
Service. The affidavit of any person having knowledge of the facts to the
effect that such service was completed shall be prima facie evidence of the
fact of service.
Notice of the sale shall comply with all requirements of Section
51.002 of the Texas Property Code (as amended from time to time) and all other
applicable provisions of law. To the extent required by Section 51.002 of the
Texas Property Code (as amended from time to time), notice of the sale must
include a statement of the earliest time at which the sale will occur. The sale
must begin at the time stated in the notice of sale or not later than three
hours after that time.
(9) With respect to the incurrence of certain liabilities
hereunder and the making of certain agreements by Mortgagor as herein stated,
such incurrence of liabilities and such agreements shall be binding upon
Mortgagor only as a trust formed under the Texas Real Estate Investment Trust
Act pursuant to that certain Restated Declaration of Trust dated March 23,
1988, and only upon the assets of Mortgagor. No Trust Manager or officer or
other holder of any beneficial interest in the Trust shall have any personal
liability for the payment of any indebtedness or other liabilities incurred by
Mortgagor hereunder or for the performance of any agreements made by Mortgagor
hereunder, nor for any other act, omission or obligation incurred by Mortgagor
or by the Trust Managers except, in the case of a Trust Manager, any liability
arising from such Trust Manager's own willful misfeasance or malfeasance or
negligence.
EXHIBIT D
<PAGE> 25
NOTICE PURSUANT TO SECTION 26.02
TEXAS BUSINESS AND COMMERCE CODE.
THE "LOAN DOCUMENTS" (AS SUCH TERM IS DEFINED IN THE LOAN AGREEMENT, INCLUDING
THIS DEED OF TRUST) REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
Signed for identification by the undersigned officer of Mortgagor:
WEINGARTEN REALTY INVESTORS
By: ________________________________
Name: ______________________________
Title: _____________________________
EXHIBIT D
<PAGE> 26
GUARANTY JOINDER
[Letterhead of new Subsidiary]
__________, 199__
Barclays Bank PLC
2425 West Loop South, Suite 1000
Houston, Texas 77027
Attention: Manager
Ladies and Gentlemen:
Weingarten Realty Investors (the "Borrower") and Barclays Bank PLC
executed and delivered that certain Loan Agreement (as amended, supplemented
and restated, the "Loan Agreement") dated as of October 1, 1990. Any term
defined in the Loan Agreement and used in this letter shall have the meaning
ascribed to it in the Loan Agreement.
The Borrower acquired an interest in the undersigned Corporation
(the "New Subsidiary") within the last 30 days. The New Subsidiary is directly
or indirectly wholly owned by the Borrower. For good and valuable
consideration, the receipt of which is hereby acknowledged, the New Subsidiary
hereby ratifies, adopts and joins in the Guaranty as if a signatory thereto and
agrees to be bound under the terms of the Guaranty. This letter is a Loan
Document.
Very truly yours,
_________________________,
a_____________________
By: _________________________
Name: _______________________
Title: ______________________
EXHIBIT I
<PAGE> 27
SUBSIDIARIES OF WEINGARTEN REALTY INVESTORS
<TABLE>
<S> <C>
1. Weingarten/Lubbock, Inc., a Texas corporation
2. Weingarten/Southgate, Inc. (formerly WRI/DeVargas, Inc.), a Texas corporation
3. Weingarten/Lufkin, Inc. (formerly WRI/Central Park North, Inc.), a Texas corporation
4. Weingarten/Tennessee, Inc., a Texas corporation
5. Weingarten/Arkansas, Inc., a Texas corporation
6. Weingarten/Jones Road Company, Inc., a Texas corporation
7. Weingarten/Maine, Inc., a Texas corporation
8. Weingarten/Oklahoma, Inc., a Texas corporation
9. WRI/Bay City, Inc., a Texas corporation
10. Weingarten Railspur, Inc., a Texas corporation
11. Amarillo Centers, Inc., a Texas corporation
12. Cypress/Westfield, Inc., a Texas corporation
13. Weingarten/Lufkin Theatre, Inc., a Texas corporation
14. Weingarten/New York, Inc., a Texas corporation
15. Weingarten/Village Arcade, Inc., a Texas corporation
16. WRI/Lathrop, Inc., a Texas corporation
17. WRI/Nederland, Inc., a Texas corporation
18. WRI/Puckett, Inc., a Texas corporation
19. WRI/SW Park II, Inc., a Texas corporation
20. Mesquite/Town East, Inc., a Texas corporation
21. Weingarten Realty Management Corporation, a Texas corporation
</TABLE>
APPENDIX II
<PAGE> 1
FIFTH RENEWAL AND EXTENSION AGREEMENT
THE STATE OF TEXAS
COUNTY OF MONTGOMERY
This FIFTH RENEWAL AND EXTENSION AGREEMENT (the "Fifth Renewal") is
executed this 9th day of March, 1994 (the "Execution Date"), but effective as
of December 1, 1993, by and between PLAZA CONSTRUCTION, INC. ("Maker"), a Texas
corporation, and WEINGARTEN REALTY INVESTORS ("Payee"), a Texas Real Estate
Investment Trust.
WITNESSETH:
WHEREAS, the Payee is the present legal owner and holder of that certain
Promissory Note (the "Original Note") dated November 29, 1982, in the original
principal sum of Twelve Million and No/100 Dollars ($12,000,000.00) executed by
River Pointe Venture I ("River Pointe"), a Texas joint venture, payable to the
order of Weingarten Realty, Inc. ("WRI"), a Texas corporation, payable as
therein provided, which Note is secured by (i) a Deed of Trust and Security
Agreement (the "Original Deed of Trust") dated November 29, 1982, executed by
River Pointe to Melvin A. Dow, Trustee, filed under Clerk's File No. 8254156
and under Film Code Reference No. 171-01-0638 in the Real Property Records of
Montgomery County, Texas, covering and affecting certain property situated in
Montgomery County, Texas, more particularly described therein (the "Property"),
and (ii) any and all other liens, security instruments, and documents executed
by River Pointe and/or Maker, securing or governing the payment of the Original
Note; and
WHEREAS, by that certain River Pointe Venture I-Assignment of Interest
and Dissolution, dated October 16, 1987, filed on October 19, 1987, under
Clerk's File No. 8747284, in the Real Property Records of Montgomery County,
Texas, River Pointe was dissolved and Maker assumed all of the debts and
obligations of River Pointe, and obtained ownership of all of the assets of
River Pointe, including, but not limited to, the Property; and
WHEREAS, WRI assigned and conveyed all of its property, both real and
personal, to Payee, as evidenced by that certain Master Deed and General
Conveyance, by and between WRI and Payee, a counterpart of which was filed
under Clerk's File No. 8815730 and under Film Code Reference No. 520-01-0704,
in the Real Property Records of Montgomery County, Texas; and
WHEREAS, by instrument entitled Renewal and Extension Agreement (the
"First Renewal") entered into as of November 1, 1989, executed by Maker and
Payee, the Original Note, Original Deed of Trust, and all other documents
evidencing, governing, or securing the payment of the Note were renewed and
extended; and
WHEREAS, by instrument entitled Second Renewal and Extension Agreement
(the "Second Renewal") dated March 12, 1991, but effective as of December 1,
1990, filed on March 21, 1991, under Clerk's File No. 9111519 and under Film
Code Reference No. ###-##-#### in the Official Public Records of Real Property
of Montgomery County, Texas, Maker and Payee further modified and extended the
Original Note, Original Deed of Trust, and all other documents evidencing,
governing or securing payment of the Original Note; and
- 1 -
<PAGE> 2
WHEREAS, by instrument entitled Third Renewal and Extension Agreement
(the "Third Renewal") dated February 28, 1992, but effective as of December 1,
1991, filed on May 14, 1992, under Clerk's File No. 9222962, and under Film
Code Reference No. ###-##-#### in the Official Public Records of Real Property
of Montgomery County, Texas, Maker and Payee further modified and extended the
Original Note, Original Deed of Trust, and all other documents evidencing,
governing or securing payment of the Original Note; and
WHEREAS, by instrument entitled Fourth Renewal and Extension Agreement
(the "Fourth Renewal") dated February 19, 1993, but effective as of December 1,
1992, Maker and Payee further modified and extended the Original Note, Original
Deed of Trust, and all other documents evidencing, governing or securing
payment of the Original Note. The Original Note and the Original Deed of Trust,
together with any and all other liens, security interests and documents
securing or governing payment of the Original Note, as modified by .the First
Renewal, Second Renewal, Third Renewal, and Fourth Renewal, are herein referred
to as the "Note" and "Security Instruments," respectively; and
WHEREAS, Maker and Payee now propose to modify the Note in certain
respects and to continue the lien and priority of the Security Instruments as
security for the payment of the Note, as set forth more particularly herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Maker and Payee hereby
agree as follows:
1. The Maker reaffirms its promise to pay to the order of the Payee, at
2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77008, the principal
balance due and owing on the Note, with accrued interest thereon, and the Note
is hereby amended and extended until December 1, 1994, at which time the unpaid
principal balance of the Note, together with all accrued interest, shall be due
and payable.
All liens securing the Note, including, but not limited to, the lien
created by the Original Deed of Trust are hereby renewed and extended to
December 1, 1994, and to the extent that the Original Deed of Trust is
inconsistent therewith it is hereby amended.
2. Maker hereby represents and warrants to Payee that (a) Maker is the
sole legal and beneficial owner of the Property; (b) Maker has the full power
and authority to make the agreements contained in this Fifth Renewal without
joinder and consent of any other party; and (c) the execution, delivery and
performance of this Fifth Renewal will not contravene or constitute an event
which itself or which with the passing of time or giving of notice or both
would constitute a default under any trust deed, deed of trust, loan agreement,
indenture or other agreement to which Maker is a party or by which Maker or any
of its property is bound. Maker hereby agrees to indemnify and hold harmless
Payee against any loss, claim, damage, liability or expense (including, without
limitation, attorneys' fees) incurred as a result of any representation or
warranty made by Maker in this Section 2 proving to be untrue in any material
respect.
3. To the extent that the Note is inconsistent with the terms of this
Fifth Renewal, the Note is hereby modified and amended. Except as modified,
renewed and extended by this Fifth Renewal, the Note and the Security
Instruments remain unchanged and continues unabated and in full force and
effect as the valid and binding obligation of the Maker.
- 2 -
<PAGE> 3
4. In conjunction with the extension, renewal and modification of the
Note and the Security Instruments, Maker hereby extends and renews the liens,
security interests, and assignments created and granted in the Security
Instruments until the indebtedness secured thereby, as so extended, renewed and
modified, has been fully paid, and agrees that such extension, renewal and
modification shall in no manner affect or impair the Note, the liens or
security interests securing same, and that said liens, security interests, and
assignments shall not in any manner be waived, the purpose of this Fifth
Renewal being simply to extend the time of payment of the loan evidenced by the
Note and any indebtedness secured by the Fifth Renewal and to carry forward all
liens and security interests securing the same, which are acknowledged by Maker
to be valid and subsisting.
5. Maker covenants and warrants that the Payee is not in default under
the Note, Security Instruments, or this Fifth Renewal (collectively referred to
as the "Loan Instruments") that there are no defenses, counterclaims or offsets
to such Loan Instruments; and that all of the provisions of the Loan
Instruments, as amended hereby, are in full force and effect.
6. Maker agrees to pay all costs incurred in connection with the
execution and consummation of this Fifth Renewal, including but not limited to,
all recording costs, the premium for an endorsement to the Mortgagee Policy of
Title Insurance insuring the validity and priority of the Original Deed of
Trust in form satisfactory to Payee, and the reasonable fees and expenses of
Payee's counsel.
7. If any covenant, condition, or provision herein contained is held to
be invalid by final judgment of any court of competent jurisdiction, the
invalidity of such covenant, condition, or provision shall not in any way
affect any other covenant, condition, or provision herein contained.
8. Payee is an unincorporated trust organized under the Texas Real
Estate Investment Trust Act. Neither the shareholders of Payee, nor its Trust
Managers, officers, employees, or other agents shall be personally,
corporately, or individually liable, in any manner whatsoever, for any debt,
act, omission, or obligation of Payee, and all persons having claims of any
kind whatsoever against Payee shall look solely to the property of Payee for
the enforcement of their rights (whether monetary or nonmonetary) against
Payee.
EXECUTED the day and year first above written, but effective for all
purposes as of December 1, 1993.
WEINGARTEN REALTY INVESTORS, a
Texas Real Estate Investment Trust
By: /s/ BILL ROBERTSON, JR.
---------------------------
Name: Bill Robertson, Jr.
Title: Executive Vice President
"Payee"
-3-
<PAGE> 4
PLAZA CONSTRUCTION, INC.,
a Texas corporation
By: /s/ MARTIN DEBROVNER
----------------------
Name: Martin Debrovner
Title: Vice President
"Maker"
THE STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on this 9th day of March,
1994, by Bill Robertson, Jr, Executive Vice President of WEINGARTEN REALTY
INVESTORS, a Texas Real Estate Investment Trust, on behalf of said Trust.
{Seal} /s/ BARBARA KENNEDY
---------------------
Notary Public, State of Texas
THE STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on this 9th day of March,
1994, by Martin Debravner, Vice President of PLAZA CONSTRUCTION, INC., a Texas
corporation, on behalf of said corporation.
{Seal} /s/ BARBARA KENNEDY
---------------------
Notary Public, State of Texas
Record and return to:
Scott J. Thomas
Dow, Cogburn & Friedman, P.C.
9 Greenway Plaza
Suite 2300
Houston, Texas 77046
-4-
<PAGE> 1
EXHIBIT 11.1
WEINGARTEN REALTY INVESTORS
COMPUTATION OF NET INCOME PER COMMON AND
COMMON EQUIVALENT SHARE
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
SIMPLE EARNINGS PER SHARE:
Weighted Average Common Shares Outstanding.................. 24,211 17,503 16,580
------- ------- -------
------- ------- -------
Simple Earnings Per Share................................ $ 1.50 $ 1.15 $ 1.08
------- ------- -------
------- ------- -------
PRIMARY EARNINGS PER SHARE (NOTE A):
Weighted Average Common Shares Outstanding.................. 24,211 17,503 16,580
Shares Issuable from Assumed Conversion of Common Share
Options Granted and Outstanding.......................... 77 50 59
------- ------- -------
Weighted Average Common Shares Outstanding, as
Adjusted............................................... 24,288 17,553 16,639
------- ------- -------
------- ------- -------
Primary Earnings Per Share.......................... $ 1.49 $ 1.14 $ 1.08
------- ------- -------
------- ------- -------
FULLY DILUTED EARNINGS PER SHARE (NOTE B):
Weighted Average Common Shares Outstanding.................. 24,211 17,503 16,580
Shares Issuable from Assumed Conversion of:
Common Share Options Granted and Outstanding............. 77 73 59
Convertible Debentures................................... 1,153 3,961 4,063
------- ------- -------
Weighted Average Common Shares Outstanding, as Adjusted..... 25,441 21,537 20,702
------- ------- -------
------- ------- -------
Fully Diluted Earnings Per Share.................... $ 1.55 $ 1.40 $ 1.37
------- ------- -------
------- ------- -------
EARNINGS FOR SIMPLE, PRIMARY AND
FULLY DILUTED COMPUTATION:
Earnings (Simple and Primary Earnings Per Share
Computation)............................................. $36,249 $20,081 $17,958
Interest on Convertible Debentures.......................... 3,120 10,131 10,391
------- ------- -------
Earnings (Fully Diluted Earnings Per Share Computation)..... $39,369 $30,212 $28,349
------- ------- -------
------- ------- -------
</TABLE>
- ---------------
Note A: This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
Note B: This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although it is contrary to paragraph 40 of APB Opinion No. 15
because it produces an anti-dilutive result.
<PAGE> 1
EXHIBIT 21.1
WEINGARTEN REALTY INVESTORS
LIST OF SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
STATE
OF
SUBSIDIARY INCORPORATION
- --------------------------------------------------------------------------------- -------
<S> <C>
Weingarten Realty Management Company............................................. Texas
Weingarten/Jones Road Company, Inc............................................... Texas
Weingarten/Lubbock, Inc.......................................................... Texas
Weingarten/Arkansas, Inc......................................................... Texas
Weingarten/Maine, Inc............................................................ Texas
Weingarten/Tennessee, Inc........................................................ Texas
Weingarten/Oklahoma, Inc......................................................... Texas
Weingarten/Railspur, Inc......................................................... Texas
WRI/Bay City, Inc................................................................ Texas
Weingarten/Southgate, Inc........................................................ Texas
Weingarten/Village Arcade, Inc................................................... Texas
Weingarten/Lufkin, Inc........................................................... Texas
Weingarten/Lufkin Theatre, Inc................................................... Texas
WRI/Lathrop, Inc................................................................. Texas
Amarillo Centers, Inc............................................................ Texas
Cypress Westfield, Inc........................................................... Texas
Weingarten/New York, Inc......................................................... Texas
WRI/Puckett, Inc................................................................. Texas
WRI/Nederland, Inc............................................................... Texas
WRI/SW Park, Inc................................................................. Texas
Mesquite/Town East, Inc.......................................................... Texas
WRI/Mini-Storage, Inc............................................................ Texas
WTSC, Inc........................................................................ Texas
WRI/Post Oak, Inc................................................................ Texas
Weingarten/Arizona, Inc.......................................................... Texas
WRI/Bell, Inc.................................................................... Texas
Weingarten Properties Trust...................................................... N/A
Main/O.S.T., Ltd................................................................. N/A
Phelan Boulevard Venture......................................................... N/A
Northwest Hollister Venture...................................................... N/A
East Town, Lake Charles Co. ..................................................... N/A
Alabama-Shepherd Shopping Center................................................. N/A
Southridge Plaza Joint Venture................................................... N/A
Sheldon Center, Ltd. ............................................................ N/A
Yale/20 Venture.................................................................. N/A
Jacinto City, Ltd. .............................................................. N/A
Rosenberg, Ltd. ................................................................. N/A
Eastex Venture................................................................... N/A
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Weingarten Realty Investors:
We hereby consent to the incorporation by reference in Registration
Statements No. 33-20964,
No. 33-24364, 33-41603, 33-52473 and 33-54404 on Form S-8 and in Post-Effective
Amendment No. 1 to Registration Statement No. 33-25581 on Form S-8 of our report
dated February 24, 1994 appearing in this Annual Report on Form 10-K of
Weingarten Realty Investors for the year ended December 31, 1993.
DELOITTE & TOUCHE
Houston, Texas
March 22, 1994
