<PAGE>
As filed with the Securities and Exchange Commission on May 19, 1995.
Registration Statement No. 33-58859
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
Amendment No. 1 to
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________
WEINGARTEN REALTY INVESTORS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
____________
TEXAS 74-1464203
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION IDENTIFICATION NO.)
OR ORGANIZATION)
2600 CITADEL PLAZA DRIVE
HOUSTON, TEXAS 77008
(713) 866-6000
(ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
____________
STANFORD ALEXANDER
WEINGARTEN REALTY INVESTORS
2600 CITADEL PLAZA DRIVE
HOUSTON, TEXAS 77008
(713) 868-6000
(NAME, ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
____________
COPIES TO:
ROBERT V. JEWELL
ANDREWS & KURTH L.L.P.
4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002
(713) 220-4200
____________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective and from time to
time.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /x/
If the Registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. /x/
____________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
WEINGARTEN REALTY INVESTORS
CROSS-REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATION S-K
SHOWING THE LOCATION IN THE PROSPECTUS OF THE
INFORMATION REQUIRED BY PART I OF FORM S-2
<TABLE>
<CAPTION>
ITEM NO. FORM S-2 LOCATION OR HEADING IN PROSPECTUS
<S> <C> <C>
1. Forepart of the Registration Statement Facing Page; Cross-Reference Sheet;
and Outside Front Cover Page of Outside Front Cover Page of Prospectus
Prospectus
2. Inside Front and Outside Back Cover Pages Available Information; Inside Front Cover Page of
of Prospectus Prospectus; Table of Contents
3. Summary Information, Risk Factors and The Company
Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Plan of Distribution
6. Dilution Not Applicable
7. Selling Security Holders Selling Shareholder
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Description of Shares
Registered
10. Interests of Named Experts and Counsel Not Applicable
11. Information with Respect to the Outside Front Cover Page of Prospectus
Registrant
12. Incorporation of Certain Information by Incorporation of Certain Documents by Reference
Reference
13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act
Liabilities
</TABLE>
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+ REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+ SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR +
+ MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+ BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+ THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+ SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+ UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS +
+ OF ANY SUCH STATE. +
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED May 19, 1995
PROSPECTUS
162,500
WEINGARTEN REALTY INVESTORS
COMMON SHARES OF BENEFICIAL INTEREST
THIS PROSPECTUS RELATES TO THE SALE BY ROTHSCHILD PROPERTY INVESTORS
L.P. ("ROTHSCHILD") OF UP TO 162,500 COMMON SHARES OF BENEFICIAL INTEREST, PAR
VALUE $0.03 PER SHARE (THE "OFFERED SHARES"), OF WEINGARTEN REALTY INVESTORS
(THE "COMPANY"). THE COMPANY WILL RECEIVE NO PART OF THE PROCEEDS OF THE OFFERED
SHARES BUT WILL INCUR CERTAIN EXPENSES IN CONNECTION WITH THE OFFERING. SEE
"SELLING SHAREHOLDER." THE LAST REPORTED SALES PRICE OF THE COMPANY'S COMMON
SHARES (THE "SHARES") ON MAY 17, 1995 ON THE NEW YORK STOCK EXCHANGE (THE
"NYSE") WAS $36.625 PER SHARE.
THE SHARES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY
DESIGNED TO PRESERVE THE COMPANY'S STATUS
AS A REAL ESTATE INVESTMENT TRUST.
SEE "DESCRIPTION OF SHARES."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED
ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
Rothschild (or its donees or pledgees) may from time to time sell all or a
portion of the Offered Shares in transactions on the NYSE, in negotiated
transactions or otherwise, at prices then prevailing or related to the then
current market price or at negotiated prices. The Offered Shares may be sold
directly or through agents or broker-dealers acting as principal or agent, or in
block trades or pursuant to a distribution by one or more underwriters on a firm
commitment or best efforts basis. For a more complete description of these
arrangements, see "Plan of Distribution."
THE OFFERED SHARES HAVE NOT BEEN REGISTERED FOR SALE BY ROTHSCHILD UNDER THE
SECURITIES LAWS OF ANY STATE AS OF THE DATE OF THIS PROSPECTUS. BROKERS OR
DEALERS EFFECTING TRANSACTIONS IN THE OFFERED SHARES SHOULD CONFIRM THE
REGISTRATION THEREOF UNDER THE SECURITIES LAWS OF THE STATES IN WHICH SUCH
TRANSACTIONS OCCUR, OR THE EXISTENCE OF ANY EXEMPTION FROM REGISTRATION.
THIS PROSPECTUS MUST BE ACCOMPANIED BY THE COMPANY'S
ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR ENDED
DECEMBER 31, 1994
THE DATE OF THIS PROSPECTUS IS MAY , 1995.
<PAGE>
AVAILABLE INFORMATION
Weingarten Realty Investors (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and in accordance therewith files periodic and current reports
and other information with the Securities and Exchange Commission (the
"Commission"). Information concerning Trust Managers and officers, their
remuneration and any material interest of such persons in transactions with the
Company, as of particular dates, is disclosed in proxy statements distributed to
shareholders of the Company and filed with the Commission. Copies of such
material can be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such reports, proxy statements and other information can also be
inspected and copied at the public reference facilities maintained by the
Commission at the Commission's Regional Offices located at 500 West Madison
Street (Suite 1400), Chicago, Illinois 60661 and at 7 World Trade Center, New
York, New York 10048 and at the offices of the New York Stock Exchange, Inc. 20
Broad Street, New York, New York 10005, on which exchange the Common Shares of
Beneficial Interest, $0.03 par value, of the Company (the "Shares") are listed.
The Company furnishes to its securities holders annual reports containing
audited financial statements and interim reports containing unaudited financial
statements.
The Company has filed with the Commission a registration statement on Form
S-2 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"1993 Act"). This Prospectus does not contain all of the information set forth
in the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No. 1-
9876) are incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1994.
(b) Quarterly Report on Form 10-Q for the three months ended March 31,
1995.
(c) 1994 Annual Report to Shareholders; provided, however, that
the letter to Company shareholders appearing on pages 2-9 of such
Annual Report shall not be deemed incorporated by reference in this
Prospectus or in any Company filing under the 1933 Act or the 1934
Act, except to the extent the Company specifically incorporates such
letter by reference, and shall not otherwise be deemed filed under
such acts.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior
to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of the filing
of such documents. Any statement contained in a document incorporated by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed incorporated document or in an accompanying prospectus
supplement modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
UPON WRITTEN OR ORAL REQUEST OF ANY PERSON TO WHOM A PROSPECTUS IS DELIVERED,
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF THE DOCUMENTS WHICH HAVE
BEEN INCORPORATED BY REFERENCE IN THIS PROSPECTUS. REQUESTS FOR SUCH DOCUMENTS
SHOULD BE DIRECTED TO M. CANDACE DUFOUR, VICE PRESIDENT AND SECRETARY,
WEINGARTEN REALTY INVESTORS, 2600 CITADEL PLAZA DRIVE, HOUSTON, TEXAS 77008,
TELEPHONE (713) 866-6000.
-2-
<PAGE>
THE COMPANY
The Company has owned and developed shopping centers and other commercial
real estate since its organization in 1948. The Company's investment focus has
been and continues to be on shopping centers. As of March 3, 1995, Trust
Managers and executive officers of the Company controlled 4,184,082 Shares or
approximately 15.9% of the outstanding Shares.
Initially, the Company grew primarily through development of properties,
with 91 of the 161 operating properties having been developed by the Company.
With respect to these projects, the Company acquired the raw land, constructed
buildings and leased the store spaces. The Company generally develops new
projects only when it has leases in place with financially strong and viable
anchor retailers. More recently, the Company has expanded its property base
primarily through acquisitions of properties previously developed by other
parties which satisfy investment criteria similar to those applicable to new
developments. Management believes that the majority of the Company's growth in
the immediate future will continue to result from acquisitions, due to the
continuing over-supply of developed real estate projects, the current lack of
capital for most of the Company's competitors to finance new investments and the
prevailing market discount from reproduction costs for new projects. As part of
its acquisition strategy, the Company seeks under-managed properties in good
locations, the value of which can be enhanced through remerchandising and
renovating. Geographically, the Company considers expansion in areas where it
currently has a presence or where it can acquire within a reasonable time frame
a sufficient number of properties that meet its investment criteria.
An equally important part of the Company's strategy has been to improve the
cash flow and value of its existing portfolio through: (i) maximizing rental
revenues, occupancy and retail sales, (ii) operating the properties in the most
cost effective manner and (iii) renovating and remerchandising the tenant mix
with respect to selected properties.
Management believes that its overall debt structure is conservative. Based
upon the approximately $1 billion market value of the Company's equity at
December 31, 1994, the Company's debt represented less than 18.6% of its total
market capitalization. The Company's ratio of funds from operations before
interest expense to fixed charges for the year ended December 31, 1994 was
approximately 6.10 to 1.0.
The Company conducts its operations in order to qualify as a REIT under the
Internal Revenue Code of 1986, as amended (the "Code"). The Company's principal
executive offices are located at 2600 Citadel Plaza Drive, Houston, Texas
77008, and its telephone number is (713) 866-6000. As used herein, the term
"Company" refers to Weingarten Realty Investors and its predecessors unless the
context otherwise specifically requires.
USE OF PROCEEDS
The Company will not receive any of the proceeds from sales of the Offered
Shares by Rothschild. The expenses of the registration of the Offered Shares are
to be paid by the Company.
RECENT DEVELOPMENTS
The sale of the Offered Shares registered pursuant to the Registration
Statement of which this Prospectus forms a part have been issued to Rothschild
Property Investors L.P. ("Rothschild"), in accordance with the terms of a
Purchase and Sale Agreement, dated as of March 28, 1995 and amended as of May
17, 1995 (as amended, the "Agreement") between the Company and Rothschild. The
Agreement provides that the Company will acquire a parcel of land, together with
all buildings, structures and improvements situated thereon, located in
Albuquerque, New Mexico, and known as the Valle del Sol Shopping Center, in
exchange for the Offered Shares. The Agreement further provides that the
expenses of the registration of the Offered Shares are to be paid by the
Company.
In connection with the issuance of the Offered Shares, the Company has
granted to Rothschild, and certain of its affiliates which may receive such
Offered Shares, the right to require the Company
-3-
<PAGE>
to repurchase any of the Offered Shares owned by Rothschild on the one-year
anniversary of the Closing Date, as defined in the Agreement. Not earlier than
the one-year anniversary, and not later than 10 days after such anniversary,
Rothschild shall state the number of Offered Shares which it demands that the
Company repurchase. If so requested, the Company will be obligated to repurchase
such Offered Shares at a per share price of $39.06. The repurchase obligation
terminates upon transfer of the Offered Shares, subject to certain limited
exceptions.
SELLING SHAREHOLDER
This Prospectus relates to the sale by Rothschild from time to time of the
Offered Shares.
The following table provides certain information with respect to Rothschild
and the number of Shares owned, offered and to be owned after the offering by
Rothschild.
<TABLE>
<CAPTION>
Maximum Number Percentage
Number of number of of Shares of Class
Shares owned Shares to be to be owned to be owned
before the sold in the after the after the
Selling Shareholder Offering Offering(1) Offering(1) Offering(1)
------------------- ------------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Rothschild Property 162,500 162,500 -0- -0-
Investors, L.P.
- ----------------
(1) There is no assurance that Rothschild will sell any or all of the Offered Shares.
</TABLE>
The Company will pay certain expenses incurred in connection with the
registration under the Securities Act of the Offered Shares including, without
limitation, registration and filing fees, fees with respect to filings with the
National Association of Securities Dealers, Inc., if any, fees and expenses of
compliance with securities or blue sky laws, printing expenses, fees and
disbursements of counsel for the Company and all independent certified public
accountants, fees and expenses of other persons retained by the registrant and
fees and expenses incurred in connection with listing the Offered Shares;
however, such expenses shall not include commissions and discounts of
underwriters, dealers or agents, if any, expenses of legal counsel of Rothschild
and any stock transfer and other taxes applicable to the Offered Shares.
DESCRIPTION OF SHARES
GENERAL
The Shares are issued pursuant to the Declaration of Trust. The Shares are
equal with respect to distribution and liquidation rights, are not convertible,
have no preemptive rights to subscribe for additional Shares, are nonassessable
(except as described under "Shareholder Liability" below) and are transferable
in the same manner as shares of a corporation. Each shareholder is entitled to
one vote in person or by proxy for each Share registered in his name and has
the right to vote on the election or removal of Trust Managers, amendments to
the Declaration of Trust, proposals to terminate, reorganize, merge or
consolidate the Company or to sell or dispose of substantially all of the
Company's property and with respect to certain business combinations. The
Company will have perpetual existence unless and until dissolved and terminated.
Except with respect to the foregoing matters, no action taken by the
shareholders at any meeting shall in any way bind the Trust Managers. The Shares
offered by the Company will be, when issued, fully paid and nonassessable
(except as described under "Shareholder Liability" below).
Several provisions in the Declaration of Trust may have the effect of
deterring a take-over of the Company. These provisions restrict ownership of
the Company's outstanding equity securities by a single person to not more than
9.8% of such securities to assist in protecting and preserving the qualification
of the Company as a REIT under the Code and include a "fair price" provision
that would deter a "two-stage" take-over transaction by requiring an 80% vote of
outstanding securities entitled
-4-
<PAGE>
to vote thereon for certain defined "business combinations" with shareholders
owning more than 50% of the equity securities considered for such purposes if
the transaction is neither approved by the Board of Trust Managers nor meets
certain price and procedural conditions.
REIT QUALIFICATION
The Company operates in a manner intended to qualify it for treatment as a
REIT under Sections 856 through 860 of the Code. In general, a REIT that
distributes to its shareholders at least 95% of its taxable income (other than
net capital gain) for a taxable year and that meets certain other conditions
will not be taxed on income (including net capital gain) distributed for that
year. If the Company fails to qualify as a REIT in any taxable year, it will be
taxed as a corporation for that year, and distributions to its shareholders will
not be deductible by the Company in computing its taxable income. Under certain
circumstances, the Company also will be disqualified from being treated as a
REIT for the ensuing four taxable years. Failure to qualify as a REIT could
result in the Company incurring indebtedness and perhaps liquidating investments
in order to pay its taxes.
Among the requirements which must be met in order for the Company to qualify
as a REIT is that no more than 50% in value of the outstanding capital shares,
including in some circumstances capital shares into which outstanding securities
might be converted, may be owned actually or constructively by five or fewer
individuals or certain other entities at any time during the last half of the
Company's taxable year. To assist the Company in meeting this requirement, the
Declaration of Trust limits persons to ownership of not more than 9.8% of the
outstanding equity securities of the Company, including Shares. Convertible
securities (whether in registered or bearer form) are treated as if such
securities had been converted in calculating the ownership limit. The
Declaration of Trust provides that any attempted transfers of Shares that would
cause a person to exceed the limit shall be null and void. However, because the
Code imposes broad attribution rules in determining constructive ownership, no
assurances can be given that the restrictions of the Declaration of Trust will
be effective in maintaining the Company's REIT status. Further, owners of more
than 6.5% of the Shares as of January 19, 1988 (currently only Stanford
Alexander, who at December 31, 1994 beneficially owned approximately 7.7% of the
outstanding Shares) are exempted from the limit. Without shareholder approval,
the Company may issue an unlimited number of securities, warrants, rights or
other options to purchase Shares and other securities convertible into Shares.
SHAREHOLDER LIABILITY
The Declaration of Trust provides that no shareholder shall be personally
liable for the acts and obligations of the Company and that the funds and
property of the Company shall be solely liable for such acts or obligations.
The Declaration of Trust provides that, to the extent practicable, each written
instrument creating an obligation of the Company shall contain a provision to
that effect. By statute, the State of Texas provides limited liability for
shareholders of a REIT organized under the REIT Act. However, certain
jurisdictions may not recognize the limited liability provided to shareholders
under the REIT Act and, therefore, a shareholder may be held personally liable
to the extent that such claims are not satisfied by the Company. Because of the
uncertainty that may exist in the laws of certain states in which the Company
owns property or conducts business, wholly-owned subsidiary corporations are
utilized to own properties in such states. The Bylaws of the Company provide
for indemnification of shareholders by the Company for any liabilities incurred
in such capacity. The Company carries public liability insurance that the Trust
Managers consider adequate. Thus, any risk of personal liability to
shareholders is limited to situations in which the Company's assets plus its
insurance coverage would be insufficient to satisfy the claims against the
Company and its shareholders. The Company believes that its operations have
been conducted and will continue to be conducted in such a way so as to avoid,
as far as possible, ultimate liability of the shareholders for liabilities of
the Company.
REGISTRAR AND TRANSFER AGENT
The Registrar and Transfer Agent for the Shares is KeyCorp
Shareholder Services, Inc. The Shares are listed on the New York Stock
Exchange (Symbol: WRI).
-5-
<PAGE>
PLAN OF DISTRIBUTION
Rothschild (or its donees or pledgees) may from time to time sell all or a
portion of the Offered Shares on the NYSE or in negotiated transactions or
otherwise, at prices then prevailing or related to the then current market price
or at negotiated prices. The offering price of the Offered Shares from time to
time will be determined by Rothschild (or its donees or pledgees) and, at the
time of such determination, may be higher or lower than the market price of the
Company's Shares on the NYSE. The Offered Shares may be sold directly or through
broker-dealers acting as principal or agent, or pursuant to a distribution by
one or more underwriters on a firm commitment or best efforts basis. The methods
by which the Offered Shares may be sold include (a) a block trade in which the
broker-dealer so engaged will attempt to sell the Offered Shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(d) an exchange distribution in accordance with the rules of the NYSE; and (e)
privately negotiated transactions. Rothschild (or its donees or pledgees) and
any broker-dealers participating in the distribution of the Offered Shares may
be deemed to be "underwriters" within the meaning of the Securities Act, and any
profit on the sale of the Offered Shares by Rothschild (or its donees or
pledgees) and any commissions received by any such broker-dealers may be deemed
to be underwriting commissions under the Securities Act.
In order to comply with the securities laws of certain states, if
applicable, the Offered Shares will be sold in such jurisdictions only through
registered or licensed brokers. In addition, in certain states the Offered
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from applicable registration or
qualification requirements is available and complied with.
There is no assurance that Rothschild will sell any or all of the Offered
Shares.
The Company will pay certain expenses incident to the offering and sale of
the Offered Shares to the public, not to include commissions and discounts of
underwriters, dealers or agents, if any, expenses of legal counsel of Rothschild
and any stock transfer and other taxes applicable to the Offered Shares.
LEGAL OPINIONS
Certain matters with respect to the legality of the securities offered
hereby will be passed upon for the Company by Andrews & Kurth L.L.P., Houston,
Texas.
EXPERTS
The consolidated financial statements and related financial statement
schedules incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K and Annual Report to Shareholders for the year ended
December 31, 1994 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports which are incorporated herein by reference,
and have been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
-6-
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING, OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SHARES TO ANY PERSON IN ANY JURISDICTION TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR THE MAKING OF ANY SALES HEREUNDER
SHALL IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SUBSEQUENT TO THE DATE HEREOF.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
PAGE
----
Available Information 2
Incorporation of Certain
Documents by Reference 2
The Company 3
Use of Proceeds 3
Recent Developments 3
Selling Shareholder 4
Description of Shares 4
Plan of Distribution 6
Legal Opinions 6
Experts 6
</TABLE>
162,500
WEINGARTEN REALTY
INVESTORS
COMMON SHARES OF BENEFICIAL INTEREST
----------------------------------------
PROSPECTUS
----------------------------------------
, 1995
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC Registration fee................................ $ 1,948
NASD fee............................................ 0
Accounting fees and expenses........................ 2,000
Legal fees and expenses............................. 10,000
Printing and engraving.............................. 0
Blue Sky fees and expenses (including legal fees)... 0
Miscellaneous....................................... 1,052
-------
Total....................................... $15,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF TRUST MANAGERS AND OFFICERS.
Subsection (B) of Section 9.1 of the Texas Real Estate Investment Act (the
"Act") empowers a real estate investment trust to indemnify any person who was,
is, or is threatened to be made a named defendant or respondent in any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative or any inquiry or
investigation that can lead to such an action, suit or proceeding because the
person is or was a Trust Manager, officer, employee or agent of the real estate
investment trust or is or was serving at the request of the real estate
investment trust as a Trust Manager, director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another real
estate investment trust, corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise against
expenses (including court costs and attorney fees), judgments, penalties, fines
and settlements if he conducted himself in good faith and reasonably believed
his conduct was in or not opposed to the best interests of the real estate
investment trust and, in the case of any criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful.
The Act further provides that a person may not be indemnified in respect of
a proceeding in which the person is found liable on the basis that personal
benefit was improperly received by him or in which the person is found liable to
the real estate investment trust. Indemnification pursuant to Subsection (B) of
Section 9.1 of the Act is limited to reasonable expenses actually incurred and
may not be made in respect of any proceeding in which the person has been found
liable for willful or intentional misconduct in the performance of his duty to
the real estate investment trust.
Section 15 of the Act provides that a Trust Manager shall not be liable for
any claims or damages that may result from his acts in the discharge of any duty
imposed or power conferred upon him by the real estate investment trust, if, in
the exercise of ordinary care, he acted in good faith and in reliance upon the
written opinion of an attorney for the real estate investment trust. In
addition, no Trust Manager shall be liable to the real estate investment trust
for any act, omission, loss, damage, or expense arising from the performance of
his duty under a real estate investment trust, save only for his own willful
misfeasance or malfeasance or negligence.
Article Sixteen of the Declaration of Trust provides that the Company shall
indemnify officers and Trust Managers, as set forth below:
(a) The Company shall indemnify, to the extent provided in the Company's
Bylaws, every person who is or was a Trust Manager or officer of the Company
or its corporate predecessor and any person who is or was serving at the
request of the Company or its corporate predecessor as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan or other
enterprise with respect to all costs and expenses incurred by such person as
a result of such person being made or threatened to be made a defendant or
respondent in a proceeding by reason of his holding or having held a
position named above in this paragraph.
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<PAGE>
(b) If the indemnification provided in paragraph (a) is either (i)
insufficient to cover all costs and expenses incurred by any person named in
such paragraph as a result of such person being made or threatened to be
made a defendant or respondent in a proceeding by reason of his holding or
having held a position named in such paragraph or (ii) not permitted by
Texas law, the Company shall indemnify, to the fullest extent that
indemnification is permitted by Texas law, every person who is or was a
Trust Manager or officer of the Company or its corporate predecessor and any
person who is or was serving at the request of the Company or its corporate
predecessor as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise with respect to all costs and
expenses incurred by such person as a result of such person being made or
threatened to be made a defendant or respondent in a proceeding by reason of
his holding or having held a position named above in this paragraph.
The Company's Bylaws provide that the Company may indemnify any Trust
Manager or officer of the Company who was, is or is threatened to be made a
party to any suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, because the person is or was a Trust Manager,
officer, employee or agent of the Company, or is or was serving at the request
of the Company in the same or another capacity in another corporation or
business association, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred if it is determined that the person: (i)
conducted himself in good faith, (ii) reasonably believed that, in the case of
conduct in his official capacity, his conduct was in the best interests of the
Company, and that, in all other cases, his conduct was at least not opposed to
the best interests of the Company, and (iii) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful;
provided that, if the person is found liable to the Company, or is found liable
on the basis that personal benefit was improperly received by the person, the
indemnification (A) is limited to reasonable expenses actually incurred by the
person in connection with the proceeding and (B) will not be made in respect of
any proceeding in which the person shall have been found liable for willful or
intentional misconduct in the performance of his duty to the Company.
ITEM 16. LIST OF EXHIBITS.
Except as indicated below, all Exhibits have been previously filed.
5.1* -- Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
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).
10.3 -- 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).
10.4.1 -- First Supplemental Indenture of Trust between WRI Holdings, Inc.
and Texas Commerce Trust Company of New York, as Trustee, amending
that certain 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).
10.4.2 -- Supplemental Indenture of Trust, dated February 22, 1995, between
WRI Holdings, Inc. and Texas Commerce Bank National Association
relating to the
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<PAGE>
16% Mortgage Bonds due December 28, 1994 of WRI
Holdings, Inc. in the original principal amount of $3,150,000
(filed as Exhibit 10.4.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated herein
by reference).
10.5 -- 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).
10.6 -- 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).
10.6.1 -- 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).
10.7 -- 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.
10.8 -- 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).
10.9 -- 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).
10.9.1 -- 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).
10.10 -- 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).
10.11 -- 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 10.16 to the Company's Registration
Statement on Form S-4 (No. 33-19730) and incorporated herein by
reference).
10.12 -- 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 -- Second Amendment to Note Purchase Agreement, dated July 27, 1994,
amending Loan Agreement, dated August 6, 1987, and as amended on
March 31, 1991, between the Company and Life and Accident
Insurance Company for $4,000,000, American General Life Insurance
Company of Delaware for $4,000,000, 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
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<PAGE>
Company's Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein by reference).
10.15 -- 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).
10.16 -- 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).
10.17 -- 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).
10.17.1 -- 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.
10.18 -- 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).
10.19 -- 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).
10.19.1 -- Sixth Renewal and Extension of Promissory Note in the amount of
$12,000,000, effective as of December 1, 1994, between the
Company, as payee, and Plaza Construction, Inc., as maker (filed
as Exhibit 10.20.1 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994 and incorporated herein by
reference).
10.20 -- 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).
10.20.1 -- 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).
10.20.2 -- 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).
10.20.3 -- 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).
10.21 -- Credit Agreement dated as of November 22, 1994 between the Company
and Texas Commerce Bank National Association as Agent and
individually as a Bank, First Interstate Bank of Texas N.A. and
the Banks defined therein, together with Amendment No. 1 to such
Credit Agreement dated as of January 31, 1995 (filed as Exhibit 10
to the Company's Registration Statement on Form S-3 (No. 33-57659)
and incorporated herein by reference).
10.22 -- Revolving Credit Note, dated November 22, 1994, between the
Company and Texas Commerce Bank National Association in the amount
of $110,000,000 (filed as Exhibit 10.23 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference).
10.23 -- Revolving Credit Note, dated November 22, 1994, between the
Company and First Interstate Bank of Texas N.A. in the amount of
$40,000,000 (filed as Exhibit 10.24
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<PAGE>
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference).
10.24 -- Note Purchase Agreement, dated April 1, 1994, between The Variable
Annuity Life Insurance Company, American General Life Insurance
Company and the Company in the amount of $30,000,000 (filed as
Exhibit 10.25 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994 and incorporated herein by
reference).
10.25 -- The 1993 Incentive Share Plan of the Company (filed as Exhibit 4.1
to the Company's Registration Statement on Form S-8 (No. 33-52437)
and incorporated herein by reference).
10.26 -- Form of Purchase and Sale Agreement, dated March 28, 1995, among
Weingarten Realty Investors and Rothschild Property Investors L.P.
10.27* -- First Amendment to Purchase and Sale Agreement dated as of May 17,
1995, among Weingarten Realty Investors and Rothschild Property
Investors L.P.
11.1 -- Computation of Net Income Per Common and Common Equivalent Shares
(filed as Exhibit 11.1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 and incorporated herein by
reference).
13.1 -- The Weingarten Realty Investors 1994 Annual Report to
Shareholders.
23.1* -- The consent of Andrews & Kurth L.L.P. to the use of their opinion
in this Registration Statement is contained in the opinion filed
as Exhibit 5.1.
23.2* -- The consent of Deloitte & Touche LLP is included in Part II of
this Registration Statement.
24.1 -- Power of attorney, pursuant to which amendments to this
Registration Statement may be filed, is included in Part II of
this Registration Statement.
* Filed with this report
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement:
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<PAGE>
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS AMENDMENT
NO. 1 TO ITS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS,
ON THE 19TH DAY OF MAY, 1995.
WEINGARTEN REALTY INVESTORS
By: /s/ Stanford Alexander
________________________________
Stanford Alexander,
Chairman
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
--------- ----- ----
/s/ Stanford Alexander
- -------------------------- Chairman and Trust Manager May 19, 1995
Stanford Alexander (Chief Executive Officer)
*
- -------------------------- Executive Vice President/ May 19, 1995
Andrew M. Alexander Asset Management and
Trust Manager
*
- -------------------------- President, Chief Operating May 19, 1995
Martin Debrovner Officer and Trust Manager
*
- -------------------------- Trust Manager May 19, 1995
Melvin A. Dow
*
- -------------------------- Trust Manager May 19, 1995
Stephen A. Lasher
II-7
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
*
---------------------------- Executive Vice President and May 19, 1995
Joseph W. Robertson, Jr. Trust Manager
(Chief Financial Officer)
*
---------------------------- Trust Manager May 19, 1995
Douglas W. Schnitzer
*
---------------------------- Trust Manager May 19, 1995
Marc J. Shapiro
*
---------------------------- Trust Manager May 19, 1995
J. T. Trotter
*
---------------------------- Vice President and Treasurer May 19, 1995
Stephen C. Richter (Principal Accounting Officer)
*By: /s/ Stanford Alexander
----------------------------
Stanford Alexander
Attorney-in-fact
</TABLE>
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<PAGE>
INDEPENDENT AUDITOR'S CONSENT
WEINGARTEN REALTY INVESTORS:
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-58859 of Weingarten Realty Investors on Form S-2
of our reports dated February 22, 1995, appearing in the Annual Report on Form
10-K and the Annual Report to Shareholders of Weingarten Realty Investors for
the year ended December 31, 1994 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
Houston, Texas
May 18, 1995
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<PAGE>
EXHIBIT 5.1
May 17, 1995
Trust Managers
Weingarten Realty Investors
2600 Citadel Plaza Drive
Suite 300
Houston, Texas 77008
Gentlemen:
We have acted as counsel for Weingarten Realty Investors (the "Company") in
connection with the Company's Registration Statement on Form S-2 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act") relating to an aggregate of 162,500 Common Shares of Beneficial Interest,
par value $0.03 per share ("Shares"), of the Company, to be offered by certain
selling shareholders of the Company (the "Selling Shareholders"). The 162,500
Shares are to be issued to the Selling Shareholders pursuant to a Purchase and
Sale Agreement (the "Agreement") dated as of March 28, 1995 between the Company
and such Selling Shareholders.
As the basis for the opinions hereinafter expressed, we have examined such
statutes, regulations, corporate records and documents, certificates of public
officials and other instruments as we have deemed necessary or advisable for
purposes of this opinion. In such examination, we have assumed the authenticity
of all documents submitted to us as originals and the conformity with the
original documents of all documents submitted to us as copies.
Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that:
(1) The 162,500 Shares of the Company are duly and validly
authorized.
(2) Upon the issuance by the Company of the Shares pursuant to the
Agreement, such Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Opinions" therein.
Very truly yours,
ANDREWS & KURTH L.L.P.
<PAGE>
EXHIBIT 10.27
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
----------------------------------------------
This First Amendment to Purchase and Sale Agreement (this
"Amendment") is entered into as of May 17, 1995, by and between WEINGARTEN
REALTY INVESTORS, a Texas real estate investment trust ("Buyer"), and ROTHSCHILD
PROPERTY INVESTORS L.P., a Delaware limited partnership ("Seller").
WHEREAS, Buyer and Seller have entered into that certain Purchase and
Sale Agreement, dated as of March 28, 1995 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as hereinafter
set forth.
NOW, THEREFORE, for and in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Paragraph 2(a) of the Agreement shall be amended to read in its
entirety as follows:
(a) Purchase Price: The term "WRI Shares" means common shares of
beneficial interest par value $0.03 per share, of Buyer (frequently referred
to as "common stock"). The Purchase Price for the Property shall be 162,500
WRI Shares, which shall be fully paid and nonassessable and shall be
registered for resale by Seller under the Securities Act of 1933 as provided
herein and shall be listed on the New York Stock Exchange. The WRI Shares
which constitute the Purchase Price are herein referred to as the "Subject
WRI Shares". If the Closing occurs, then Seller covenants and agrees that it
shall not sell or transfer any beneficial interest in, or otherwise dispose
of any Subject WRI Shares, other than pursuant to (i) Rule 144 of the
General Rules and Regulations (the "Regulations") under the Securities Act
of 1933 (the "1933 Act"); (ii) an exemption from registration under the 1933
Act determined to be available in the opinion of counsel acceptable to
Buyer, or (iii) the Shelf Registration (as defined below).
In addition to any legends that may be necessary to reflect
restrictions on transfer that may exist (A) pursuant to Rule 144 under the
1933 Act by virtue of Seller owning a sufficient number of WRI Shares to be
classified as an "affiliate" of Buyer or (B) pursuant to the applicable
provisions of Buyer's Declaration of Trust (which, in order to enable Buyer
to maintain its status as a real estate investment trust under the
provisions of the Internal Revenue Code, limit persons to ownership of no
more than 9.8% of the outstanding WRI Shares), the following legend shall be
placed on all certificates representing ownership of Subject WRI Shares,
until such shares have been transferred in accordance with the provisions
hereof:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 and may not be sold or
transferred unless the sale of such shares is registered under said
Act or the shares are sold pursuant to Rule 144 or, in the opinion
of counsel acceptable to Weingarten Realty Investors, an exemption
from registration is available."
A stop transfer order shall be entered with the transfer agent of Buyer
against the transfer of Subject WRI Shares, except in compliance with this
Paragraph 2(a).
It is a condition precedent to the obligation of Seller to close the
transaction contemplated by this Agreement that on or prior to the Closing Date,
a registration statement covering all of the Subject WRI Shares (the "Shelf
<PAGE>
Registration") shall be declared effective under the 1933 Act. In connection
therewith, Buyer agrees to provide to Seller an officer's certificate at Closing
affirming that the Shelf Registration has been declared and remains effective
under the 1933 Act. The Shelf Registration shall effect registration of the
Subject WRI Shares for resale by Seller in the manner or manners designated by
it (including, without limitation, by a pledgee or through one or more
underwritten offerings). Buyer shall use its reasonable best efforts to keep the
Shelf Registration continuously effective under the 1933 Act until the second
anniversary of the Closing Date (the "Effectiveness Period"), or for such
shorter period as ends when (A) all Subject WRI Shares covered by the Shelf
Registration have been sold in the manner set forth and as contemplated in the
Shelf Registration, or (B) Seller delivers to Buyer a Put Notice (as hereinafter
defined); provided, however, that with respect to such Shelf Registration Buyer
may (no more than twice during any twelve (12) month period and for a period not
to exceed thirty (30) days on any one occasion, and not in any event to exceed
forty-five (45) days in the aggregate) suspend use of such Shelf Registration at
any time if the continued effectiveness thereof would require Buyer to disclose
a material financing, acquisition or other transaction, which disclosure the
Board of Trust Managers of Buyer shall have determined in good faith is not in
the best interests of Buyer and its shareholders. Buyer shall promptly provide
Seller with notice of any such suspension, and Seller shall keep any information
relating to such suspension confidential. Such notice shall indicate the
duration of any suspension. Buyer shall supplement and amend the Shelf
Registration if required by the rules, regulations or instructions applicable to
the registration form used for such Shelf Registration or if required by the
1933 Act or the Regulations, or if reasonably requested by Seller or by any
underwriter of the Subject WRI Shares. In connection with the registration of
any Subject WRI Shares pursuant to this Paragraph 2(a), Buyer shall use
reasonable best efforts to prevent the issuance of any order suspending the
effectiveness of the Shelf Registration or of any order preventing or suspending
the use of a prospectus or suspending the qualification (or exemption from
qualification) of any of the Subject WRI Shares for sales in any jurisdiction,
and, if any such order is issued, Buyer will use reasonable best efforts to
obtain the withdrawal of any such order. Buyer shall also use reasonable best
efforts: (x) to register or qualify, and to cooperate with Seller, the
underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Subject WRI Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
Seller, or the managing underwriters, if any, reasonably request in writing; (y)
to keep each such registration or qualification (or exemption therefrom)
effective during the period the Shelf Registration is required to be kept
effective and (z) to do such other things as are reasonably necessary to enable
the disposition in such jurisdictions of the Subject WRI Shares covered by the
applicable registration statement; provided, however, that Buyer shall not be
required to (M) qualify generally to do business in any jurisdiction where it is
not then so qualified, (N) take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject, or
(O) subject itself to taxation in any such jurisdiction.
Buyer shall cooperate with Seller and the managing underwriters, if
any, to facilitate the timely preparation and delivery of certificates
representing the Subject WRI Shares to be sold, which certificates shall not
bear any restrictive legends (other than the restrictions, if any, that may
exist because of ownership by Seller of other WRI Shares, e.g., restrictions on
transfer that may exist (A) pursuant to Rule 144 under the 1933 Act by virtue of
Seller's owning a sufficient number of WRI Shares to be classified as an
"affiliate" of Buyer, or (B) pursuant to the applicable provisions of Buyer's
Declaration of Trust which, in order to enable WRI to maintain its status as a
real estate investment trust under the provisions of the Internal Revenue Code,
limit persons to ownership of no more than 9.8% of the outstanding WRI Shares)
and shall be in a form eligible for deposit with The Depositary Trust Company;
and enable such Subject WRI Shares to be in such
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<PAGE>
denominations and registered in such names as the managing underwriters, if
any, or Seller may reasonably request.
Except as set forth in the following paragraph, Buyer shall pay all
reasonable fees and expenses incident to the performance of or compliance
with this Paragraph 2(a), including, but not limited to: (A) all
registration and filing fees (including, without limitation, (I) fees with
respect to filings required to be made with the NASD in connection with an
underwritten offering and (II) fees and expenses of compliance with the
state securities or Blue Sky laws, including, without limitation, reasonable
fees and disbursements of counsel for Buyer but not counsel for the
underwriters or Seller in connection with Blue Sky qualifications of the
Subject WRI Shares), (B) printing expenses (including expenses of printing
certificates for Subject WRI Shares in a form eligible for deposit with The
Depositary Trust Company and printing prospectuses), (C) all other fees and
disbursements of counsel for Buyer, (D) fees and disbursements of all
independent certified public accountants for Buyer, (E) internal expenses of
Buyer (including all salaries and expenses of officers and employees of
Buyer performing legal or accounting duties), and (F) the fees and expenses
incurred by Buyer in connection with the listing of the securities to be
registered on any securities exchange.
Seller shall pay all underwriting discounts, commissions and charges
or broker's commissions and charges incurred in connection with the sale or
other disposition of Subject WRI Shares for or on behalf of Seller's account
and all fees and expenses of legal counsel for Seller. Buyer shall, at the
request of Seller, upon receipt from such Seller of evidence reasonably
satisfactory to Buyer (A) that Seller has held such Subject WRI Shares for a
period of not less than two (2) consecutive years, and (B) that Seller has
not been an affiliate (as defined in Rule 144) of Buyer for more than the
ninety (90) preceding days, remove from the stock certificates representing
the Subject WRI Shares that portion of any restrictive legend which relates
to the registration provisions of the 1933 Act.
2. A new section 8(a)(xx) shall be added to the Agreement to read in
its entirety as follows:
The Subject WRI Shares are being acquired by Seller for investment and
not with a view to the distribution or resale thereof except in compliance
with the 1933 Act. Seller represents and warrants that it is able to fend
for itself in the transactions contemplated hereby, is knowledgeable and
experienced in business and financial matters and capable of evaluating the
merits and risks of the investment in the Subject WRI Shares and is able to
bear the economic risk of loss of its investment in the Subject WRI Shares.
3. This Amendment may be executed in counterparts and, as executed,
shall constitute one agreement binding on all of the parties hereto
notwithstanding that all said parties are not signatory to the original or same
counterpart.
4. A facsimile, telecopy or other reproduction of this Amendment may be
executed by the parties and shall be considered valid, binding and effective for
all purposes. At the request of any party hereto, the parties agree to execute
an original of this Amendment as well as any facsimile, telecopy or other
reproduction.
5. Unless otherwise herein defined, capitalized terms used in this
Amendment shall have the same meanings as ascribed to such terms in the
Agreement.
6. Except as herein amended, the Agreement shall remain valid and
subsisting in accordance with its terms. In the event of any conflict or
inconsistency between this Amendment and the Agreement, the provisions of this
Amendment shall govern and control.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
WEINGARTEN REALTY INVESTORS
By: _______________________________
Name: M. Candace DuFour
Title: Vice President/Acquisitions
"BUYER"
ROTHSCHILD PROPERTY INVESTORS L.P.
By: PROPERTY ASSOCIATES II, L.P., a
Delaware limited partnership, its
General Partner
By: ROTHSCHILD NORTH AMERICA INC.,
a Delaware corporation, its General
Partner
By: __________________________________
James E. Quigley III, who is Attorney-
in-Fact for John D. McGurk, who is
Attorney-in-Fact for Rothschild
North America Inc., General
Partner of Property Associates II,
L.P., General Partner of Rothschild
Property Investors L.P.
"SELLER"
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