UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from____________________ to ____________________
Commission file number 1-9876
WEINGARTEN REALTY INVESTORS
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Texas 74-1464203
- ---------------------------------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
<S> <C>
2600 Citadel Plaza Drive, P.O. Box 924133, Houston, Texas 77292-4133
- ---------------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (713) 866-6000
____________________________________________
(Former name, former address and former fiscal
year, if changed since last report)
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.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes. No.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of October 21, 1996,
there were 26,572,651 common shares of beneficial interest of Weingarten
Realty Investors, $.03 par value, outstanding.
<PAGE>
PART 1
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
WEINGARTEN REALTY INVESTORS
STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
------- ------- -------- -------
<S> <C> <C> <C> <C>
Revenues:
Rentals $36,508 $31,917 $107,310 $91,920
Interest:
Securities and Other . . . . . . . . . . . . . . . 450 851 1,250 2,425
Affiliates . . . . . . . . . . . . . . . . . . . . 414 528 1,236 1,933
Equity in earnings of real estate joint ventures and
partnerships . . . . . . . . . . . . . . . . . . . 229 383 999 1,159
Other. . . . . . . . . . . . . . . . . . . . . . . . 355 206 1,101 1,199
------- ------- -------- -------
Total . . . . . . . . . . . . . . . . . . . . . 37,956 33,885 111,896 98,636
------- ------- -------- -------
Expenses:
Depreciation and amortization. . . . . . . . . . . . 8,518 7,819 24,788 22,119
Operating. . . . . . . . . . . . . . . . . . . . . . 5,749 5,044 16,830 14,986
Ad valorem taxes . . . . . . . . . . . . . . . . . . 4,604 4,029 14,184 12,484
Interest . . . . . . . . . . . . . . . . . . . . . . 5,569 4,508 15,890 11,930
General and administrative . . . . . . . . . . . . . 1,248 1,245 3,798 3,677
------- ------- -------- -------
Total . . . . . . . . . . . . . . . . . . . . . 25,688 22,645 75,490 65,196
------- ------- -------- -------
Income from Operations . . . . . . . . . . . . . . . . 12,268 11,240 36,406 33,440
Gain on sales of property. . . . . . . . . . . . . . . 4,057 19 5,454 114
------- ------- -------- -------
Net Income . . . . . . . . . . . . . . . . . . . . . . $16,325 $11,259 $ 41,860 $33,554
======= ======= ======== =======
Net Income Per Common Share. . . . . . . . . . . . . . $ 0.61 $ 0.42 $ 1.57 $ 1.27
======= ======= ======== =======
Cash Dividends Declared Per Common Share . . . . . . . $ 0.62 $ 0.60 $ 1.86 $ 1.80
======= ======= ======== =======
Weighted Average Number of Common Shares
Outstanding . . . . . . . . . . . . . . . . . . 26,554 26,530 26,548 26,441
======= ======= ======== =======
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
WEINGARTEN REALTY INVESTORS
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
September 30, December 31,
1996 1995
--------------- --------------
(unaudited)
ASSETS
<S> <C> <C>
Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 908,034 $ 849,894
Accumulated Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . (236,259) (216,657)
--------------- --------------
Property - net. . . . . . . . . . . . . . . . . . . . . . . . . . . . 671,775 633,237
Investment in Real Estate Joint Ventures and Partnerships . . . . . . . . . 7,307 8,960
--------------- --------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 679,082 642,197
Mortgage Bonds and Notes Receivable from:
Affiliate (net of deferred gain of $4,487 in 1996 and $5,514 in 1995) 14,441 15,863
Real Estate Joint Ventures and Partnerships . . . . . . . . . . . . . 14,921 13,897
Marketable Debt Securities. . . . . . . . . . . . . . . . . . . . . . . . . 14,093 16,262
Unamortized Debt and Lease Costs. . . . . . . . . . . . . . . . . . . . . . 22,204 20,602
Accrued Rent and Accounts Receivable (net of allowance for doubtful
accounts of $868 in 1996 and $1,436 in 1995) 11,681 13,357
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . 1,662 3,355
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,931 9,291
--------------- --------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 765,015 $ 734,824
=============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 326,410 $ 289,339
Accounts Payable and Accrued Expenses . . . . . . . . . . . . . . . . . . . 30,965 30,880
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,646 3,006
--------------- --------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360,021 323,225
--------------- --------------
Shareholders' Equity:
Preferred Shares of beneficial interest - par value, $.03 per share;
shares authorized: 10,000; shares issued and outstanding:
none
Common shares of beneficial interest - par value, $.03 per share;
shares authorized: 150,000; shares issued and outstanding:
26,573 in 1996 and 26,546 in 1995 797 796
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 404,197 410,803
--------------- --------------
Shareholders' equity. . . . . . . . . . . . . . . . . . . . . . . . . . . 404,994 411,599
--------------- --------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 765,015 $ 734,824
=============== ==============
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
WEINGARTEN REALTY INVESTORS
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
Nine Months Ended
September 30,
1996 1995
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41,860 $ 33,554
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization. . . . . . . . . . . . . . 24,788 22,119
Equity in earnings of real estate joint ventures and
partnerships (999) (1,159)
Gains on sales of property . . . . . . . . . . . . . . . (5,454) (114)
Amortization of direct financing leases. . . . . . . . . 492 496
Changes in accrued rents and accounts receivable . . . . 329 1,492
Changes in other assets. . . . . . . . . . . . . . . . . (5,890) (5,058)
Changes in accounts payable and accrued expenses . . . . (578) 1,216
Other, net . . . . . . . . . . . . . . . . . . . . . . . 24 56
--------- ---------
Net cash provided by operating activities . . . . . 54,572 52,602
--------- ---------
Cash Flows from Investing Activities:
Investment in properties (51,683) (77,232)
Mortgage bonds and notes receivable:
Advances (2,021) (6,202)
Collections. . . . . . . . . . . . . . . . . . . . . . . 5,780 11,817
Proceeds from sales of property. . . . . . . . . . . . . . . . . . 7,099 299
Real estate joint ventures and partnerships:
Investments (44) (53)
Distributions. . . . . . . . . . . . . . . . . . . . . . 928 1,116
Proceeds from investment in marketable debt securities . . . . . . 2,511 2,084
--------- ---------
Net cash used in investing activities . . . . . . . (37,430) (68,171)
--------- ---------
Cash Flows from Financing Activities:
Proceeds from issuance of:
Debt 75,678 148,790
Common shares of beneficial interest . . . . . . . . . . 177
Principal payments of debt . . . . . . . . . . . . . . . . . . . . (45,071) (85,303)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . (49,376) (47,560)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (243) (545)
--------- ---------
Net cash (used in) provided by financing activities (18,835) 15,382
--------- ---------
Net decrease in cash and cash equivalents . . . . . . . . . . . . . . . (1,693) (187)
Cash and cash equivalents at January 1. . . . . . . . . . . . . . . . . 3,355 3,295
--------- ---------
Cash and cash equivalents at September 30 . . . . . . . . . . . . . . . $ 1,662 $ 3,108
========= =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
WEINGARTEN REALTY INVESTORS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
1. INTERIM FINANCIAL STATEMENTS
The consolidated financial statements included in this report are unaudited,
except for the balance sheet as of December 31, 1995. In the opinion of the
Registrant, all adjustments necessary for a fair presentation of such
financial statements have been included. Such adjustments consisted of normal
recurring items. Interim results are not necessarily indicative of results
for a full year.
The consolidated financial statements and notes are presented as permitted by
Form 10-Q, and do not contain certain information included in the Company's
annual financial statements and notes.
2. SIGNIFICANT ACCOUNTING POLICIES
Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation". As allowed under this statement, the Company has continued to
use the intrinsic value based method of accounting for such plans.
Also effective January 1, 1996, the Company adopted SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
Of". The adoption of this standard did not result in the impairment of any of
the Company's long-lived assets.
3. DEBT
The Company's debt consists of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
-------------- -------------
<S> <C> <C>
Fixed-rate debt payable to 2015 at 6.0% to 10.5% $ 248,568 $ 189,413
Notes payable under revolving credit
agreements . . . . . . . . . . . . . . . . . . . 43,654 73,500
Reverse repurchase agreements, due daily
and collateralized by $14.1 million
of marketable debt securities. . . . . . . . . . 13,824 11,900
Industrial revenue bonds to 2014 at 4.5%
to 6.6% at September 30, 1996. . . . . . . . . . 7,586 7,669
Obligations under capital leases . . . . . . . . 12,467 6,001
Other. . . . . . . . . . . . . . . . . . . . . . 311 856
-------------- -------------
Total. . . . . . . . . . . . . . . . . . . . . . $ 326,410 $ 289,339
============== =============
</TABLE>
At September 30, 1996, the variable interest rate for notes payable under the
$200 million revolving credit agreement, including the cost of the related
commitment fee was 6.5%, and the variable interest rates under the $15 million
revolving credit agreement and the reverse repurchase agreements were 6.4% and
6.2%, respectively. The weighted average interest rate for the Company's
short-term debt for the quarter ended September 30, 1996 was 6.3%.
<PAGE>
During the quarter, the Company issued $60.0 million of unsecured Medium Term
Notes with an average term of 11 years and an average rate of 7.3%. The
proceeds from these transactions were used to pay down balances outstanding
under the Company's $200 million revolving credit facility.
The Company's debt can be summarized as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
-------------- -------------
<S> <C> <C>
As to interest rate:
Fixed-rate debt (including amounts fixed
through interest rate swaps) $ 288,611 $ 229,994
Variable-rate debt. . . . . . . . . . . . 37,799 59,345
-------------- -------------
Total $ 326,410 $ 289,339
============== =============
As to collateralization:
Secured debt. . . . . . . . . . . . . . . $ 92,120 $ 87,133
Unsecured debt. . . . . . . . . . . . . . 234,290 202,206
-------------- -------------
Total . . . . . . . . . . . . . . . . . . $ 326,410 $ 289,339
============== =============
</TABLE>
4. PROPERTY
The Company's property consists of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
-------------- -------------
<S> <C> <C>
Land . . . . . . . . . . . . . . . . . $ 168,454 $ 151,985
Land under development . . . . . . . . 33,180 40,464
Buildings and improvements . . . . . . 688,558 636,601
Construction in-progress . . . . . . . 9,434 11,648
Property under direct financing leases 8,408 9,196
-------------- -------------
Total $ 908,034 $ 849,894
============== =============
</TABLE>
<PAGE>
5. CARRYING CHARGES CAPITALIZED
During the periods shown, the following carrying charges were capitalized:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
----- ----- ------ ------
<S> <C> <C> <C> <C>
Interest $ 252 $ 786 $1,069 $2,332
Ad valorem taxes 23 131 253 372
----- ----- ------ ------
Total $ 275 $ 917 $1,322 $2,704
===== ===== ====== ======
</TABLE>
6. NON-CASH TRANSACTIONS
In August, the Company issued 24,227 common shares of beneficial interest
to the seller of a property purchased by the Company in 1994. These shares
were issued pursuant to a price increase guaranty.
<PAGE>
PART 1
FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Weingarten Realty Investors owned and operated 155 anchored shopping centers,
20 industrial properties, one multi-family residential project and one office
building at September 30, 1996. Of the Company's 177 developed properties,
137 are located in Texas (including 89 in Houston and Harris County). The
Company's remaining properties are located in Louisiana (10), Arizona (7),
Arkansas (5), New Mexico (5), Oklahoma (4), Nevada (4), Kansas (2), Missouri
(1), Maine (1) and Tennessee (1). The Company has nearly 3,000 leases and
2,200 different tenants. Leases for the Company's properties range from less
than a year for smaller spaces to over 25 years for larger tenants; leases
generally include minimum lease payments and contingent rentals for payment of
taxes, insurance and maintenance and for an amount based on a percentage of
the tenants' sales. The majority of the Company's anchor tenants are
supermarket chains, drugstore chains and other retailers which generally sell
basic necessity-type items.
During the first nine months of 1996, the Company renewed or released 1.4
million square feet of retail space comprising 448 leases. Rental rates
increased an average of 7.5% over the rates charged to the prior tenants. Net
of capital costs for tenant improvements, the increase averaged 4.0%. Retail
sales on the same store basis as reported by the Company's tenants for the
twelve months ended September 30, 1996 were up 1%, with supermarket operators
also up approximately 1% as compared to the same period of the prior year.
Shopping center occupancy increased to 92.5% at September 30, 1996 from 92.0%
at year end and 92.3% at the end of the third quarter of 1995. Occupancy for
the total portfolio is unchanged from 92% at year end and down slightly from
92.5% at the end of the third quarter of 1995.
Acquisitions added 510,000 square feet to the Company's portfolio during the
third quarter of 1996 at a combined cost of $8.8 million. A 207,000 square
foot industrial building was purchased in August and a 303,000 square foot
warehouse/distribution center was purchased in September. Both properties are
located in Houston. Subsequent to quarter end, a 151,000 square foot
shopping center in Houston was purchased. Presently, six additional
properties totaling over 1.0 million square feet are under contract or letter
of intent. However, there is no assurance that these transactions will be
completed.
Leasing activity at the Company's two high-profile new development projects in
Houston is progressing as scheduled, with both centers over 93% leased.
Construction of these centers is generally complete except for tenant finish
work, which will be completed as the last few spaces are leased. The
majority of the 300,000 square feet from these two projects came on line prior
to year-end 1995.
FUNDS FROM OPERATIONS
The Company considers funds from operations to be an alternate measure of its
performance since such measure does not recognize depreciation and
amortization of real estate assets as operating expenses. Management believes
that reductions for these charges are not meaningful in evaluating
income-producing real estate, which historically has not depreciated. The
National Association of Real Estate Investment Trusts ("NAREIT") defines funds
from operations as net income plus depreciation and amortization of real
estate assets, less gains and losses on sales of properties. Funds from
operations does not represent cash flows from operations as defined by
generally accepted accounting principles and should not be considered as an
alternative to net income as an indicator of the Company's operating
performance or to cash flows as a measure of liquidity.
<PAGE>
Funds from operations increased to $20.7 million for the third quarter of
1996, as compared to $19.0 million for the same period of 1995, a 9.2%
increase. Recoveries of previously reserved accounts receivable contributed
approximately $.2 million in funds from operations in the current quarter.
For the nine months ended September 30, 1996, funds from operations totaled
$61.0 million, up $5.6 million from the same period of the prior year. These
increases relate primarily to the impact of the Company's acquisitions and new
developments during the past twelve months and, to a lesser degree, the
activity at its existing properties.
LIQUIDITY AND CAPITAL RESOURCES
The Company anticipates that cash flows from operating activities will
continue to provide adequate capital for all dividend payments in accordance
with REIT requirements, and that cash on hand, borrowings under its existing
credit facility, 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 $54.6 million for the first nine months
of 1996, from $52.6 million for the same period of 1995, primarily due to the
acquisition and development of additional income-producing properties during
the past year.
The Company's Board of Trust Managers approved an increase in the quarterly
dividend per common share from $.60 to $.62, effective the first quarter of
1996. The percentage of funds from operations paid out in cash dividends, or
dividend payout ratio, was 79% and 84% for the third quarters of 1996 and
1995, respectively.
Debt to total market capitalization of 24% at September 30, 1996 was up
slightly from 22% at December 31, 1995. Total debt outstanding increased to
$326.4 million at quarter-end from $289.3 million at December 31, 1995. This
increase was primarily due to the acquisitions in the first nine months of
this year and, to a lesser degree, the Company's ongoing development efforts.
These capital needs were initially financed under the Company's revolving
credit facility.
In August, the Company issued $60.0 million of unsecured Medium Term Notes in
four $15.0 million tranches. These tranches have average maturities of eleven
years with an average interest rate of 7.3%. The proceeds from these
transactions were used to pay down balances outstanding under the Company's
revolving credit facility. During the quarter, the Company filed an
additional shelf registration statement under which the Company can issue up
to $250 million of debt or equity securities or warrants.
At quarter end, the Company has protection against interest rate increases
through fixed-rate loans and interest rate swap agreements on $288.6 million
of the total debt outstanding at September 30, 1996. For the quarter ended
September 30, 1996, total debt costs averaged 7.4% as compared to 7.5% for the
same period of the prior year. This decrease is primarily a result of overall
decreases in market interest rates over the last twelve months.
RESULTS OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 1996
Net income increased to $16.3 million, or $.61 per share, from $11.3 million,
or $.42 per share, for the third quarter of 1996 as compared with the same
quarter of 1995, an increase of 45.2% on a per share basis. Of this increase,
$4.1 million, or $.15 per share, represents the recognition of a gain on the
sale of the Company's 26% interest in an apartment complex and approximately
$.01 per share represents the recovery of previously reserved accounts
receivable. The remainder of the increase relates primarily to the Company's
acquisitions and new developments during the past twelve months.
Rental revenues were $36.5 million for 1996, as compared to $31.9 million for
1995, representing an increase of approximately $4.6 million or 14.4%. This
increase relates primarily to acquisitions and new development and, to a
lesser degree, the activity at the Company's existing properties.
Interest income decreased from $1.4 million in 1995 to $.9 million in 1996 due
primarily to the sale of $31.8 million of marketable debt securities in
November of 1995.
<PAGE>
Interest expense increased $1.1 million to $5.6 million in 1996, from $4.5
million in 1995. This increase was due to an increase in average debt
outstanding between periods, from $279.7 million in 1995 to $313.1 million in
1996, partially offset by a decrease in the average interest rate during the
quarter from 7.5% in 1995 to 7.4% in 1996. Also contributing to the increase
was the reduction in construction activity at two of the Company's significant
new development projects, resulting in a decrease in the amount of interest
capitalized from $.8 million in 1995 to $.3 million in 1996.
The increase in the gain on sale of property to $4.1 million in August of 1996
is due to the sale of the Company's 26% interest in an apartment complex.
The increases in depreciation and amortization, operating expenses and ad
valorem taxes were primarily the result of the Company's acquisition and new
development programs.
NINE MONTHS ENDED SEPTEMBER 30, 1996
Net income increased to $41.9 million, or $1.57 per share, for the nine months
ended September 30, 1996 from $33.6 million, or $1.27 per share for 1995.
Included in 1996 net income is $5.5 million, or about $.21 per share, of gains
from the disposition of two properties and the receipt of proceeds from an
insurance claim. Additionally, non-recurring income items recognized in the
first nine months of 1996 totaled $.02 per share compared to $.01 per share
for the same period of 1995. The remainder of the increase is due primarily
to the Company's acquisition and new development programs.
Rental revenues increased 16.7% to $107.3 million, compared with $91.9 million
for the same period of the prior year. This increase relates primarily to
acquisitions and new development and, to a lesser degree, the activity at the
Company's existing properties.
Interest income decreased from $4.4 million in 1995 to $2.5 million in 1996
due primarily to the sale of marketable debt securities in November of 1995.
Interest expense increased from $11.9 million for the first nine months of
1995 to $15.9 million for the same period of 1996. Average debt outstanding
increased from $252.4 million for 1995 to $306.7 million for 1996. The effect
of the increase in average debt outstanding was partially offset by a slight
decrease in the average interest rate from 7.5% in 1995 to 7.3% in 1996. The
increase in debt outstanding is a result of expenditures for acquisitions and
new development. The decrease in rate is a result of overall decreases in
market rates. Also contributing to the increase in interest expense was the
decrease in the amount of interest capitalized from $2.3 million in 1995 to
$1.1 million in 1996 as a result of the reduction in construction activity at
two of the Company's significant development projects.
The increase in the gain on sale of property from $.1 million in 1995 to $5.5
million in 1996 is due to the receipt of insurance proceeds from fires which
destroyed parts of two shopping centers and the sale of two properties.
The increase in depreciation and amortization, operating expenses and ad
valorem taxes were primarily the result of the Company's acquisition and new
development programs.
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
(10.34) 7.12% Senior Medium-Term Note (Series A) of the Company,
dated 8-13-96, in the amount of $15,000,000.
(10.35) 7.44% Senior Medium-Term Note (Series A) of the Company,
dated 8-14-96, in the amount of $15,000,000.
(10.36) 7.39% Senior Medium-Term Note (Series A) of the Company,
dated 8-06-96, in the amount of $15,000,000.
(10.37) 6.95% Senior Medium-Term Note (Series A) of the Company,
dated 8-07-96, in the amount of $15,000,000.
(11) A statement of computation of earnings per common share.
(12) A statement of computation of ratios of earnings and
funds from operations to fixed charges.
(27) Article 5 Financial Data Schedule (EDGAR filing only).
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the
Registrant during the quarter for which this
report is filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities 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
---------------------------------
(Registrant)
BY: /s/ Stanford Alexander
---------------------------------
Stanford Alexander
Chairman/Chief Executive Officer
(Principal Executive Officer)
BY: /s/ Stephen C. Richter
---------------------------------
Stephen C. Richter
Vice President/Financial
Administration and Treasurer
(Principal Accounting Officer)
DATE: October 29, 1996
----------------
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR-014 94874R AP 1 $ 15,000,000.00
----------- ----------- -----------------
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
August 13, 1996 7.12% December 15, 2005
INTEREST PAYMENT DATE(S) RECORD DATE(S): DEFAULT RATE:
[ x ] 3/15 and 9/15 [ x ] 3/1 and 9/1 N/A
--- ----- -------- ------- -------
[ ] Other: [ ] Other:
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE
DATE: REDUCTION:
N/A N/A N/A
OPTIONAL REPAYMENT
DATE(S):
N/A
- --------------------
1. This paragraph applies to Global Securities only.
[ ] Check if an Original Issue
Discount Note Issue Price: %
SPECIFIED CURRENCY:
[ x ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
N/A
AUTHORIZED DENOMINATION:
[ x ] $1,000 and integral multiples
thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ x ] No
OTHER/ADDITIONAL PROVISIONS:
N/A
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of $15,000,000.00, on the Stated Maturity Date
specified above (or any Redemption Date or Repayment Date, each as defined on
the reverse hereof) (each such Stated Maturity Date, Redemption Date or
Repayment Date being hereinafter referred to as the "Maturity Date") with
respect to the principal repayable on such date) and to pay interest thereon,
at the Interest Rate per annum specified above, until the principal hereof is
paid or duly made available for payment, and (to the extent that the payment
of such interest shall be legally enforceable) at the Default Rate per annum
specified above on any overdue principal, premium and/or interest. The
Company will pay interest in arrears on each Interest Payment Date, if any,
specified above (each, an "Interest Payment Date"), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date; provided, however, that if the Original Issue
Date occurs between a Regular Record Date (as defined below) and the next
succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date next succeeding the Original Issue Date to the
Holder of this Note on the Regular Record Date with respect to such second
Interest Payment Date. Interest on this Note will be computed on the basis of
a 360-day year of twelve 30-day months.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly
provided for (or from, and including, the Original Issue Date if no interest
has been paid or duly provided for with respect to this Note) to, but
excluding, the applicable Interest Payment Date or the Maturity Date, as the
case may be (each, an "Interest Period"). The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid to the person in whose
name this Note (or one or more predecessor Notes) is registered at the close
of business on the March 1 and September 1 next preceding the March 15 and
September 15 (whether or not a Market Day, as defined below) Interest Payment
Dates (the "Regular Record Date"); provided, however, that interest
payable on the Maturity Date will be payable to the person to whom the
principal hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for on any Interest Payment
Date with respect to this Note ("Defaulted Interest") will forthwith cease to
be payable to the Holder on the Regular Record Date, and shall be paid to the
person in whose name this Note is registered at the close of business on a
special record date (the "Special Record Date") for the payment of such
Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice
whereof shall be given to the Holder of this Note by the Trustee not less than
10 calendar daysprior to such Special Record Date, or shall be paid at any
time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
"Business Day", as used herein for any particular location, means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in such location are authorized or obligated by law or
executive order to close.
Payment of principal of (and premium, if any) and any interest in respect
of this Note due on the Maturity Date to be made in U.S. dollars will be made
in immediately available funds upon presentation and surrender of this Note
(and, with respect to any applicable repayment of this Note, a duly completed
election form as contemplated on the reverse hereof) at the Paying Agent
Office as the Company may determine; provided, however, that if such
payment is to be made in a Specified Currency other than U.S. dollars as set
forth below, such payment will be made by wire transfer of immediately
available funds to an account with a bank located in the Principal Financial
Center of the country issuing the Specified Currency (or, for Notes
denominated in European Currency Units ("ECUs"), to an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have been
designated by the Holder hereof at least five Business Days prior to the
Maturity Date, provided that such bank has appropriate facilities therefor and
that this Note (and, if applicable, a duly completed election form) is
presented and surrendered at the aforementioned Paying Agent Office in time
for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. Such designation shall be made by filing the
appropriate information with the Paying Agent at the Paying Agent Office in
The City of New York, and, unless revoked, any such designation made with
respect to this Note by its registered Holder will remain in effect with
respect to any further payments with respect to this Note payable to its
Holder. If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received by the Paying
Agent on or before the requisite date or for any other reason, a notice will
be mailed to the Holder of this Note at its registered address requesting a
designation pursuant to which such wire transfer can be made and, upon the
Paying Agent's receipt of such a designation, such payment will be made within
five Business Days of such receipt. The Company will pay any administrative
costs imposed by banks in connection with making payments by wire transfer,
but any tax, assessment or governmental charge imposed upon payments will be
borne by the Holder of this Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars will be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
Security Register maintained at the Payment Agent Office; provided,
however, that a Holder of U.S. $10,000,000 (or, if the Specified Currency
specified above is other than U.S. dollars, the equivalent thereof in the
Specified Currency) or more in aggregate principal amount of Notes (whether
having identical or different terms and provisions) will be entitled to
receive interest payments on such Interest Payment Date by wire transfer of
immediately availablefunds if appropriate wire transfer instructions have been
received in writing by the Paying Agent not less than five calendar days prior
to such Interest Payment Date. Any such wire transfer instructions received
by the Paying Agent shall remain in effect until revoked by such Holder.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Market Day (as defined below), the required payment of principal,
premium, if any, and/or interest need not be made on such day, but may be made
on the next succeeding Market Day with the same force and effect as if made on
the date such payment was due, and no interest shall accrue with respect to
such payment for the period from and after such Interest Payment Date or the
Maturity Date, as the case may be, to the date of such payment on the next
succeeding Market Day.
As used herein, "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which is
to be made in a Specified Currency other than U.S. dollars, any Business
Day in The City of New York;
(b) for a Note the payment in respect of which is to be made in a
Specified Currency other than U.S. dollars, any Business Day in the
Principal Financial Center (as defined below) of the country issuing
such Specified Currency which is also a Business Day in The City
of New York; and
(c) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in The City of New York that is also not a day that appears
as an ECU non-settlement day on the display designated as "ISDE" on
the Reuters Monitor Money Rates Service (or a day so designed by
the ECU Banking Association) or, if the ECU non-settlement days do not
appear on that page (and are not so designated), is not a day on which
payments in ECUs cannot be settled in the international interbank
market).
"Principal Financial Center" means the capital city of the country
issuing the Specified Currency in respect of which payment on the Notes is to
be made, except that with respect to U.S. dollars, Australian dollars, German
Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the Specified Currency (or, if the
Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts, in such other coin or currency of the
country which issued the Specified Currency as at the time of such payment is
legal tender for the payment of such debts). If the Specified Currency is
other than U.S. dollars, any such amounts so payable by the Company will be
converted by the Exchange Rate Agent specified above into U.S.dollars for
payment to the Holder of this Note; provided, however, that the Holder of
this Note may elect to receive such amounts in the Specified Currency pursuant
to the provisions set forth below.
Payments of principal of (and premium, if any) and interest on any Note
denominated in a Specified Currency other than U.S. dollars (a "Foreign
Currency Note") will be made in U.S. dollars if the registered Holder of such
Note on the relevant Regular Record Date, or at maturity, as the case may be,
has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in The City of New York on or before
such Regular Record Date, or the date 15 days before maturity, as the case may
be. Such request may be in writing (mailed or hand delivered) or sent by
cable, telex, or other form of facsimile transmission. Any such request made
for any Note by a registered Holder will remain in effect for any further
payments of principal of (and premium, if any) and interest on such Note
payable to such Holder, unless such request is revoked on or before the
relevant Regular Record Date or the date 15 days before maturity, as the case
may be. Holders of Notes denominated in a Specified Currency other than U.S.
dollars that are registered in the name of a broker or nominee should contact
such broker or nominee to determine whether and how to elect to receive
payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign Currency
Note who elects to receive payment in U.S. dollars will be based on the
highest bid quotation in The City of New York received by the Exchange Rate
Agent as of 11:00 a.m., New York City time, on the second Market Day next
preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on
such payment date in the aggregate amount of the Specified Currency payable to
all Holders of Notes electing to receive U.S. dollar payments and at which the
applicable dealer commits to execute a contract. If three such bid quotations
are not available on the second Market Day preceding the date of payment of
principal (and premium, if any) or interest for any Note, such payment will be
made in the Specified Currency. All currency exchange costs associated with
any payment in U.S. dollars on any such Note will be borne by the Holder
thereof by deductions from such payment.
A Holder of a Foreign Currency Note may elect to receive payment of the
principal of and premium, if any, and interest on such Note in the Specified
Currency by submitting a written request for such payment to the Trustee at
its Corporate Trust Office in The City of New York on or prior to the
applicable record date or at least 15 calendar days prior to the Maturity
Date, as the case may be. Such written request may be mailed or
hand-delivered or sent by cable, telex or other form of facsimile
transmission. A Holder of a Foreign Currency Note may elect to receive
payment in the applicable Specified Currency for all such principal, premium,
if any, and interest payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice
to the Trustee, but written notice of any such revocation must be received by
the Trustee on or prior to the applicable Record Date or at least 15 calendar
days prior to the MaturityDate, as the case may be, Holders of Foreign
Currency Notes whose Notes are to be held in the name of a broker or nominee
should contact such broker or nominee to determine whether and how an election
to receive payments in the applicable Specified Currency may be made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than
ECUs) is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled
to satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company or the ECU is used neither as the unit of account of
the European Communities nor as the currency of the European Union, the
Company will be entitled to satisfy its obligations to the Holder of such Note
by making such payment (including any such payment at maturity) in a component
currency of the ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign Currency
Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 A.M. New York City
time, on the second Market Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of whom may be the Exchange
Rate Agent) selected by the Exchange Rate Agent and approved by the Company
for the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Foreign Currency Notes scheduled to receive
U.S. dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of such
Foreign Currency Note by deductions from such payments. If three such bid
quotations are not available, payments will be made in the Specified Currency.
If the applicable Specified Currency is not available for the payment of
principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such payment
in U.S. dollars on the basis of the Market Exchange Rate on the second Market
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise specified in the applicable Pricing Supplement. The "Market
Exchange Rate" for a Specified Currency other than U.S. dollars means the noon
dollar buying rate in The City of New York for the cable transfer for such
Specified Currency as certified for customs purposes by (or if not so
certified, as otherwise determined by) the Federal Reserve Bank of New York.
If payment in respect of a Foreign Currency Note is required to be made in any
currency unit (e.g., ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company's
control, then the Company will be entitled, but not required, to make any
payments in respect of such Note in U.S. dollars until such currency unit is
again available. The amount of each payment in U.S. dollars shall be computed
on the basis of the equivalent of the currency unit in U.S. dollars, which
shall be determined by the Company or its agent on the following basis. The
component currencies of the currency unit for this purpose (collectively, the
"Component Currencies" and each, a "Component Currency") shall be the
currency amounts that were components of the currency unit as of the last day
on which the currency unit was used. The equivalent of the currency unit in
U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of
the Component Currencies. The U.S. dollar equivalent of each of the Component
Currencies shall be determined by the Company or its agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or
more Component Currencies are consolidated into a single currency, the amounts
of those currencies as Component Currencies shall be replaced by an amount in
such single currency equal to the sum of the amounts of the consolidated
Component Currencies expressed in such single currency. If any Component
Currency is divided into two or more currencies, the amount of the original
Component Currency shall be replaced by the amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error,
be conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above, in the Addendum hereto,
which further provisions shall have the same force and effect as if set forth
on the face hereof.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to
be executed.
WEINGARTEN REALTY INVESTORS
By: __________________________
Name: __________________________
Title: __________________________
Attest:
By: __________________________
Name: ___________________
Title: ___________________
Dated: August 13, 1996
<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Signatory for
Chemical Bank, as Agent for
Texas Commerce Bank National Association
<PAGE>
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of May 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company and Texas Commerce Bank National
Association, as Trustee (the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Debt Securities, and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. This Note is one of the series of Debt Securities designated as
"Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the
"Notes"). All terms used but not defined in this Note specified on the face
hereof or in an Addendum hereto shall have the meanings assigned to such terms
in the Indenture.
This Note is issuable only in registered form without coupons. Notes
denominated in U.S. dollars will be initially issued in denominations of
$1,000 and integral multiples thereof, and Notes denominated in other than
U.S. dollars will be initially issued in denominations of the amount of the
Specified Currency for such Note equivalent, at the noon buying rate for cable
transfers in The City of New York for such Specified Currency (the "Exchange
Rate") on the first Market Day next preceding the date on which the Company
accepts the offer to purchase such Note, to $1,000 and integral multiples
thereof (or the equivalent thereof in the Specified Currency for such Note).
Interest rates offered by the Company with respect to a Note may differ
depending upon, among other things, the aggregate principal amount of the
Notes purchased in any single transaction.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated
Maturity Date.
This Note will be subject to redemption at the option of the Company on
any date on and after the Redemption Commencement Date, if any, specified on
the face hereof, in whole or from time to time in part in increments of U.S.
$1,000 or the minimum authorized denomination (provided that any remaining
principal amount hereof shall be at least U.S. $1,000 or such minimum
authorized denomination, at the Redemption Price (as defined below), together
with unpaid interest accrued thereon to the date fixed for redemption (each, a
"Redemption Date"), on notice given no more than60 nor less than 30 calendar
days prior to the Redemption Date and in accordance with the provisions of the
Indenture. The "Redemption Price" shall initially be the Initial Redemption
Percentage specified on the face hereof multiplied by the unpaid principal
amount of this Note to be redeemed. The Initial Redemption Percentage shall
decline at each anniversary of the Redemption Commencement Date by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof until
the Redemption Price is 100% of unpaid principal amount to be redeemed. In
the event of redemption of the Note in part only, a new Note of like tenor for
the unredeemed portion hereof and otherwise having the same terms as this Note
shall be issued in the name of the Holder hereof upon the presentation and
surrender hereof.
This Note will be subject to repayment by the Company at the option of
the Holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S. $1,000 or the minimum
authorized denomination (provided that any remaining principal amount hereof
shall be a minimum authorized denomination), at a repayment price equal to
100% of the unpaid principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (each, a "Repayment
Date"). For this Note to be repaid, this Note must be received, together with
the form herein entitled "Option to Elect Repayment" duly completed, by the
Trustee at its corporate trust office not more than 60 nor less than 30
calendar days prior to the Repayment Date. Exercise of such repayment option
by the Holder hereof will be irrevocable. In the event of repayment of this
Note in part only, a new Note of like tenor for the unrepaid portion hereof
and otherwise having the same terms as this Note shall be issued in the name
of the Holder hereof upon the presentation and surrender hereof.
If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus
(ii) with respect to any redemption, the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any portion
of such Issue Price which has been paid prior to the Redemption Date, or the
portion of the Issue Price (or the net amount) proportionate to the portion of
the unpaid principal amount to be redeemed, plus (iii) any accrued interest to
the date of such event the payment of which would constitute qualified stated
interest payments within the meaning of Treasury Regulation 1.1273-1(c) under
the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized
Face Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the
aggregate portions of the original issue discount (the excess of the amounts
considered as part of the "stated redemption price at maturity" of this Note
within the meaning of Section 1273(a)(2) of the Code, whether denominated as
principal or interest, over the Issue Price) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the Original Issue Date to the date of
determination, minus (iii) any amount considered as partof the "stated
redemption price at maturity" of this Note which has been paid from the
Original Issue Date to the date of determination.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by
the Company and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities, on behalf of the Holders of all
such Debt Securities, to waive compliance by the Company with certain
provisions of the Indenture. Furthermore, provisions in the Indenture permit
the Holders of not less than a majority of the aggregate principal amount of
the outstanding Debt Securities, in certain instances, to waive, on behalf of
all of the Holders of Debt Securities of such series, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and other Notes issued upon the registration
of transfer hereof or in exchange heretofore or in lieu hereof, whether or not
notation of such consent or waiver is made upon the Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place where the
principal hereof and any premium or interest hereon are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM- as tenants in common UNIF GIFT MIN ACT-______Custodian______
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with rights of
survivorship and not as tenants in common Act_______________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------
| |
|_____________________________________|_____________________________________
| |
|_____________________________________|_____________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
___________________________________________________________________ Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date: __________________ Notice: The signature(s) on this assignment must
correspond with the name(s) as written upon the
face of the within Note in every particular, without
alteration or enlargement or any change whatsoever.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms
at a price equal to 100% of the principal amount to be repaid, together with
unpaid interest accrued hereon to the Repayment Date, to the undersigned, at
____________________________________________________
_______________________________________________________________
__________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate
trust office, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if
the Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid: $_________ ====================================================
Notice: the signature(s) on this Option to Elect
Repayment must correspond with the name(s) as
Date:___________________ written upon the face of the within Note in every
particular, without alteration or enlargement or any
change whatsoever.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR-014 94874R AQ 9 $15,000,000.00
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
August 14, 1996 7.44% August 19, 2011
INTEREST PAYMENT DATE(S) RECORD DATE(S): DEFAULT RATE:
[ x ] 3/15 and 9/15 [ x ] 3/1 and 9/1 N/A
[ ] Other: [ ] Other:
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE
DATE: REDUCTION:
N/A N/A N/A
OPTIONAL REPAYMENT
DATE(S):
N/A
[ ] Check if an Original Issue
Discount Note Issue Price: %
- --------------------------------------------
1. paragraph applies to Global Securities only.
SPECIFIED CURRENCY:
[ x ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
N/A
AUTHORIZED DENOMINATION:
[ x ] $1,000 and integral multiples
thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ x ] No
OTHER/ADDITIONAL PROVISIONS:
N/A
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of $15,000,000.00, on the Stated Maturity Date
specified above (or any Redemption Date or Repayment Date, each as defined on
the reverse hereof) (each such Stated Maturity Date, Redemption Date or
Repayment Date being hereinafter referred to as the "Maturity Date") with
respect to the principal repayable on such date) and to pay interest thereon,
at the Interest Rate per annum specified above, until the principal hereof is
paid or duly made available for payment, and (to the extent that the payment
of such interest shall be legally enforceable) at the Default Rate per annum
specified above on any overdue principal, premium and/or interest. The
Company will pay interest in arrears on each Interest Payment Date, if any,
specified above (each, an "Interest Payment Date"), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date; provided, however, that if the Original Issue
Date occurs between a Regular Record Date (as defined below) and the next
succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date next succeeding the Original Issue Date to the
Holder of this Note on the Regular Record Date with respect to such second
Interest Payment Date. Interest on this Note will be computed on the basis of
a 360-day year of twelve 30-day months.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly
provided for (or from, and including, the Original Issue Date if no interest
has been paid or duly provided for with respect to this Note) to, but
excluding, the applicable Interest Payment Date or the Maturity Date, as the
case may be (each, an "Interest Period"). The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid to the person in whose
name this Note (or one or more predecessor Notes) is registered at the close
of business on the March 1 and September 1 next preceding the March 15 and
September 15 (whether or not a Market Day, as defined below) Interest Payment
Dates (the "Regular Record Date"); provided, however, that interest
payable on the Maturity Date will be payable to the person to whom the
principal hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for on any Interest Payment
Date with respect to this Note ("Defaulted Interest") will forthwith cease to
be payable to the Holder on the Regular Record Date, and shall be paid to the
person in whose name this Note is registered at the close of business on a
special record date (the "Special Record Date") for the payment of such
Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice
whereof shall be given to the Holder of this Note by the Trustee not less than
10 calendar daysprior to such Special Record Date, or shall be paid at any
time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
"Business Day", as used herein for any particular location, means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in such location are authorized or obligated by law or
executive order to close.
Payment of principal of (and premium, if any) and any interest in respect
of this Note due on the Maturity Date to be made in U.S. dollars will be made
in immediately available funds upon presentation and surrender of this Note
(and, with respect to any applicable repayment of this Note, a duly completed
election form as contemplated on the reverse hereof) at the Paying Agent
Office as the Company may determine; provided, however, that if such
payment is to be made in a Specified Currency other than U.S. dollars as set
forth below, such payment will be made by wire transfer of immediately
available funds to an account with a bank located in the Principal Financial
Center of the country issuing the Specified Currency (or, for Notes
denominated in European Currency Units ("ECUs"), to an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have been
designated by the Holder hereof at least five Business Days prior to the
Maturity Date, provided that such bank has appropriate facilities therefor and
that this Note (and, if applicable, a duly completed election form) is
presented and surrendered at the aforementioned Paying Agent Office in time
for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. Such designation shall be made by filing the
appropriate information with the Paying Agent at the Paying Agent Office in
The City of New York, and, unless revoked, any such designation made with
respect to this Note by its registered Holder will remain in effect with
respect to any further payments with respect to this Note payable to its
Holder. If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received by the Paying
Agent on or before the requisite date or for any other reason, a notice will
be mailed to the Holder of this Note at its registered address requesting a
designation pursuant to which such wire transfer can be made and, upon the
Paying Agent's receipt of such a designation, such payment will be made within
five Business Days of such receipt. The Company will pay any administrative
costs imposed by banks in connection with making payments by wire transfer,
but any tax, assessment or governmental charge imposed upon payments will be
borne by the Holder of this Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars will be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
Security Register maintained at the Payment Agent Office; provided,
however, that a Holder of U.S. $10,000,000 (or, if the Specified Currency
specified above is other than U.S. dollars, the equivalent thereof in the
Specified Currency) or more in aggregate principal amount of Notes (whether
having identical or different terms and provisions) will be entitled to
receive interest payments on such Interest Payment Date by wire transfer of
immediately availablefunds if appropriate wire transfer instructions have been
received in writing by the Paying Agent not less than five calendar days prior
to such Interest Payment Date. Any such wire transfer instructions received
by the Paying Agent shall remain in effect until revoked by such Holder.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Market Day (as defined below), the required payment of principal,
premium, if any, and/or interest need not be made on such day, but may be made
on the next succeeding Market Day with the same force and effect as if made on
the date such payment was due, and no interest shall accrue with respect to
such payment for the period from and after such Interest Payment Date or the
Maturity Date, as the case may be, to the date of such payment on the next
succeeding Market Day.
As used herein, "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which is to
be made in a Specified Currency other than U.S. dollars, any Business Day in
The City of New York;
(b) for a Note the payment in respect of which is to be made in a
Specified Currency other than U.S. dollars, any Business Day in the Principal
Financial Center (as defined below) of the country issuing such Specified
Currency which is also a Business Day in The City of New York; and
(c) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in The City of New York that is also not a day that appears as an
ECU non-settlement day on the display designated as "ISDE" on the Reuters
Monitor Money Rates Service (or a day so designed by the ECU Banking
Association) or, if the ECU non-settlement days do not appear on that page
(and are not so designated), is not a day on which payments in ECUs cannot be
settled in the international interbank market).
"Principal Financial Center" means the capital city of the country
issuing the Specified Currency in respect of which payment on the Notes is to
be made, except that with respect to U.S. dollars, Australian dollars, German
Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the Specified Currency (or, if the
Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts, in such other coin or currency of the
country which issued the Specified Currency as at the time of such payment is
legal tender for the payment of such debts). If the Specified Currency is
other than U.S. dollars, any such amounts so payable by the Company will be
converted by the Exchange Rate Agent specified above into U.S.dollars for
payment to the Holder of this Note; provided, however, that the Holder of
this Note may elect to receive such amounts in the Specified Currency pursuant
to the provisions set forth below.
Payments of principal of (and premium, if any) and interest on any Note
denominated in a Specified Currency other than U.S. dollars (a "Foreign
Currency Note") will be made in U.S. dollars if the registered Holder of such
Note on the relevant Regular Record Date, or at maturity, as the case may be,
has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in The City of New York on or before
such Regular Record Date, or the date 15 days before maturity, as the case may
be. Such request may be in writing (mailed or hand delivered) or sent by
cable, telex, or other form of facsimile transmission. Any such request made
for any Note by a registered Holder will remain in effect for any further
payments of principal of (and premium, if any) and interest on such Note
payable to such Holder, unless such request is revoked on or before the
relevant Regular Record Date or the date 15 days before maturity, as the case
may be. Holders of Notes denominated in a Specified Currency other than U.S.
dollars that are registered in the name of a broker or nominee should contact
such broker or nominee to determine whether and how to elect to receive
payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign Currency
Note who elects to receive payment in U.S. dollars will be based on the
highest bid quotation in The City of New York received by the Exchange Rate
Agent as of 11:00 a.m., New York City time, on the second Market Day next
preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on
such payment date in the aggregate amount of the Specified Currency payable to
all Holders of Notes electing to receive U.S. dollar payments and at which the
applicable dealer commits to execute a contract. If three such bid quotations
are not available on the second Market Day preceding the date of payment of
principal (and premium, if any) or interest for any Note, such payment will be
made in the Specified Currency. All currency exchange costs associated with
any payment in U.S. dollars on any such Note will be borne by the Holder
thereof by deductions from such payment.
A Holder of a Foreign Currency Note may elect to receive payment of the
principal of and premium, if any, and interest on such Note in the Specified
Currency by submitting a written request for such payment to the Trustee at
its Corporate Trust Office in The City of New York on or prior to the
applicable record date or at least 15 calendar days prior to the Maturity
Date, as the case may be. Such written request may be mailed or
hand-delivered or sent by cable, telex or other form of facsimile
transmission. A Holder of a Foreign Currency Note may elect to receive
payment in the applicable Specified Currency for all such principal, premium,
if any, and interest payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice
to the Trustee, but written notice of any such revocation must be received by
the Trustee on or prior to the applicable Record Date or at least 15 calendar
days prior to the MaturityDate, as the case may be, Holders of Foreign
Currency Notes whose Notes are to be held in the name of a broker or nominee
should contact such broker or nominee to determine whether and how an election
to receive payments in the applicable Specified Currency may be made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than
ECUs) is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled
to satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company or the ECU is used neither as the unit of account of
the European Communities nor as the currency of the European Union, the
Company will be entitled to satisfy its obligations to the Holder of such Note
by making such payment (including any such payment at maturity) in a component
currency of the ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign Currency
Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 A.M. New York City
time, on the second Market Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of whom may be the Exchange
Rate Agent) selected by the Exchange Rate Agent and approved by the Company
for the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Foreign Currency Notes scheduled to receive
U.S. dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of such
Foreign Currency Note by deductions from such payments. If three such bid
quotations are not available, payments will be made in the Specified Currency.
If the applicable Specified Currency is not available for the payment of
principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such payment
in U.S. dollars on the basis of the Market Exchange Rate on the second Market
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise specified in the applicable Pricing Supplement. The "Market
Exchange Rate" for a Specified Currency other than U.S. dollars means the noon
dollar buying rate in The City of New York for the cable transfer for such
Specified Currency as certified for customs purposes by (or if not so
certified, as otherwise determined by) the Federal Reserve Bank of New York.
If payment in respect of a Foreign Currency Note is required to be made in any
currency unit (e.g., ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company's
control, then the Company will be entitled, but not required, to make any
payments in respect of such Note in U.S. dollars until such currency unit is
again available. The amount of each payment in U.S. dollars shall be computed
on the basis of the equivalent of the currency unit in U.S. dollars, which
shall be determined by the Company or its agent on the following basis. The
component currencies of the currency unit for this purpose (collectively, the
"Component Currencies" and each, a "Component Currency") shall be the
currency amounts that were components of the currency unit as of the last day
on which the currency unit was used. The equivalent of the currency unit in
U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of
the Component Currencies. The U.S. dollar equivalent of each of the Component
Currencies shall be determined by the Company or its agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or
more Component Currencies are consolidated into a single currency, the amounts
of those currencies as Component Currencies shall be replaced by an amount in
such single currency equal to the sum of the amounts of the consolidated
Component Currencies expressed in such single currency. If any Component
Currency is divided into two or more currencies, the amount of the original
Component Currency shall be replaced by the amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error,
be conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above, in the Addendum hereto,
which further provisions shall have the same force and effect as if set forth
on the face hereof.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to
be executed.
WEINGARTEN REALTY INVESTORS
By:_____________________________
Name: __________________________
Title: ___________________________
Attest:
By: ________________________
Name: ___________________
Title: ___________________
Dated: August 14, 1996
<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Signatory for
Chemical Bank, as Agent for
Texas Commerce Bank National Association
<PAGE>
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of May 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company and Texas Commerce Bank National
Association, as Trustee (the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Debt Securities, and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. This Note is one of the series of Debt Securities designated as
"Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the
"Notes"). All terms used but not defined in this Note specified on the face
hereof or in an Addendum hereto shall have the meanings assigned to such terms
in the Indenture.
This Note is issuable only in registered form without coupons. Notes
denominated in U.S. dollars will be initially issued in denominations of
$1,000 and integral multiples thereof, and Notes denominated in other than
U.S. dollars will be initially issued in denominations of the amount of the
Specified Currency for such Note equivalent, at the noon buying rate for cable
transfers in The City of New York for such Specified Currency (the "Exchange
Rate") on the first Market Day next preceding the date on which the Company
accepts the offer to purchase such Note, to $1,000 and integral multiples
thereof (or the equivalent thereof in the Specified Currency for such Note).
Interest rates offered by the Company with respect to a Note may differ
depending upon, among other things, the aggregate principal amount of the
Notes purchased in any single transaction.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated
Maturity Date.
This Note will be subject to redemption at the option of the Company on
any date on and after the Redemption Commencement Date, if any, specified on
the face hereof, in whole or from time to time in part in increments of U.S.
$1,000 or the minimum authorized denomination (provided that any remaining
principal amount hereof shall be at least U.S. $1,000 or such minimum
authorized denomination, at the Redemption Price (as defined below), together
with unpaid interest accrued thereon to the date fixed for redemption (each, a
"Redemption Date"), on notice given no more than60 nor less than 30 calendar
days prior to the Redemption Date and in accordance with the provisions of the
Indenture. The "Redemption Price" shall initially be the Initial Redemption
Percentage specified on the face hereof multiplied by the unpaid principal
amount of this Note to be redeemed. The Initial Redemption Percentage shall
decline at each anniversary of the Redemption Commencement Date by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof until
the Redemption Price is 100% of unpaid principal amount to be redeemed. In
the event of redemption of the Note in part only, a new Note of like tenor for
the unredeemed portion hereof and otherwise having the same terms as this Note
shall be issued in the name of the Holder hereof upon the presentation and
surrender hereof.
This Note will be subject to repayment by the Company at the option of
the Holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S. $1,000 or the minimum
authorized denomination (provided that any remaining principal amount hereof
shall be a minimum authorized denomination), at a repayment price equal to
100% of the unpaid principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (each, a "Repayment
Date"). For this Note to be repaid, this Note must be received, together with
the form herein entitled "Option to Elect Repayment" duly completed, by the
Trustee at its corporate trust office not more than 60 nor less than 30
calendar days prior to the Repayment Date. Exercise of such repayment option
by the Holder hereof will be irrevocable. In the event of repayment of this
Note in part only, a new Note of like tenor for the unrepaid portion hereof
and otherwise having the same terms as this Note shall be issued in the name
of the Holder hereof upon the presentation and surrender hereof.
If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus
(ii) with respect to any redemption, the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any portion
of such Issue Price which has been paid prior to the Redemption Date, or the
portion of the Issue Price (or the net amount) proportionate to the portion of
the unpaid principal amount to be redeemed, plus (iii) any accrued interest to
the date of such event the payment of which would constitute qualified stated
interest payments within the meaning of Treasury Regulation 1.1273-1(c) under
the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized
Face Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the
aggregate portions of the original issue discount (the excess of the amounts
considered as part of the "stated redemption price at maturity" of this Note
within the meaning of Section 1273(a)(2) of the Code, whether denominated as
principal or interest, over the Issue Price) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the Original Issue Date to the date of
determination, minus (iii) any amount considered as partof the "stated
redemption price at maturity" of this Note which has been paid from the
Original Issue Date to the date of determination.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by
the Company and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities, on behalf of the Holders of all
such Debt Securities, to waive compliance by the Company with certain
provisions of the Indenture. Furthermore, provisions in the Indenture permit
the Holders of not less than a majority of the aggregate principal amount of
the outstanding Debt Securities, in certain instances, to waive, on behalf of
all of the Holders of Debt Securities of such series, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and other Notes issued upon the registration
of transfer hereof or in exchange heretofore or in lieu hereof, whether or not
notation of such consent or waiver is made upon the Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place where the
principal hereof and any premium or interest hereon are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM- as tenants in common UNIF GIFT MIN ACT -____Custodian_____
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with rights of
survivorship and not as tenants in common Act_____________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
| |
|_____________________________________|_____________________________________
| |
|_____________________________________|_____________________________________
___________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
___________________________________________________________________________
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
____________________________________________________________________
Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date: ___________ Notice: The signature(s) on this assignment must
correspond with the name(s) as written upon the
face of the within Note in every particular, without
alteration or enlargement or any change whatsoever.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms
at a price equal to 100% of the principal amount to be repaid, together with
unpaid interest accrued hereon to the Repayment Date, to the undersigned, at
____________________________________________________
_______________________________________________________________
__________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate
trust office, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if
the Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid:$______________
Notice: The signature(s) on this
Otion to Elect
Date: Repayment must correspond with the name(s)
as written upon the face of the within Note
in every particular, without alteration or
enlargement or any change whatsoever.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR-012 94874R AM 8 $15,000,000.00
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
August 6, 1996 7.39% August 6, 2008
INTEREST PAYMENT DATE(S) RECORD DATE(S): DEFAULT RATE:
[ x ] 3/15 and 9/15 [ x ] 3/1 and 9/1 N/A
[ ] Other: [ ] Other:
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE
DATE: REDUCTION:
N/A N/A N/A
OPTIONAL REPAYMENT
DATE(S):
N/A
[ ] Check if an Original Issue
Discount Note Issue Price: %
____________________________________________________________
1. This paragraph applies to Global Securities only.
SPECIFIED CURRENCY:
[ x ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
N/A
AUTHORIZED DENOMINATION:
[ x ] $1,000 and integral multiples
thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ x ] No
OTHER/ADDITIONAL PROVISIONS:
N/A
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of $15,000,000.00, on the Stated Maturity Date
specified above (or any Redemption Date or Repayment Date, each as defined on
the reverse hereof) (each such Stated Maturity Date, Redemption Date or
Repayment Date being hereinafter referred to as the "Maturity Date") with
respect to the principal repayable on such date) and to pay interest thereon,
at the Interest Rate per annum specified above, until the principal hereof is
paid or duly made available for payment, and (to the extent that the payment
of such interest shall be legally enforceable) at the Default Rate per annum
specified above on any overdue principal, premium and/or interest. The
Company will pay interest in arrears on each Interest Payment Date, if any,
specified above (each, an "Interest Payment Date"), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date; provided, however, that if the Original Issue
Date occurs between a Regular Record Date (as defined below) and the next
succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date next succeeding the Original Issue Date to the
Holder of this Note on the Regular Record Date with respect to such second
Interest Payment Date. Interest on this Note will be computed on the basis of
a 360-day year of twelve 30-day months.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly
provided for (or from, and including, the Original Issue Date if no interest
has been paid or duly provided for with respect to this Note) to, but
excluding, the applicable Interest Payment Date or the Maturity Date, as the
case may be (each, an "Interest Period"). The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid to the person in whose
name this Note (or one or more predecessor Notes) is registered at the close
of business on the March 1 and September 1 next preceding the March 15 and
September 15 (whether or not a Market Day, as defined below) Interest Payment
Dates (the "Regular Record Date"); provided, however, that interest
payable on the Maturity Date will be payable to the person to whom the
principal hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for on any Interest Payment
Date with respect to this Note ("Defaulted Interest") will forthwith cease to
be payable to the Holder on the Regular Record Date, and shall be paid to the
person in whose name this Note is registered at the close of business on a
special record date (the "Special Record Date") for the payment of such
Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice
whereof shall be given to the Holder of this Note by the Trustee not less than
10 calendar daysprior to such Special Record Date, or shall be paid at any
time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
"Business Day", as used herein for any particular location, means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in such location are authorized or obligated by law or
executive order to close.
Payment of principal of (and premium, if any) and any interest in respect
of this Note due on the Maturity Date to be made in U.S. dollars will be made
in immediately available funds upon presentation and surrender of this Note
(and, with respect to any applicable repayment of this Note, a duly completed
election form as contemplated on the reverse hereof) at the Paying Agent
Office as the Company may determine; provided, however, that if such
payment is to be made in a Specified Currency other than U.S. dollars as set
forth below, such payment will be made by wire transfer of immediately
available funds to an account with a bank located in the Principal Financial
Center of the country issuing the Specified Currency (or, for Notes
denominated in European Currency Units ("ECUs"), to an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have been
designated by the Holder hereof at least five Business Days prior to the
Maturity Date, provided that such bank has appropriate facilities therefor and
that this Note (and, if applicable, a duly completed election form) is
presented and surrendered at the aforementioned Paying Agent Office in time
for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. Such designation shall be made by filing the
appropriate information with the Paying Agent at the Paying Agent Office in
The City of New York, and, unless revoked, any such designation made with
respect to this Note by its registered Holder will remain in effect with
respect to any further payments with respect to this Note payable to its
Holder. If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received by the Paying
Agent on or before the requisite date or for any other reason, a notice will
be mailed to the Holder of this Note at its registered address requesting a
designation pursuant to which such wire transfer can be made and, upon the
Paying Agent's receipt of such a designation, such payment will be made within
five Business Days of such receipt. The Company will pay any administrative
costs imposed by banks in connection with making payments by wire transfer,
but any tax, assessment or governmental charge imposed upon payments will be
borne by the Holder of this Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars will be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
Security Register maintained at the Payment Agent Office; provided,
however, that a Holder of U.S. $10,000,000 (or, if the Specified Currency
specified above is other than U.S. dollars, the equivalent thereof in the
Specified Currency) or more in aggregate principal amount of Notes (whether
having identical or different terms and provisions) will be entitled to
receive interest payments on such Interest Payment Date by wire transfer of
immediately availablefunds if appropriate wire transfer instructions have been
received in writing by the Paying Agent not less than five calendar days prior
to such Interest Payment Date. Any such wire transfer instructions received
by the Paying Agent shall remain in effect until revoked by such Holder.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Market Day (as defined below), the required payment of principal,
premium, if any, and/or interest need not be made on such day, but may be made
on the next succeeding Market Day with the same force and effect as if made on
the date such payment was due, and no interest shall accrue with respect to
such payment for the period from and after such Interest Payment Date or the
Maturity Date, as the case may be, to the date of such payment on the next
succeeding Market Day.
As used herein, "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which is to
be made in a Specified Currency other than U.S. dollars, any Business Day in
The City of New York;
(b) for a Note the payment in respect of which is to be made in a
Specified Currency other than U.S. dollars, any Business Day in the Principal
Financial Center (as defined below) of the country issuing such Specified
Currency which is also a Business Day in The City of New York; and
(c) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in The City of New York that is also not a day that appears as an
ECU non-settlement day on the display designated as "ISDE" on the Reuters
Monitor Money Rates Service (or a day so designed by the ECU Banking
Association) or, if the ECU non-settlement days do not appear on that page
(and are not so designated), is not a day on which payments in ECUs cannot be
settled in the international interbank market).
"Principal Financial Center" means the capital city of the country
issuing the Specified Currency in respect of which payment on the Notes is to
be made, except that with respect to U.S. dollars, Australian dollars, German
Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the Specified Currency (or, if the
Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts, in such other coin or currency of the
country which issued the Specified Currency as at the time of such payment is
legal tender for the payment of such debts). If the Specified Currency is
other than U.S. dollars, any such amounts so payable by the Company will be
converted by the Exchange Rate Agent specified above into U.S.dollars for
payment to the Holder of this Note; provided, however, that the Holder of
this Note may elect to receive such amounts in the Specified Currency pursuant
to the provisions set forth below.
Payments of principal of (and premium, if any) and interest on any Note
denominated in a Specified Currency other than U.S. dollars (a "Foreign
Currency Note") will be made in U.S. dollars if the registered Holder of such
Note on the relevant Regular Record Date, or at maturity, as the case may be,
has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in The City of New York on or before
such Regular Record Date, or the date 15 days before maturity, as the case may
be. Such request may be in writing (mailed or hand delivered) or sent by
cable, telex, or other form of facsimile transmission. Any such request made
for any Note by a registered Holder will remain in effect for any further
payments of principal of (and premium, if any) and interest on such Note
payable to such Holder, unless such request is revoked on or before the
relevant Regular Record Date or the date 15 days before maturity, as the case
may be. Holders of Notes denominated in a Specified Currency other than U.S.
dollars that are registered in the name of a broker or nominee should contact
such broker or nominee to determine whether and how to elect to receive
payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign Currency
Note who elects to receive payment in U.S. dollars will be based on the
highest bid quotation in The City of New York received by the Exchange Rate
Agent as of 11:00 a.m., New York City time, on the second Market Day next
preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on
such payment date in the aggregate amount of the Specified Currency payable to
all Holders of Notes electing to receive U.S. dollar payments and at which the
applicable dealer commits to execute a contract. If three such bid quotations
are not available on the second Market Day preceding the date of payment of
principal (and premium, if any) or interest for any Note, such payment will be
made in the Specified Currency. All currency exchange costs associated with
any payment in U.S. dollars on any such Note will be borne by the Holder
thereof by deductions from such payment.
A Holder of a Foreign Currency Note may elect to receive payment of the
principal of and premium, if any, and interest on such Note in the Specified
Currency by submitting a written request for such payment to the Trustee at
its Corporate Trust Office in The City of New York on or prior to the
applicable record date or at least 15 calendar days prior to the Maturity
Date, as the case may be. Such written request may be mailed or
hand-delivered or sent by cable, telex or other form of facsimile
transmission. A Holder of a Foreign Currency Note may elect to receive
payment in the applicable Specified Currency for all such principal, premium,
if any, and interest payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice
to the Trustee, but written notice of any such revocation must be received by
the Trustee on or prior to the applicable Record Date or at least 15 calendar
days prior to the MaturityDate, as the case may be, Holders of Foreign
Currency Notes whose Notes are to be held in the name of a broker or nominee
should contact such broker or nominee to determine whether and how an election
to receive payments in the applicable Specified Currency may be made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than
ECUs) is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled
to satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company or the ECU is used neither as the unit of account of
the European Communities nor as the currency of the European Union, the
Company will be entitled to satisfy its obligations to the Holder of such Note
by making such payment (including any such payment at maturity) in a component
currency of the ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign Currency
Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 A.M. New York City
time, on the second Market Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of whom may be the Exchange
Rate Agent) selected by the Exchange Rate Agent and approved by the Company
for the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Foreign Currency Notes scheduled to receive
U.S. dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of such
Foreign Currency Note by deductions from such payments. If three such bid
quotations are not available, payments will be made in the Specified Currency.
If the applicable Specified Currency is not available for the payment of
principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such payment
in U.S. dollars on the basis of the Market Exchange Rate on the second Market
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise specified in the applicable Pricing Supplement. The "Market
Exchange Rate" for a Specified Currency other than U.S. dollars means the noon
dollar buying rate in The City of New York for the cable transfer for such
Specified Currency as certified for customs purposes by (or if not so
certified, as otherwise determined by) the Federal Reserve Bank of New York.
If payment in respect of a Foreign Currency Note is required to be made in any
currency unit (e.g., ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company's
control, then the Company will be entitled, but not required, to make any
payments in respect of such Note in U.S. dollars until such currency unit is
again available. The amount of each payment in U.S. dollars shall be computed
on the basis of the equivalent of the currency unit in U.S. dollars, which
shall be determined by the Company or its agent on the following basis. The
component currencies of the currency unit for this purpose (collectively, the
"Component Currencies" and each, a "Component Currency") shall be the
currency amounts that were components of the currency unit as of the last day
on which the currency unit was used. The equivalent of the currency unit in
U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of
the Component Currencies. The U.S. dollar equivalent of each of the Component
Currencies shall be determined by the Company or its agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or
more Component Currencies are consolidated into a single currency, the amounts
of those currencies as Component Currencies shall be replaced by an amount in
such single currency equal to the sum of the amounts of the consolidated
Component Currencies expressed in such single currency. If any Component
Currency is divided into two or more currencies, the amount of the original
Component Currency shall be replaced by the amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error,
be conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above, in the Addendum hereto,
which further provisions shall have the same force and effect as if set forth
on the face hereof.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to
be executed.
WEINGARTEN REALTY INVESTORS
By:__________________________________
Name: ______________________________
Title: ___________________________
Attest:
By: ____________________________
Name: _____________________
Title: __________________
Dated: August 1, 1996
<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Signatory for
Chemical Bank, as Agent for
Texas Commerce Bank National Association
<PAGE>
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of May 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company and Texas Commerce Bank National
Association, as Trustee (the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Debt Securities, and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. This Note is one of the series of Debt Securities designated as
"Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the
"Notes"). All terms used but not defined in this Note specified on the face
hereof or in an Addendum hereto shall have the meanings assigned to such terms
in the Indenture.
This Note is issuable only in registered form without coupons. Notes
denominated in U.S. dollars will be initially issued in denominations of
$1,000 and integral multiples thereof, and Notes denominated in other than
U.S. dollars will be initially issued in denominations of the amount of the
Specified Currency for such Note equivalent, at the noon buying rate for cable
transfers in The City of New York for such Specified Currency (the "Exchange
Rate") on the first Market Day next preceding the date on which the Company
accepts the offer to purchase such Note, to $1,000 and integral multiples
thereof (or the equivalent thereof in the Specified Currency for such Note).
Interest rates offered by the Company with respect to a Note may differ
depending upon, among other things, the aggregate principal amount of the
Notes purchased in any single transaction.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated
Maturity Date.
This Note will be subject to redemption at the option of the Company on
any date on and after the Redemption Commencement Date, if any, specified on
the face hereof, in whole or from time to time in part in increments of U.S.
$1,000 or the minimum authorized denomination (provided that any remaining
principal amount hereof shall be at least U.S. $1,000 or such minimum
authorized denomination, at the Redemption Price (as defined below), together
with unpaid interest accrued thereon to the date fixed for redemption (each, a
"Redemption Date"), on notice given no more than60 nor less than 30 calendar
days prior to the Redemption Date and in accordance with the provisions of the
Indenture. The "Redemption Price" shall initially be the Initial Redemption
Percentage specified on the face hereof multiplied by the unpaid principal
amount of this Note to be redeemed. The Initial Redemption Percentage shall
decline at each anniversary of the Redemption Commencement Date by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof until
the Redemption Price is 100% of unpaid principal amount to be redeemed. In
the event of redemption of the Note in part only, a new Note of like tenor for
the unredeemed portion hereof and otherwise having the same terms as this Note
shall be issued in the name of the Holder hereof upon the presentation and
surrender hereof.
This Note will be subject to repayment by the Company at the option of
the Holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S. $1,000 or the minimum
authorized denomination (provided that any remaining principal amount hereof
shall be a minimum authorized denomination), at a repayment price equal to
100% of the unpaid principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (each, a "Repayment
Date"). For this Note to be repaid, this Note must be received, together with
the form herein entitled "Option to Elect Repayment" duly completed, by the
Trustee at its corporate trust office not more than 60 nor less than 30
calendar days prior to the Repayment Date. Exercise of such repayment option
by the Holder hereof will be irrevocable. In the event of repayment of this
Note in part only, a new Note of like tenor for the unrepaid portion hereof
and otherwise having the same terms as this Note shall be issued in the name
of the Holder hereof upon the presentation and surrender hereof.
If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus
(ii) with respect to any redemption, the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any portion
of such Issue Price which has been paid prior to the Redemption Date, or the
portion of the Issue Price (or the net amount) proportionate to the portion of
the unpaid principal amount to be redeemed, plus (iii) any accrued interest to
the date of such event the payment of which would constitute qualified stated
interest payments within the meaning of Treasury Regulation 1.1273-1(c) under
the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized
Face Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the
aggregate portions of the original issue discount (the excess of the amounts
considered as part of the "stated redemption price at maturity" of this Note
within the meaning of Section 1273(a)(2) of the Code, whether denominated as
principal or interest, over the Issue Price) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the Original Issue Date to the date of
determination, minus (iii) any amount considered as partof the "stated
redemption price at maturity" of this Note which has been paid from the
Original Issue Date to the date of determination.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by
the Company and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities, on behalf of the Holders of all
such Debt Securities, to waive compliance by the Company with certain
provisions of the Indenture. Furthermore, provisions in the Indenture permit
the Holders of not less than a majority of the aggregate principal amount of
the outstanding Debt Securities, in certain instances, to waive, on behalf of
all of the Holders of Debt Securities of such series, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and other Notes issued upon the registration
of transfer hereof or in exchange heretofore or in lieu hereof, whether or not
notation of such consent or waiver is made upon the Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place where the
principal hereof and any premium or interest hereon are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM- as tenants in common UNIF GIFT MIN ACT _____-Custodian_____
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with rights of
survivorship and not as tenants in common Act___________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
| |
|_____________________________________|_____________________________________
| |
|_____________________________________|_____________________________________
___________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
___________________________________________________________________________
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
_________________________________________________________________________
Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date: ______________ Notice: The signature(s) on this assignment must
correspond with the name(s) as written upon the
face of the within Note in every particular, without
alteration or enlargement or any change whatsoever.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms
at a price equal to 100% of the principal amount to be repaid, together with
unpaid interest accrued hereon to the Repayment Date, to the undersigned, at
____________________________________________________
_______________________________________________________________
__________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate
trust office, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if
the Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid:$___________ __________________________________________
Notice: The signature(s) on this Option to Elect
Date: Repayment must correspond with the name(s) as
written upon the face of the within Note in every
particular, without alteration or enlargement or any
change whatsoever.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR-013 94874R AN 6 $15,000,000.00
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
August 7, 1996 6.95% Decembere 1, 2003
INTEREST PAYMENT DATE(S) RECORD DATE(S): DEFAULT RATE:
[ x ] 3/15 and 9/15 [ x ] 3/1 and 9/1 N/A
[ ] Other: [ ] Other:
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE
DATE: REDUCTION:
N/A N/A N/A
OPTIONAL REPAYMENT
DATE(S):
N/A
[ ] Check if an Original Issue
Discount Note Issue Price: %
- -----------------------------------------
1. This paragraph applies to Global Securities only.
SPECIFIED CURRENCY:
[ x ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
N/A
AUTHORIZED DENOMINATION:
[ x ] $1,000 and integral multiples
thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ x ] No
OTHER/ADDITIONAL PROVISIONS:
N/A
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of $15,000,000.00, on the Stated Maturity Date
specified above (or any Redemption Date or Repayment Date, each as defined on
the reverse hereof) (each such Stated Maturity Date, Redemption Date or
Repayment Date being hereinafter referred to as the "Maturity Date") with
respect to the principal repayable on such date) and to pay interest thereon,
at the Interest Rate per annum specified above, until the principal hereof is
paid or duly made available for payment, and (to the extent that the payment
of such interest shall be legally enforceable) at the Default Rate per annum
specified above on any overdue principal, premium and/or interest. The
Company will pay interest in arrears on each Interest Payment Date, if any,
specified above (each, an "Interest Payment Date"), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date; provided, however, that if the Original Issue
Date occurs between a Regular Record Date (as defined below) and the next
succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date next succeeding the Original Issue Date to the
Holder of this Note on the Regular Record Date with respect to such second
Interest Payment Date. Interest on this Note will be computed on the basis of
a 360-day year of twelve 30-day months.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly
provided for (or from, and including, the Original Issue Date if no interest
has been paid or duly provided for with respect to this Note) to, but
excluding, the applicable Interest Payment Date or the Maturity Date, as the
case may be (each, an "Interest Period"). The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid to the person in whose
name this Note (or one or more predecessor Notes) is registered at the close
of business on the March 1 and September 1 next preceding the March 15 and
September 15 (whether or not a Market Day, as defined below) Interest Payment
Dates (the "Regular Record Date"); provided, however, that interest
payable on the Maturity Date will be payable to the person to whom the
principal hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for on any Interest Payment
Date with respect to this Note ("Defaulted Interest") will forthwith cease to
be payable to the Holder on the Regular Record Date, and shall be paid to the
person in whose name this Note is registered at the close of business on a
special record date (the "Special Record Date") for the payment of such
Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice
whereof shall be given to the Holder of this Note by the Trustee not less than
10 calendar daysprior to such Special Record Date, or shall be paid at any
time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
"Business Day", as used herein for any particular location, means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in such location are authorized or obligated by law or
executive order to close.
Payment of principal of (and premium, if any) and any interest in respect
of this Note due on the Maturity Date to be made in U.S. dollars will be made
in immediately available funds upon presentation and surrender of this Note
(and, with respect to any applicable repayment of this Note, a duly completed
election form as contemplated on the reverse hereof) at the Paying Agent
Office as the Company may determine; provided, however, that if such
payment is to be made in a Specified Currency other than U.S. dollars as set
forth below, such payment will be made by wire transfer of immediately
available funds to an account with a bank located in the Principal Financial
Center of the country issuing the Specified Currency (or, for Notes
denominated in European Currency Units ("ECUs"), to an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have been
designated by the Holder hereof at least five Business Days prior to the
Maturity Date, provided that such bank has appropriate facilities therefor and
that this Note (and, if applicable, a duly completed election form) is
presented and surrendered at the aforementioned Paying Agent Office in time
for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. Such designation shall be made by filing the
appropriate information with the Paying Agent at the Paying Agent Office in
The City of New York, and, unless revoked, any such designation made with
respect to this Note by its registered Holder will remain in effect with
respect to any further payments with respect to this Note payable to its
Holder. If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received by the Paying
Agent on or before the requisite date or for any other reason, a notice will
be mailed to the Holder of this Note at its registered address requesting a
designation pursuant to which such wire transfer can be made and, upon the
Paying Agent's receipt of such a designation, such payment will be made within
five Business Days of such receipt. The Company will pay any administrative
costs imposed by banks in connection with making payments by wire transfer,
but any tax, assessment or governmental charge imposed upon payments will be
borne by the Holder of this Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars will be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
Security Register maintained at the Payment Agent Office; provided,
however, that a Holder of U.S. $10,000,000 (or, if the Specified Currency
specified above is other than U.S. dollars, the equivalent thereof in the
Specified Currency) or more in aggregate principal amount of Notes (whether
having identical or different terms and provisions) will be entitled to
receive interest payments on such Interest Payment Date by wire transfer of
immediately availablefunds if appropriate wire transfer instructions have been
received in writing by the Paying Agent not less than five calendar days prior
to such Interest Payment Date. Any such wire transfer instructions received
by the Paying Agent shall remain in effect until revoked by such Holder.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Market Day (as defined below), the required payment of principal,
premium, if any, and/or interest need not be made on such day, but may be made
on the next succeeding Market Day with the same force and effect as if made on
the date such payment was due, and no interest shall accrue with respect to
such payment for the period from and after such Interest Payment Date or the
Maturity Date, as the case may be, to the date of such payment on the next
succeeding Market Day.
As used herein, "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which is to
be made in a Specified Currency other than U.S. dollars, any Business Day in
The City of New York;
(b) for a Note the payment in respect of which is to be made in a
Specified Currency other than U.S. dollars, any Business Day in the Principal
Financial Center (as defined below) of the country issuing such Specified
Currency which is also a Business Day in The City of New York; and
(c) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in The City of New York that is also not a day that appears as an
ECU non-settlement day on the display designated as "ISDE" on the Reuters
Monitor Money Rates Service (or a day so designed by the ECU Banking
Association) or, if the ECU non-settlement days do not appear on that page
(and are not so designated), is not a day on which payments in ECUs cannot be
settled in the international interbank market).
"Principal Financial Center" means the capital city of the country
issuing the Specified Currency in respect of which payment on the Notes is to
be made, except that with respect to U.S. dollars, Australian dollars, German
Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Company is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the Specified Currency (or, if the
Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts, in such other coin or currency of the
country which issued the Specified Currency as at the time of such payment is
legal tender for the payment of such debts). If the Specified Currency is
other than U.S. dollars, any such amounts so payable by the Company will be
converted by the Exchange Rate Agent specified above into U.S.dollars for
payment to the Holder of this Note; provided, however, that the Holder of
this Note may elect to receive such amounts in the Specified Currency pursuant
to the provisions set forth below.
Payments of principal of (and premium, if any) and interest on any Note
denominated in a Specified Currency other than U.S. dollars (a "Foreign
Currency Note") will be made in U.S. dollars if the registered Holder of such
Note on the relevant Regular Record Date, or at maturity, as the case may be,
has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in The City of New York on or before
such Regular Record Date, or the date 15 days before maturity, as the case may
be. Such request may be in writing (mailed or hand delivered) or sent by
cable, telex, or other form of facsimile transmission. Any such request made
for any Note by a registered Holder will remain in effect for any further
payments of principal of (and premium, if any) and interest on such Note
payable to such Holder, unless such request is revoked on or before the
relevant Regular Record Date or the date 15 days before maturity, as the case
may be. Holders of Notes denominated in a Specified Currency other than U.S.
dollars that are registered in the name of a broker or nominee should contact
such broker or nominee to determine whether and how to elect to receive
payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign Currency
Note who elects to receive payment in U.S. dollars will be based on the
highest bid quotation in The City of New York received by the Exchange Rate
Agent as of 11:00 a.m., New York City time, on the second Market Day next
preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on
such payment date in the aggregate amount of the Specified Currency payable to
all Holders of Notes electing to receive U.S. dollar payments and at which the
applicable dealer commits to execute a contract. If three such bid quotations
are not available on the second Market Day preceding the date of payment of
principal (and premium, if any) or interest for any Note, such payment will be
made in the Specified Currency. All currency exchange costs associated with
any payment in U.S. dollars on any such Note will be borne by the Holder
thereof by deductions from such payment.
A Holder of a Foreign Currency Note may elect to receive payment of the
principal of and premium, if any, and interest on such Note in the Specified
Currency by submitting a written request for such payment to the Trustee at
its Corporate Trust Office in The City of New York on or prior to the
applicable record date or at least 15 calendar days prior to the Maturity
Date, as the case may be. Such written request may be mailed or
hand-delivered or sent by cable, telex or other form of facsimile
transmission. A Holder of a Foreign Currency Note may elect to receive
payment in the applicable Specified Currency for all such principal, premium,
if any, and interest payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice
to the Trustee, but written notice of any such revocation must be received by
the Trustee on or prior to the applicable Record Date or at least 15 calendar
days prior to the MaturityDate, as the case may be, Holders of Foreign
Currency Notes whose Notes are to be held in the name of a broker or nominee
should contact such broker or nominee to determine whether and how an election
to receive payments in the applicable Specified Currency may be made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than
ECUs) is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled
to satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company or the ECU is used neither as the unit of account of
the European Communities nor as the currency of the European Union, the
Company will be entitled to satisfy its obligations to the Holder of such Note
by making such payment (including any such payment at maturity) in a component
currency of the ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign Currency
Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 A.M. New York City
time, on the second Market Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of whom may be the Exchange
Rate Agent) selected by the Exchange Rate Agent and approved by the Company
for the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Foreign Currency Notes scheduled to receive
U.S. dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of such
Foreign Currency Note by deductions from such payments. If three such bid
quotations are not available, payments will be made in the Specified Currency.
If the applicable Specified Currency is not available for the payment of
principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such payment
in U.S. dollars on the basis of the Market Exchange Rate on the second Market
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise specified in the applicable Pricing Supplement. The "Market
Exchange Rate" for a Specified Currency other than U.S. dollars means the noon
dollar buying rate in The City of New York for the cable transfer for such
Specified Currency as certified for customs purposes by (or if not so
certified, as otherwise determined by) the Federal Reserve Bank of New York.
If payment in respect of a Foreign Currency Note is required to be made in any
currency unit (e.g., ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company's
control, then the Company will be entitled, but not required, to make any
payments in respect of such Note in U.S. dollars until such currency unit is
again available. The amount of each payment in U.S. dollars shall be computed
on the basis of the equivalent of the currency unit in U.S. dollars, which
shall be determined by the Company or its agent on the following basis. The
component currencies of the currency unit for this purpose (collectively, the
"Component Currencies" and each, a "Component Currency") shall be the
currency amounts that were components of the currency unit as of the last day
on which the currency unit was used. The equivalent of the currency unit in
U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of
the Component Currencies. The U.S. dollar equivalent of each of the Component
Currencies shall be determined by the Company or its agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or
more Component Currencies are consolidated into a single currency, the amounts
of those currencies as Component Currencies shall be replaced by an amount in
such single currency equal to the sum of the amounts of the consolidated
Component Currencies expressed in such single currency. If any Component
Currency is divided into two or more currencies, the amount of the original
Component Currency shall be replaced by the amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error,
be conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above, in the Addendum hereto,
which further provisions shall have the same force and effect as if set forth
on the face hereof.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to
be executed.
WEINGARTEN REALTY INVESTORS
By:_____________________________
Name: ____________________________
Title: ___________________________
Attest:
By: ____________________________
Name: _____________________
Title: _____________________
Dated: August 2, 1996
<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Signatory for
Chemical Bank, as Agent for
Texas Commerce Bank National Association
<PAGE>
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of May 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company and Texas Commerce Bank National
Association, as Trustee (the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Debt Securities, and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. This Note is one of the series of Debt Securities designated as
"Medium-Term Notes, Series A Due 9 Months or more from Date of Issue" (the
"Notes"). All terms used but not defined in this Note specified on the face
hereof or in an Addendum hereto shall have the meanings assigned to such terms
in the Indenture.
This Note is issuable only in registered form without coupons. Notes
denominated in U.S. dollars will be initially issued in denominations of
$1,000 and integral multiples thereof, and Notes denominated in other than
U.S. dollars will be initially issued in denominations of the amount of the
Specified Currency for such Note equivalent, at the noon buying rate for cable
transfers in The City of New York for such Specified Currency (the "Exchange
Rate") on the first Market Day next preceding the date on which the Company
accepts the offer to purchase such Note, to $1,000 and integral multiples
thereof (or the equivalent thereof in the Specified Currency for such Note).
Interest rates offered by the Company with respect to a Note may differ
depending upon, among other things, the aggregate principal amount of the
Notes purchased in any single transaction.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated
Maturity Date.
This Note will be subject to redemption at the option of the Company on
any date on and after the Redemption Commencement Date, if any, specified on
the face hereof, in whole or from time to time in part in increments of U.S.
$1,000 or the minimum authorized denomination (provided that any remaining
principal amount hereof shall be at least U.S. $1,000 or such minimum
authorized denomination, at the Redemption Price (as defined below), together
with unpaid interest accrued thereon to the date fixed for redemption (each, a
"Redemption Date"), on notice given no more than60 nor less than 30 calendar
days prior to the Redemption Date and in accordance with the provisions of the
Indenture. The "Redemption Price" shall initially be the Initial Redemption
Percentage specified on the face hereof multiplied by the unpaid principal
amount of this Note to be redeemed. The Initial Redemption Percentage shall
decline at each anniversary of the Redemption Commencement Date by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof until
the Redemption Price is 100% of unpaid principal amount to be redeemed. In
the event of redemption of the Note in part only, a new Note of like tenor for
the unredeemed portion hereof and otherwise having the same terms as this Note
shall be issued in the name of the Holder hereof upon the presentation and
surrender hereof.
This Note will be subject to repayment by the Company at the option of
the Holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S. $1,000 or the minimum
authorized denomination (provided that any remaining principal amount hereof
shall be a minimum authorized denomination), at a repayment price equal to
100% of the unpaid principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (each, a "Repayment
Date"). For this Note to be repaid, this Note must be received, together with
the form herein entitled "Option to Elect Repayment" duly completed, by the
Trustee at its corporate trust office not more than 60 nor less than 30
calendar days prior to the Repayment Date. Exercise of such repayment option
by the Holder hereof will be irrevocable. In the event of repayment of this
Note in part only, a new Note of like tenor for the unrepaid portion hereof
and otherwise having the same terms as this Note shall be issued in the name
of the Holder hereof upon the presentation and surrender hereof.
If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus
(ii) with respect to any redemption, the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any portion
of such Issue Price which has been paid prior to the Redemption Date, or the
portion of the Issue Price (or the net amount) proportionate to the portion of
the unpaid principal amount to be redeemed, plus (iii) any accrued interest to
the date of such event the payment of which would constitute qualified stated
interest payments within the meaning of Treasury Regulation 1.1273-1(c) under
the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized
Face Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the
aggregate portions of the original issue discount (the excess of the amounts
considered as part of the "stated redemption price at maturity" of this Note
within the meaning of Section 1273(a)(2) of the Code, whether denominated as
principal or interest, over the Issue Price) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the Original Issue Date to the date of
determination, minus (iii) any amount considered as partof the "stated
redemption price at maturity" of this Note which has been paid from the
Original Issue Date to the date of determination.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by
the Company and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities, on behalf of the Holders of all
such Debt Securities, to waive compliance by the Company with certain
provisions of the Indenture. Furthermore, provisions in the Indenture permit
the Holders of not less than a majority of the aggregate principal amount of
the outstanding Debt Securities, in certain instances, to waive, on behalf of
all of the Holders of Debt Securities of such series, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and other Notes issued upon the registration
of transfer hereof or in exchange heretofore or in lieu hereof, whether or not
notation of such consent or waiver is made upon the Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place where the
principal hereof and any premium or interest hereon are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM- as tenants in common UNIF GIFT MIN ACT ______-Custodian_______
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with rights of
survivorship and not as tenants in common Act___________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
| |
|_____________________________________|_____________________________________
| |
|_____________________________________|_____________________________________
___________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
___________________________________________________________________________
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
_________________________________________________________________ Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date: Notice: The signature(s) on this assignment must
correspond with the name(s) as written upon the
face of the within Note in every particular, without
alteration or enlargement or any change whatsoever.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms
at a price equal to 100% of the principal amount to be repaid, together with
unpaid interest accrued hereon to the Repayment Date, to the undersigned, at
____________________________________________________
_______________________________________________________________
__________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate
trust office, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if
the Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid: $_________ ________________________________________________
Notice: The signature(s) on this Option to Elect
Date: ____________ Repayment must correspond with the name(s) as
written upon the face of the within Note
in every particular, without alteration or
enlargement or any change whatsoever.
<TABLE>
<CAPTION>
EXHIBIT 11
WEINGARTEN REALTY INVESTORS
COMPUTATION OF EARNINGS PER COMMON SHARE
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
SIMPLE EARNINGS PER SHARE:
Weighted Average Common Shares Outstanding 26,554 26,530 26,548 26,441
======= ======= ======= =======
Simple Earnings Per Share $ 0.61 $ 0.42 $ 1.57 $ 1.27
======= ======= ======= =======
PRIMARY EARNINGS PER SHARE (NOTE A):
Weighted Average Common Shares Outstanding 26,554 26,530 26,548 26,441
Shares Issuable from Assumed Conversion of
Common Share Options Granted and Outstanding 68 35 39 33
------- ------- ------- -------
Weighted Average Common Shares Outstanding, as
Adjusted 26,622 26,565 26,587 26,474
======= ======= ======= =======
Primary Earnings Per Share $ 0.61 $ 0.42 $ 1.57 $ 1.27
======= ======= ======= =======
FULLY DILUTED EARNINGS PER SHARE (NOTE A):
Weighted Average Common Shares Outstanding 26,554 26,530 26,548 26,441
Shares Issuable from Assumed Conversion of
Common Share Options Granted and Outstanding 68 35 61 33
------- ------- ------- -------
Weighted Average Common Shares Outstanding, as
Adjusted 26,622 26,565 26,609 26,474
======= ======= ======= =======
Fully Diluted Earnings Per Share $ 0.61 $ 0.42 $ 1.57 $ 1.27
======= ======= ======= =======
EARNINGS FOR SIMPLE, PRIMARY AND FULLY
DILUTED COMPUTATION:
Earnings $16,325 $11,259 $41,860 $33,554
======= ======= ======= =======
</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%.
EXHIBIT 12
WEINGARTEN REALTY INVESTORS
COMPUTATION OF RATIOS OF EARNINGS
AND FUNDS FROM OPERATIONS TO FIXED CHARGES
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income $16,325 $11,259 $41,860 $33,554
Add:
Portion of rents representative of the interest factor. 119 140 437 450
Interest on indebtedness. . . . . . . . . . . . . . . . 5,569 4,508 15,890 11,930
Amortization of debt cost . . . . . . . . . . . . . . . 75 96 224 165
-------- -------- -------- --------
Net income (as adjusted). . . . . . . . . . . . . . $22,088 $16,003 $58,411 $46,099
======== ======== ======== ========
Fixed charges:
Interest on indebtedness. . . . . . . . . . . . . . . . $ 5,569 $ 4,508 $15,890 $11,930
Capitalized interest. . . . . . . . . . . . . . . . . . 252 786 1,069 2,332
Amortization of debt cost . . . . . . . . . . . . . . . 75 96 224 165
Portion of rents representative of the interest factor. 119 140 437 450
-------- -------- -------- --------
Fixed charges . . . . . . . . . . . . . . . . . . . $ 6,015 $ 5,530 $17,620 $14,877
======== ======== ======== ========
RATIO OF EARNINGS TO FIXED CHARGES. . . . . . . . . . . 3.67 2.89 3.32 3.10
======== ======== ======== ========
Net income. . . . . . . . . . . . . . . . . . . . . . . $16,325 $11,259 $41,860 $33,554
Depreciation and amortization . . . . . . . . . . . . . 8,442 7,723 24,564 21,953
(Gain) loss on sales of property. . . . . . . . . . . . (4,057) (19) (5,454) (114)
-------- -------- -------- --------
Funds from operations . . . . . . . . . . . . . . . 20,710 18,963 60,970 55,393
Interest on indebtedness. . . . . . . . . . . . . . . . 5,569 4,508 15,890 11,930
-------- -------- -------- --------
Funds from operations (as adjusted) . . . . . . . . $26,279 $23,471 $76,860 $67,323
======== ======== ======== ========
RATIO OF FUNDS FROM OPERATIONS TO FIXED
CHARGES. . . . . . . . . . . . . . . . . . . . . . 4.37 4.24 4.36 4.53
======== ======== ======== ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial
information extracted from Weingarten
Realty Investors' quarterly report for
the period ended September 30, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,662
<SECURITIES> 14,093
<RECEIVABLES> 12,549
<ALLOWANCES> 868
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 908,034
<DEPRECIATION> 236,259
<TOTAL-ASSETS> 765,015
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 797
0
0
<OTHER-SE> 404,197
<TOTAL-LIABILITY-AND-EQUITY> 765,015
<SALES> 0
<TOTAL-REVENUES> 111,896
<CGS> 0
<TOTAL-COSTS> 16,830
<OTHER-EXPENSES> 42,770
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,890
<INCOME-PRETAX> 36,406
<INCOME-TAX> 0
<INCOME-CONTINUING> 36,406
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41,860
<EPS-PRIMARY> 1.57
<EPS-DILUTED> 1.57
</TABLE>
