As filed with the Securities and Exchange Commission on October 14, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WEINGARTEN REALTY INVESTORS
(Exact Name of Registrant as Specified in its Charter)
TEXAS 74-1464203
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification Number)
2600 CITADEL PLAZA DRIVE 77292-4133
P.O. BOX 924133 (Zip Code)
HOUSTON, TEXAS
(Address of Principal
Executive Officers)
WEINGARTEN REALTY INVESTORS 1988 SHARE OPTION PLAN
(Full Title of the Plan)
STANFORD ALEXANDER
CHAIRMAN
WEINGARTEN REALTY INVESTORS
2600 CITADEL PLAZA DRIVE
P.O. BOX 924133
HOUSTON, TEXAS 77292-4133
(Name and Address of Agent for Service)
(713) 866-6000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
BRYAN L. GOOLSBY
GINA E. BETTS
LIDDELL, SAPP, ZIVLEY, HILL
& LABOON, L.L.P.
2200 ROSS AVENUE, SUITE 900
DALLAS, TEXAS 75201
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Tile of Securities to be Amount to be Offering Price Per Aggregate Registration
registered (1) Registered Share Offering Price (2) Fee (3)
<S> <C> <C> <C> <C>
Common Shares of 200,000 $40.25 $8,050,000 $2,440
Beneficial Interest, par
value $0.03 per share
=========================
<FN>
(1) Consists of Common Shares of Beneficial Interest of the Registrant which are issuable
pursuant to the Registrant's 1993 Share Incentive Plan.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Rule 457(c)
</TABLE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed in order to register an
additional 200,000 Common Shares of Beneficial Interest, par value $.03 per
share, of Weingarten Realty Investors for issuance pursuant to the 1988 Share
Option Plan (the "Plan"). The contents of that earlier Registration
Statement (Registration No. 33-24364), which registered 150,000 shares for
issuance under the Plan and was filed on September 9, 1988, are hereby
incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 13th day of
October, 1997.
WEINGARTEN REALTY INVESTORS
/s/ Stanford Alexander
-------------------------
Stanford Alexander
Chairman and Chief Executive Officer
Each person whose signature appears below constitutes and appoints Stanford
Alexander and Martin Debrovner, and each of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, severally, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------------------------- -------------------------------- ----------------
<S> <C> <C>
/s/ Stanford Alexander Chairman and Trust Manager October 13, 1997
- ----------------------------
Stanford Alexander (Chief Executive Officer)
/s/ Andrew MAlexander President and Trust Manager October 13, 1997
- ----------------------------
Andrew M. Alexander
/s/ Robert J. Cruikshank Trust Manager October 13, 1997
- ----------------------------
Robert J. Cruikshank
/s/ Martin Debrovner Vice Chairman and Trust Manager October 13, 1997
- ----------------------------
Martin Debrovner
/s/ Melvin A. Dow Trust Manager October 13, 1997
- ----------------------------
Melvin A. Dow
/s/ Stephen A. Lasher Trust Manager October 13, 1997
- ----------------------------
Stephen A. Lasher
/s/ Joseph W. Robertson, Jr. Executive Vice President and October 13, 1997
- ----------------------------
Joseph W. Robertson, Jr. Trust Manager
(Chief Financial Officer)
/s/ Douglas W. Schnitzer Trust Manager October 13, 1997
- ----------------------------
Douglas W. Schnitzer
/s/ Marc J. Shapiro Trust Manager October 13, 1997
- ----------------------------
Marc J. Shapiro
/s/ J.T. Trotter Trust Manager October 13, 1997
- ----------------------------
J.T. Trotter
</TABLE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
* 5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
* 23.1 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
(included in Exhibit 5.1 hereto).
* 23.2 Consent of Deloitte & Touche LLP.
* 24.1 Power of Attorney (See page II-3 of this Registration Statement).
* Filed herewith.
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of Weingarten Realty Investors on Form S-8 of our report dated
February 25, 1997, appearing in the Annual Report on Form 10-K of Weingarten
Realty Investors for the year ended December 31, 1996.
/s/ Deloitte & ToucheLLP
- ----------------------------
Deloitte & Touche LLP
Houston, Texas
October 13, 1997
