<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
WEINGARTEN REALTY INVESTORS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
WEINGARTEN REALTY INVESTORS
2600 CITADEL PLAZA DRIVE
HOUSTON, TEXAS 77008
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 1995
To Our Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of Weingarten
Realty Investors (the "Company") will be held at The Houstonian, 111 N. Post
Oak Lane, Houston, Texas on Thursday April 27, 1995, at 4:00 p.m., Houston
time. Shareholders will be asked to vote on the following proposals:
Proposal 1: The election of nine trust managers to serve until the next
Annual Meeting of Shareholders or until their successors have been elected
and qualified.
Proposal 2: Ratification of the appointment of Deloitte & Touche llp,
independent certified public accountants, as the Company's auditors for the
ensuing year.
Proposal 3: The amendment of the 1988 Share Option Plan of the Company to
increase the number of shares available thereunder from 500,000 to 700,000.
The enclosed Proxy Statement includes information relating to these
proposals. Additional purposes of the meeting are to receive reports of
officers (without taking action thereon) and to transact such other business as
may properly come before the meeting.
All shareholders of record as of the close of business on March 3, 1995 are
entitled to notice of and to vote at the meeting. At least a majority of the
outstanding common shares of the Company is required for a quorum.
The Board of Trust Managers appreciates and encourages your participation in
the Company's annual meeting. Whether or not you plan to attend the meeting, it
is important that your shares be represented. Accordingly, please sign, date
and promptly return the enclosed proxy in the postage-paid envelope provided.
If you attend the meeting, you may withdraw your proxy, if you wish, and vote
in person.
By order of the Board of Trust
Managers,
M. CANDACE DuFOUR
Vice President and Secretary
March 23, 1995
Houston, Texas
<PAGE>
WEINGARTEN REALTY INVESTORS
2600 CITADEL PLAZA DRIVE
HOUSTON, TEXAS 77008
PROXY STATEMENT
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished by the Board of Trust Managers of
Weingarten Realty Investors (the "Company") in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders of the Company to be
held April 27, 1995, and at any adjournment thereof. This Proxy Statement
relates to a meeting of the holders of common shares of beneficial interest,
par value $0.03 per share ("Common Shares"), of the Company to consider and act
upon the proposals set forth in the notice of meeting attached hereto,
including the election of trust managers. This Proxy Statement and the related
form of Proxy will be sent or given to shareholders beginning on or about March
23, 1995.
The Common Shares represented by the form of proxy enclosed herewith will be
voted in accordance with the specifications noted thereon. If no choice is
specified, said Common Shares will be voted in favor of the proposals set forth
in the notice attached hereto. The affirmative vote of two-thirds of the
outstanding Common Shares is required to elect each trust manager nominee. The
affirmative vote of the holders of a majority of the Common Shares present in
person or by proxy at the Annual Meeting of Shareholders and entitled to vote
is required for approval of the ratification of the appointment of auditors and
for the amendment of the 1988 Share Option Plan. The Texas Real Estate
Investment Trust Act does not specifically address the treatment of abstentions
and broker non-votes. The Company's Bylaws provide that shares abstaining from
a vote or not voted on a matter will not be treated as entitled to vote. The
form of proxy also confers discretionary authority with respect to amendments
or variations to matters identified in the notice of meeting and any other
matters that may properly come before the meeting.
A shareholder who has given a proxy may revoke it as to any motion on which a
vote has not already been taken by signing a proxy bearing a later date or by
written notice delivered to the Secretary of the Company at the Company's
principal executive office, 2600 Citadel Plaza Drive, Houston, Texas 77008 (the
mailing address for the Company is P. O. Box 924133, Houston, Texas 77292-
4133), at any time up to the meeting or any adjournment thereof, or by
delivering it to the Chairman of the meeting on the date of the meeting or any
adjournment thereof.
The cost of solicitation of these proxies will be paid by the Company,
including reimbursement paid to brokerage firms and other custodians, nominees
and fiduciaries for reasonable costs incurred in forwarding the proxy material
to and solicitation of proxies from the beneficial owners of Shares held of
record by such person. It is anticipated that the solicitation will be
primarily by mail on or about March 23, 1995, but proxies also may be solicited
personally or by telephone by regular employees of the Company without
additional compensation.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS
All shareholders of record as of the close of business on March 3, 1995, are
entitled to notice of and to vote at the meeting. Provided a complete and
executed form of proxy shall have been delivered to the Secretary of the
Company prior to the meeting, any person may attend and vote that number of
shares for which he holds proxy. On March 3, 1995, the Company had 26,367,799
Common Shares outstanding, which were held of record by 2,688 persons. The
Common Shares are the only class of voting securities of the Company. Each
Common Share is entitled to one vote.
The following table sets forth the beneficial ownership of the Company's
Common Shares with respect to each person known by the Company to be the
beneficial owner of more than five percent of the Company's currently
outstanding Common Shares as of March 3, 1995.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
------------------------- -------------------- --------
<S> <C> <C>
Stanford Alexander................................ 2,022,577(1) 7.7%
P.O. Box 924133
Houston, Texas 77292-4133
The Capital Group Companies, Inc. ................ 2,111,840(2) 8.0%
333 South Hope Street
Los Angeles, California 90071
</TABLE>
- --------
(1) Includes 376,170 shares held by various trusts for the benefit of Mr.
Alexander's children and 296,675 shares for which voting and investment
power are shared with Andrew M. Alexander and Melvin A. Dow, trust managers
of the Company; 16,200 shares subject to restrictions on transfer for which
Mr. Alexander has the right to vote and 25,000 shares that may be purchased
by Mr. Alexander upon exercise of share options that are currently
exercisable or that will become exercisable within 60 days of the date for
which beneficial ownership is provided in the table. Also includes 228,125
shares held by a charitable foundation, which Mr. Alexander and his wife
Joan control.
(2) Pursuant to information contained in a Schedule 13G filed with the
Securities and Exchange Commission in February 1995 and in a letter from
The Capital Group Companies, Inc. ("CG") in February 1995, the Company was
informed that as of December 31, 1994, Capital Guardian Trust Company, a
trust company, and Capital Research and Management Company, a registered
investment advisor, both of which are operating subsidiaries of CG,
exercised as of December 31, 1994, investment discretion with respect to
550,000 and 1,561,840 shares, respectively, or a combined total of 8.0% of
outstanding shares which was owned by various institutional investors.
2
<PAGE>
PROPOSAL 1
ELECTION OF TRUST MANAGERS
The Board of Trust Managers has nominated and urges you to vote "FOR" the
nine nominees listed below as trust managers who, if elected, would serve until
the next Annual Meeting of Shareholders or until their successors have been
elected and qualified. The persons whose names are set forth as proxies in the
enclosed form of proxy will vote all shares for which they hold proxies "FOR"
the election of the nominees named herein unless otherwise directed. Although
the trust managers of the Company do not contemplate that any of the nominees
will be unable to serve, if such a situation should arise prior to the meeting,
the appointed proxies will use their discretionary authority pursuant to the
proxy and vote in accordance with their best judgment. The affirmative vote of
the holders of two-thirds of the outstanding Common Shares is required to elect
each trust manager nominee.
All of the nominees for election as trust managers are members of the present
Board of Trust Managers and have consented in writing to be named in this proxy
statement and to serve as a trust manager, if elected. Set forth below is
certain information as of March 3, 1995, for (i) the members of the present
Board of Trust Managers, (ii) the executive officers of the Company set forth
under "-- Executive Compensation" and (iii) the trust managers and executive
officers of the Company as a group:
<TABLE>
<CAPTION>
SERVED AS
TRUST AMOUNT AND
MANAGER NATURE OF PERCENT
NAME AGE SINCE BENEFICIAL OWNERSHIP OF CLASS
---- --- --------- -------------------- --------
<S> <C> <C> <C> <C>
Stanford Alexander(1)............... 66 1956 2,022,577(4) 7.7%
Andrew M. Alexander................. 38 1983 601,522(5) 2.3%
Martin Debrovner(1)................. 58 1976 120,253(6) *
Melvin A. Dow(2)(3)................. 67 1984 522,443(7) 2.0%
Stephen A. Lasher(1)(3)............. 46 1980 525,102(8) 2.0%
Joseph W. Robertson, Jr. ........... 47 1978 116,850(9) *
Douglas W. Schnitzer................ 38 1984 630,280(10) 2.4%
Marc J. Shapiro(2)(3)............... 47 1985 11,500(11) *
J. T. Trotter(2).................... 68 1985 1,000 *
Gary Cunningham(12)................. 45 22,442(13) *
All trust managers and executive
officers as a group (17 persons)... 4,184,082(14) 15.9%
</TABLE>
- --------
* Beneficial ownership of less than 1% of the class is omitted.
(1) Member of Executive Committee.
(2) Member of Audit Committee.
(3) Member of Executive Compensation Committee.
(Notes continued on following page)
3
<PAGE>
(4) See note (1) to the table on page 2 for information with respect to Mr.
Alexander's beneficial ownership of such shares.
(5) Includes the 296,675 shares described in note (1) to the table on page 2
for which voting and investment power are shared with Stanford Alexander
and Melvin A Dow; 5,400 shares subject to restrictions on transfer for
which Mr. Alexander has the right to vote and 18,000 shares that may be
purchased by Mr. Alexander upon the exercise of Share options that are
currently exercisable or that will become exercisable within 60 days of
the date for which beneficial ownership is provided in the table.
(6) Includes 26,878 shares held in trust for the benefit of Mr. Debrovner's
children for which he exercises voting power. Also includes 11,500 shares
subject to restrictions on transfer for which Mr. Debrovner has the right
to vote and 21,000 shares that may be purchased upon the exercise of Share
options that are currently exercisable or that will become exercisable
within 60 days of the date for which beneficial ownership is provided in
the table.
(7) Includes the 296,675 shares described in note (1) to the table on page 2
for which voting and investment power are shared with Andrew M. Alexander
and Stanford Alexander and 20,166 shares held in trusts for the benefit of
children of Stanford Alexander, for which Mr. Dow is the trustee.
(8) Includes 57,785 shares held by trusts for the benefit of Mr. Lasher's
children for which Mr. Lasher exercises voting power.
(9) Includes 7,100 shares subject to restrictions on transfer for which Mr.
Robertson has the right to vote and 12,000 shares that may be purchased
upon the exercise of share options that are currently exercisable or that
will become exercisable within 60 days of the date for which beneficial
ownership is provided in the table.
(10) Voting and investment power are shared with Joan Weingarten Schnitzer
under trusts for Joan Weingarten Schnitzer with respect to all such
shares.
(11) Includes 2,600 shares owned by Mr. Shapiro's children for which he
disclaims beneficial ownership because he holds no custodial authority
with respect to such shares.
(12) Mr. Cunningham is an executive officer of the Company and not a member of
the Board of Trust Managers.
(13) Includes 3,550 shares subject to restrictions on transfer for which Mr.
Cunningham has the right to vote and 12,000 shares that may be purchased
upon the exercise of share options that are currently exercisable or that
will become exercisable within 60 days of the date for which beneficial
ownership is provided in the table.
(14) Includes 152,100 shares that may be purchased upon the exercise of share
options that are currently exercisable or that will become exercisable
within 60 days of the date for which beneficial ownership is provided in
the table.
4
<PAGE>
Set forth below is certain biographical information with respect to the
business experience of the nine nominees to serve as the Company's trust
managers for at least the last five years.
Mr. Stanford Alexander is the Company's Chairman and its Chief Executive
Officer. He has been employed by the Company since 1955 and has served in his
present capacity since January 1, 1993. Prior to becoming Chairman, Mr.
Alexander served as President and Chief Executive Officer of the Company since
1962. Mr. Alexander is President, Chief Executive Officer and a trust manager
of Weingarten Properties Trust and a member of the Houston Regional Advisory
Board of Texas Commerce Bank National Association, Houston, Texas ("TCB").
Mr. Andrew Alexander became Executive Vice President/Asset Management of the
Company on January 1, 1993. Prior to his present position, Mr. Alexander was
Senior Vice President/Asset Management of Weingarten Realty Management Company
(the "Management Company"). Prior to such time, Mr. Alexander was Vice
President of the Management Company and, prior to the Company's reorganization
in December 1984, was Vice President and an employee of the Company since 1978.
Mr. Alexander has been primarily involved with leasing operations at both the
Company and the Management Company. Mr. Alexander is also a trust manager of
Weingarten Properties Trust and a director of Charter Bank Houston, N.A.
Mr. Debrovner became President and Chief Operating Officer of the Company on
January 1, 1993. Prior to assuming such position, Mr. Debrovner served as
President of the Management Company since the Company's reorganization in
December 1984. Prior to such time, Mr. Debrovner was an employee of the Company
for 17 years, holding the positions of Senior Vice President from 1980 until
March 1984, and Executive Vice President until December 1984. As Executive Vice
President, Mr. Debrovner was generally responsible for the Company's
operations. Mr. Debrovner is also a trust manager of Weingarten Properties
Trust.
Mr. Dow has been engaged in the private practice of law and was named
Chairman/CEO in January 1995 of Dow Cogburn & Friedman, P.C. Prior to assuming
such position, Mr. Dow served as President and was a partner of the predecessor
Houston law firm of Dow, Cogburn & Friedman since 1954. Mr. Dow is also a trust
manager of Weingarten Properties Trust.
Mr. Lasher has been President of The GulfStar Group, Inc., an investment
banking firm since January 1991. Prior to such time, he was Executive Vice
President and Managing Director of Corporate Finance of Rotan Mosle Inc., an
investment banking firm headquartered in Houston, for more than the last five
years. Mr. Lasher is also a trust manager of Weingarten Properties Trust, a
director of American Oilfield Divers, Inc. and Conservatek, Inc.
Mr. Robertson is Executive Vice President of the Company and its Chief
Financial Officer. Prior to becoming Executive Vice President, Mr. Robertson
served as Senior Vice President and Chief Financial Officer since 1980. He has
been with the Company since 1971. Mr. Robertson is also a trust manager of
Weingarten Properties Trust and a director of PaineWebber Retail Properties
Investments, Inc.
5
<PAGE>
Mr. Douglas Schnitzer is Chairman/CEO of Senterra Development Corp., a
commercial real estate development and management company headquartered in
Houston. Mr. Schnitzer served as President and Chief Executive Officer of
Senterra Development from August 1989 until December 1994. Prior to such time,
he served as Senior Vice President/General Marketing & U.S.C.B of Century
Development Corporation for more than the last five years.
Mr. Shapiro has served as Chairman, President and Chief Executive Officer of
TCB since January 1994. Prior to such time, he served as President and Chief
Executive Officer of TCB since December 1989 and Chairman and Chief Executive
Officer of TCB since 1987. Mr. Shapiro is also currently an executive officer
of Chemical Banking Corporation. From 1982 to 1989, Mr. Shapiro served as Vice
Chairman and Chief Financial Officer of TCB. Mr. Shapiro is also a director of
Sante Fe Energy Resources, Inc. and Browning-Ferris Industries.
Mr. Trotter has been a private investor for more than the last five years.
Mr. Trotter is a director of Houston Industries, Inc., Houston Lighting & Power
Company, Zapata Corporation, Howell Corporation, First Interstate Bank of
Texas, N.A., Continental Airlines, Inc. and King Ranch, Inc.
Andrew M. Alexander is the son of Stanford Alexander. Stephen A. Lasher is a
first cousin of Douglas W. Schnitzer, a first cousin once-removed of Stanford
Alexander and a second cousin of Andrew M. Alexander. Douglas W. Schnitzer is a
first cousin once-removed of Stanford Alexander and a second cousin of Andrew
M. Alexander. Martin Debrovner is a first cousin of Mrs. Stanford (Joan)
Alexander.
BOARD COMMITTEES AND MEETINGS
The Board of Trust Managers of the Company met five times in 1994. During
1994, each trust manager attended at least 75 percent of the aggregate of (a)
the total number of meetings of the Board of Trust Managers and (b) the total
number of meetings held by any committee of the Board on which he served. The
Company's Board of Trust Managers has standing Executive, Audit and Executive
Compensation Committees. The Board of Trust Managers does not have a nominating
committee.
Executive Committee. The Executive Committee is comprised of Messrs. S.
Alexander, Debrovner and Lasher. Pursuant to the Company's bylaws, the
Executive Committee shall have such authority and powers as may from time to
time be delegated thereto by the Board of Trust Managers. The Executive
Committee has been granted the authority to acquire and dispose of real
property up to $25,000,000 in value and has the power to authorize, on behalf
of the full Board, the execution of certain contracts and agreements, including
those related to the borrowing of money by the Company. The Executive Committee
did not meet during 1994.
Audit Committee. The Audit Committee is composed of three independent trust
managers, Messrs. Dow, Shapiro and Trotter. The Audit Committee was established
to make recommendations concerning the engagement of independent public
accountants, to review with the independent public accountants the plans for
and results of the audit engagement, to approve professional services provided
by the independent public accountants, to review the independence of the
independent public accountants, to consider the range of audit and non-audit
fees and to review the adequacy of the Company's internal accounting controls.
The Audit Committee met twice during 1994.
6
<PAGE>
Executive Compensation Committee. The Executive Compensation Committee, also
composed of independent trust managers, is responsible for determining
compensation for the Company's executive officers, in addition to administering
the Company's 1988 Share Option Plan (the "1988 Plan") and the 1993 Incentive
Share Plan (the "1993 Plan"). During 1994, the Executive Compensation Committee
consisted of Messrs. Dow, Lasher and Shapiro. The Executive Compensation
Committee met twice in 1994.
COMPENSATION OF TRUST MANAGERS
During the year ended December 31, 1994, fees paid to all the Company's trust
managers as a group aggregated $38,750. Company trust managers received $2,500
annually, $1,000 for each Board meeting attended and $500 for each committee
meeting attended. Employees of the Company are not paid any trust manager fees.
No member of the Board of Trust Managers of the Company was paid any
compensation in 1994 for his service as a trust manager of the Company other
than pursuant to the standard compensation arrangement for trust managers.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
ON ANNUAL COMPENSATION OF EXECUTIVE OFFICERS
The Executive Compensation Committee of the Board of Trust Managers (the
"Compensation Committee"), which is entirely comprised of independent outside
directors, is responsible for evaluating and establishing the level of
executive compensation and administering the Company's share option plans.
COMPENSATION PHILOSOPHY AND OBJECTIVES
It is the philosophy of the Compensation Committee and the Company that in
order to achieve continual growth and financial success, the Company must be
able to attract and retain qualified executives. In order to achieve its
objective, the Company has structured an incentive based compensation system
tied to the Company's financial performance and portfolio growth. Where
material and supportive of the Company's compensation philosophy, the Company
will attempt to maximize the amount of compensation expense that is tax
deductible.
Each year, the Compensation Committee reviews the Company's compensation
program to insure that pay levels and incentive opportunities are competitive
and reflect the performance of the Company. The executive compensation system
is basically comprised of base salary, bonus compensation, share options/grants
and restricted shares. The Company's annual executive compensation package,
including that of the Chief Executive Officer ("CEO") and the Chief Operating
Officer ("COO"), generally has lower base salaries than comparable companies
coupled with a leveraged incentive bonus system which will pay more with good
performance and less with performance that is below expectation. Generally, the
CEO's and COO's bonus is within 25% to 50% of the entire cash compensation
(salary and bonus), depending on the size of the incentive bonus awarded.
BASE SALARY
Base salary levels for executive officers are largely derived through an
evaluation of the responsibilities of the position held and the experience of
the particular individuals both compared to companies of similar
7
<PAGE>
size, complexity and, where comparable, in the same industry. The determination
of comparable companies was based upon selections made by both the Company, as
to comparable companies in the real estate industry, and by independent
compensation consultants, as to other comparable companies. Not all companies
included in the National Association of Real Estate Investment Trust's
("NAREIT") All Equity Index described on page 10 are comparable in size and
complexity, and not all comparable real estate companies are real estate
investment trusts. Actual salaries are based on the executive's skill and
ability to influence the Company's financial performance and growth in both the
short-term and long-term. During 1994, the Compensation Committee used salary
survey data supplied by the Wyatt Report and Ferguson Partners Ltd., outside
consultants, in establishing base salaries. The executive officers' salaries,
including that of the CEO and COO, were generally set at the mid range of the
survey data.
BONUS COMPENSATION
All the Company's executive officers, except Mr. Cunningham, participate in a
bonus program whereby the individual is eligible for a bonus based on a percent
of the individual's base salary. This bonus program has been in effect for more
than 15 years. The bonus percentage is also based on competitive analysis.
Again, the executive's ability to influence the Company's success is considered
in establishing this percentage. Earned bonuses are determined annually on the
basis of performance against pre-established goals. Other than for the CEO and
COO, the eligible bonus percentage is allocated 50% to the Company's goals and
50% to the individual's goals. Specific individual goals for each officer are
established at the beginning of the year and are tied to the functional
responsibilities of each executive. Individual goals include both objective
financial measures as well as such subjective factors as efficiency in managing
capital resources, successful acquisitions, good investor relations and the
continued development of management. The Company's goals are primarily based on
operating performance, as measured by factors such as the Company's funds from
operations, and achieving the appropriate growth objective, relating primarily
to portfolio acquisitions and new development. Other than the allocation
between individual and Company goals, no specific weights are assigned to the
individual goals. The bonus of both the CEO and COO is based entirely on the
Company's performance. The individual and Company performance targets were met
in fiscal 1994 and consequently the executives were eligible for full bonus
awards.
Mr. Cunningham, as Vice President of New Development and Acquisitions, does
not participate in the regular bonus program. His incentive compensation is
directly tied to the achievement of the return on investment on the Company's
new developments and acquisitions in which he is involved. The Company does not
establish specific new development or acquisition goals for Mr. Cunningham.
SHARE INCENTIVE PROGRAM
The Compensation Committee strongly believes that by providing the executives
who have substantial responsibility for the management and growth of the
Company with an opportunity to increase their ownership of Common Shares of the
Company, the best interests of shareholders and executives will be closely
aligned. Therefore, executives are eligible to receive share options from time
to time, giving them the right to purchase Common Shares of the Company. The
number of options granted to an executive is based on practices of the same
comparable companies used to derive base salary levels. Share options
historically
8
<PAGE>
have not been a consistently utilized element of the Company's executive
compensation system and the Company does not adhere to any firmly established
formulas or schedules for the issuance of options, but options are awarded when
considered appropriate.
In 1994, the Compensation Committee granted 62,900 restricted shares to the
executive officers and 428,100 share options to officers and management
personnel of the Company. The restricted shares vest ratably over ten years
with the options vesting 20% annually starting in the fourth year.
CEO PERFORMANCE EVALUATION
For 1994, the Compensation Committee evaluated the CEO's performance based on
the Company's financial performance and its growth in real estate assets. The
Company achieved its funds from operations objective and achieved its goals for
its acquisition and new development programs by adding 1.2 million square feet
of income-producing properties to the portfolio with returns in excess of 11%.
Mr. S. Alexander received 100% of his potential bonus based on the Company
exceeding its corporate goals and objectives for 1994. Mr. Alexander's
compensation is awarded by the Compensation Committee without reference to any
specific performance factor or component (i.e. base salary, bonus compensation,
and the share incentive program).
The report of the Compensation Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such acts.
The foregoing report is given by the following members of the Compensation
Committee:
MELVIN A. DOW
STEPHEN A. LASHER
MARC SHAPIRO
9
<PAGE>
PERFORMANCE GRAPH
The following performance graph compares the performance of the Company's
Common Shares to the S&P 500 Index and to the published NAREIT All Equity
Index. The graph assumes that the value of the investment in the Company's
Common Shares and each index was 100 at December 31, 1989 and that all
dividends were reinvested. The Company will provide upon request the names of
the companies included in the NAREIT All Equity Index.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
[PASTEUP GRAPH]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WRI 100 84 119 141 152 163
- -----------------------------------------------------------------------------------------
S&P 500 Index 100 97 126 136 150 152
- -----------------------------------------------------------------------------------------
NAREIT All Equity Index 100 85 115 132 157 162
</TABLE>
The foregoing price performance comparisons shall not be deemed incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act or under the Exchange Act,
except to the extent that the Company specifically incorporates this graph by
reference, and shall not otherwise be deemed filed under such acts.
There can be no assurance that the Company's share performance will continue
into the future with the same or similar trends depicted in the graph above.
The Company will not make or endorse any predictions as to future share
performance.
10
<PAGE>
EXECUTIVE COMPENSATION
The following table lists, for each of the three years ended December 31,
1994, cash compensation paid to each of the Company's executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------ ------------------------
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING
SALARY BONUS COMPENSATION STOCK OPTIONS/SAR'S ALL OTHER
NAME YEAR ($) ($) ($)(1) AWARDS ($) (#)(2) COMPENSATION
---- ---- ------ ----- ------------ ---------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stanford Alexander, 1994 $470,000 $235,000 $322,430 $666,000 120,000 $13,598(3)
Chairman and Chief 1993 440,000 220,000 138,500 14,000
Executive Officer 1992 316,500 316,500 59,079 25,000 9,822
Martin Debrovner, 1994 342,400 120,300 201,519 425,500 80,000 134,450(5)
President and Chief 1993 320,000 110,400 86,564 54,631
Operating Officer(4)
Joseph W. Robertson,
Jr. 1994 265,000 67,500 161,215 262,700 50,000 45,779(6)
Executive Vice
President 1993 250,000 75,000 69,250 32,062
and Chief Financial
Officer 1992 228,200 138,788 29,540 18,000 34,235
Andrew M. Alexander, 1994 203,000 51,000 120,911 199,800 38,000 30,474(7)
Executive Vice
President/ 1993 190,000 47,500 51,938 16,360
Asset Management(4)
Gary Cunningham, 1994 150,000 75,400 131,350 25,000 26,100(8)
Vice President/New 1993 96,700 136,300 31,903
Development and
Acquisitions
</TABLE>
- --------
(1) The values shown represent amounts for federal income tax "gross-ups" for
the share awards granted and reported for prior periods.
(2) No SARs were granted during 1992, 1993 or 1994.
(3) Includes $8,978 of premiums paid by the Company under "split dollar" life
insurance agreements and $4,620 for the Company's contributions to the
Company's 401(k) Savings and Investment Plan (the "Savings Plan") on behalf
of Mr. S. Alexander.
(4) Became an employee and officer of the Company effective January 1, 1993.
(5) Includes $2,452 of premiums paid by the Company under "split dollar" life
insurance agreements, $4,620 for the Company's contributions to the
Company's Savings Plan on behalf of Mr. Debrovner, and $127,378 contributed
to the Company's Supplemental Retirement Plan.
(6) Includes $4,620 for the Company's contributions to the Company's Savings
Plan on behalf on Mr. Robertson, and $41,159 contributed to the Company's
Supplemental Retirement Plan.
(7) Includes $4,620 for the Company's contributions to the Company's Savings
Plan on behalf of Mr. A. Alexander and $25,854 contributed to the Company's
Supplemental Retirement Plan.
(8) Includes $4,620 for the Company's contributions to the Company's Savings
Plan on behalf of Mr. Cunningham and $21,480 contributed to the Company's
Supplemental Retirement Plan.
11
<PAGE>
SHARE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
Shown below is information for the indicated persons with respect to the
options exercised during 1994 and the unexercised options to purchase the
Company's Common Shares granted during 1994 and prior years under the Share
Option Plan and the 1993 Plan.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1994(#) DECEMBER 31, 1994
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE(#) RECEIVED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stanford Alexander...... -- -- 16,666 128,334 $114,662 $162,938
Martin Debrovner........ -- -- 14,000 87,000 96,320 118,560
Joseph W. Robertson,
Jr..................... -- -- 12,000 56,000 82,560 85,289
Andrew M. Alexander..... -- -- 12,000 44,000 82,560 74,720
Gary Cunningham......... -- -- 10,000 27,000 104,800 35,760
</TABLE>
PENSION PLAN
The following table shows the approximate annual retirement benefits under
the Company's non-contributory pension plan (the "Pension Plan") (before the
reduction made for social security benefits) to eligible employees in specified
compensation and years of service categories, assuming retirement occurs at age
65 and that benefits are payable only during the employee's lifetime. Benefits
are not actuarially reduced, where survivorship benefits are provided.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT
- -----------------------------------------------------------------------
YEARS OF SERVICE
AVERAGE ---------------------------------------------------------
COMPENSATION 15 20 25 30 35 40
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$125,000 $ 28,125 $ 37,500 $ 46,875 $ 56,250 $ 65,625 $ 75,000
150,000 33,750 45,000 56,250 67,500 78,750 90,000
175,000** 39,375 52,500 65,625 78,750 91,875 150,000
200,000** 45,000 60,000 75,000 90,000 105,000 120,000*
225,000** 50,625 67,500 84,375 101,250 118,125 135,000*
250,000** 56,250 75,000 93,750 112,500 131,250* 150,000*
300,000** 67,500 90,000 112,500 135,000* 157,500* 180,000*
400,000** 90,000 120,000* 150,000* 180,000* 210,000* 240,000*
450,000** 101,250 135,000* 168,750* 202,500* 236,250* 270,000*
500,000** 112,500 150,000* 187,500* 225,000* 262,500* 300,000*
</TABLE>
- --------
* The maximum annual pension benefit which currently may be paid under a
qualified plan is $118,800 subject to certain grandfather rules for
limitation years beginning in 1994.
** Compensation in excess of $150,000 is disregarded with respect to plan years
beginning in 1994. Accordingly, the compensation of each executive officer
included in the Summary Compensation Table on page 11 which was covered by
the Pension Plan was limited to $150,000.
12
<PAGE>
The compensation used in computing average monthly compensation is the total
of all amounts paid by the Company as shown on the employee's W-2 Form, plus
amounts electively deferred by the employee under the Savings Plan and (S)125
cafeteria plan. Compensation in excess of $150,000 is disregarded. Credited
years of service for certain employees of the Company as of March 3, 1995, are
as follows: Mr. S. Alexander, 41 years; Mr. Debrovner, 27 years; Mr. Robertson,
23 years; Mr. A. Alexander, 17 years; and Mr. Cunningham, 8 years.
The Pension Plan covers all employees who are age 21 or over, with at least
one year of employment with the Company except leased employees, employees
covered by a collective bargaining agreement and employees whose regular place
of employment is in New Mexico. The Pension Plan pays benefits to an employee
in the event of death, disability, retirement, or other termination of
employment after the employee meets certain vesting requirements (generally,
20% vesting after two years of service and an additional 20% vesting each year
thereafter until 100% vested). Under the Pension Plan, the amount of the
monthly retirement benefit payable beginning at age 65, the normal retirement
age, is equal to (i) 1.5% of average monthly compensation during five
consecutive years, within the last ten years, which would yield the highest
average monthly compensation multiplied by years of service rendered after age
21 (not in excess of 40 years), minus (ii) 1.5% of the monthly social security
benefits in effect on the date of retirement multiplied by years of service
rendered after age 21 and after July 1, 1976 (not in excess of 33.3 years).
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Trust Managers has unanimously approved and urges you to vote
"FOR" approval of this Proposal 2. Proxies solicited hereby will be so voted
unless the shareholders specify otherwise in their proxies. The affirmative
vote of the holders of a majority of the Common Shares present in person or by
proxy at the Annual Meeting of Shareholders and entitled to vote is required
for approval of this proposal.
The Board of Trust Managers has appointed, and recommends the ratification of
Deloitte & Touche llp as auditors for the Company for the year ending December
31, 1995. This firm, or its predecessors, has served in such capacity for the
Company for more than 30 years and is familiar with the Company's affairs and
financial procedures. Ratification of their appointment as auditors for the
year ended December 31, 1994 was approved by the shareholders at the Company's
last Annual Meeting of Shareholders.
Representatives of Deloitte & Touche llp are expected to be present at the
Annual Meeting of Shareholders and will have an opportunity to make a
statement, if they desire to do so, and to respond to appropriate questions
from those attending the meeting.
13
<PAGE>
PROPOSAL 3
AMENDMENT OF THE WEINGARTEN REALTY 1988 SHARE OPTION PLAN
The Company has established, and the shareholders have previously approved,
the Weingarten Realty Investors 1988 Share Option Plan (the "1988 Plan"). An
amendment to the 1988 Plan increasing the number of Common Shares available
under the plan from 290,810 to 500,000 was approved by the shareholders on
April 9, 1992. The Company has further amended, subject to shareholder
approval, the 1988 Plan to increase the number of Common Shares available
thereunder from 500,000 to 700,000. The Board of Trust Managers has unanimously
approved and urges you to vote "FOR" the approval of a second amendment to the
1988 Plan. The Board of Trust Managers believes that the Company's long term
success is dependent upon the ability of the Company to attract and retain
outstanding individuals who, by virtue of their ability and qualifications,
make important contributions the Company. The second amendment to the 1988 Plan
will enable the Company to continue in its ability to provide key employees
with meaningful awards and incentives commensurate with their contributions and
competitive with those offered by other employers. Proxies solicited hereby
will be voted in favor of this Proposal 3 unless the shareholders specify
otherwise in their proxies. The favorable vote of the holders of a majority of
the outstanding Common Shares present in person or by proxy at the Annual
Meeting of Shareholders is required for adoption of this proposal.
The 1988 Plan allows the grant of options and share grants and provides for a
termination date of December 31, 1997. The number of Common Shares that may be
issued pursuant to the exercise of options and share grants granted under the
1988 Plan is subject to certain adjustments to prevent dilution. The terms of
the 1988 Plan are described below, and the 1988 Plan, including the proposed
amendment, is set forth in its entirety as Appendix A hereto.
Options and share grants may be granted under the 1988 Plan only to full time
employees of the Company and it Affiliates (as defined in the 1988 Plan) who,
in the opinion of the Executive Compensation Committee, have substantial
executive or administrative responsibility in the management or development of
the business of the Company. Share options granted under the 1988 Plan may be
either Incentive Stock Options ("ISOs") under the provisions of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), or Nonqualified
Stock Options ("NSOs"). The 1988 Plan is administered by the Company's
Executive Compensation Committee, which, under the terms of the 1988 Plan, must
consist of disinterested persons within the meaning of Rule 16b-3 of the
Securities Exchange Act of 1934, as amended. The Executive Compensation
Committee has complete discretion in determining the key executives and
employees of the Company and its Affiliates who shall receive share options
and/or share grants and the number of such options and/or shares to be granted.
The 1988 Plan provides that, in making grants, the Executive Compensation
Committee shall take into consideration the contribution the employee has made
or may make to the success of the Company and such other factors as the
Executive Compensation Committee shall determine. The exercise price of the
share options must be at least 100% of the fair market value of the Common
Shares on the date of grant.
The Executive Compensation Committee also has the discretion to grant a share
appreciation right ("SAR") in tandem with any option granted under the 1988
Plan, or after the date of grant, to amend any
14
<PAGE>
NSO to include an SAR. An SAR entitles an optionee to surrender an unexercised
option to the Company and to receive in exchange therefor the number of Common
Shares having an aggregate value equal to the excess of the fair market value
of one Common Share on the date of exercise over the purchase price per Common
Share specified in such option, times the number of Common Shares called for by
the option (or portion thereof) surrendered. In addition, the Executive
Compensation Committee may elect to settle the Company's obligation with
respect to the exercise of an SAR by the payment of cash equal to the aggregate
fair market value of the Common Shares it would otherwise be obligated to give.
Any such SAR is subject to such terms and conditions, not inconsistent with the
1988 Plan, as the Executive Compensation Committee may impose.
Any SAR granted under the 1988 Plan is only exercisable to the extent that
the related option is exercisable. Further, an SAR is only exercisable upon a
showing of hardship by the optionee and upon consent of the Executive
Compensation Committee. Because of the hardship requirement and the consent
required from the Executive Compensation Committee with respect to the exercise
of a tandem SAR, the Company will not, at the time of grant, have to recognize
as compensation expense the value of the SAR for financial reporting purposes.
Share grants made pursuant to the 1988 Plan may be subject to a vesting
period as set at the time of grant. All share grants made to date vest over a
four year period.
All share options expire ten years from the date of grant, or upon an
optionee's termination of employment with the Company or an Affiliate for any
reason other than death, except that the Executive Compensation Committee may,
in its discretion, grant an option which permits the exercise after the
optionee's retirement. Upon an optionee's termination of employment by reason
of death, the optionee's options, to the extent then exercisable, may be
exercised for a period of one year after the date of the optionee's death, but
no more than ten years after the date an option was granted. The 1988 Plan
permits the Company to allow an optionee, upon exercise of an option, to
satisfy any applicable federal income tax requirements in the form of either
cash or Common Shares, including Common Shares issuable upon exercise of such
option.
Pursuant to the discretion given to the Executive Compensation Committee to
impose conditions upon options granted under the 1988 Plan, all options granted
to date under the 1988 Plan are exercisable to the extent of one-third of the
option shares after the expiration of one year from the date of grant, two-
thirds after the expiration of two years and in full after the expiration of
three years. Further, options may be exercised only after one year of
continuous employment with the Company.
The Board of Trust Managers of the Company may amend the 1988 Plan at any
time, except that any amendment that affects the aggregate number of Common
Shares that may be issued under share options granted pursuant to the 1988 Plan
or the material terms of the share options granted pursuant to the 1988 Plan,
would require shareholder approval. Unless previously terminated by the Board
of Trust Managers, the 1988 Plan will terminate on December 31, 1997.
Federal Income Taxes. As a general rule, no income will be recognized by an
employee upon the grant of either ISOs or NSOs. Upon the exercise of an NSO,
the employee will be treated as receiving compensation
15
<PAGE>
income in an amount equal to the excess of the fair market value of the Common
Shares at the time of exercise over the option price paid for the Common
Shares, and the Company may claim a deduction for compensation paid in the same
amount and at the same time as compensation is taxable to the employee,
provided the Company makes the proper tax withholding with respect to the
exercise by an employee and the amount of such compensation income is
reasonable under the Code. Upon a subsequent disposition of the Common Shares,
any difference between the fair market value of the Common Shares at the time
of exercise and the amount realized on the disposition would be eligible for
treatment as long-term capital gain or loss if the Common Shares were held for
more than twelve months. The exercise of an ISO, on the other hand, does not
subject the optionee to federal income tax; however, the "spread" upon the
exercise of an ISO is an item of adjustment for purposes of the alternative
minimum tax. If the optionee holds the Common Shares received upon the exercise
of an ISO for the requisite holding period, gain on the disposition of such
Common Shares is treated as long-term capital gain. If a disposition of such
Common Share is made in a taxable transaction before expiration of the holding
period, a portion of the gain on disposition will be treated as ordinary income
and the balance as long-term or short-term capital gain, depending on the
length of time the Common Shares were held. The Company is allowed a deduction
in the year of disposition of Common Shares received upon exercise of an ISO
only to the extent the amount of any gain is taxable to the optionee as
ordinary income.
An optionee who receives an SAR will not recognize any taxable income upon
receipt of the SAR, but upon exercise of the SAR, the fair market value of the
Common Shares (or the cash in lieu of Common Shares) received must be treated
as ordinary income by the optionee for that year. Under such circumstances, the
Company will, in general, be entitled to a deduction equal to the amount
taxable to the optionee as ordinary income as described above with respect to
NSOs. If the optionee receives Common Shares upon the exercise of an SAR and
thereafter disposes of such Common Shares in a taxable transaction, the
difference between any amount realized on such disposition and the amount
treated as ordinary income upon the exercise of the SAR will be treated as a
capital gain or loss (provided the Common Shares were held as a capital asset
on the date of disposition), which will be a long or short-term capital gain or
loss depending on the holding period of the Common Shares.
In general, no income will be recognized by an employee upon the receipt of a
share grant. Upon the date that Shares granted become either transferable by
the employee or no longer subject to a substantial risk of forfeiture, the
employee will be treated as receiving compensation income in an amount equal to
the then fair market value of the Shares, and the Company will be entitled to a
deduction in the same amount, provided that it makes the proper tax withholding
and the amount is reasonable compensation under the Code.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee are Messrs. Dow, Lasher
and Shapiro. Mr. Shapiro, an executive officer and director of TCB, serves on
the Compensation Committee. The Company and certain of its joint ventures are
depositors with TCB. Additionally, the Company has entered into a $150 million
syndicated revolving credit agreement of which TCB participates in an amount of
$110 million and is
16
<PAGE>
the agent for the syndication. As of December 31, 1994, $145 million was
outstanding under such agreement. From time to time, the Company has made
short-term borrowings from independent third parties which were arranged
through TCB. The principal amount of such borrowings, which did not exceed
$52.4 million during 1994, was secured by government-backed securities owned by
the Company. TCB is also the trustee under the grantor trust, which holds
certain employee deferred compensation funds.
Weingarten Properties Trust ("WPT"), a Texas real estate investment trust
that owns five shopping centers and also currently qualifies as a REIT, shares
certain common officers and/or Board members with the Company. Messrs. S.
Alexander, Debrovner, Dow, Lasher, Robertson, A. Alexander and Cunningham are
officers and/or directors of WPT. During 1994, the Company borrowed funds from
WPT pursuant to a short-term unsecured note for short-term investment of WPT's
excess cash. Interest on funds advanced from WPT to the Company accrues at the
30-day certificate of deposit rate and ranged from 2.7% to 4.0% during 1994.
The largest amount owed by the Company during 1994 was $.7 million. As of
December 31, 1994, the Company owed WPT $.7 million. During 1994, the Company
paid WPT $9,352 in interest on the funds advanced.
The Company currently owns 76% of the outstanding common stock of WPT. The
Company may, in the future, attempt to acquire the remaining stock ownership of
WPT through negotiated or open market purchase or by means of a tender offer or
a business combination.
The Company also contracts to manage the day-to-day business and properties
of WPT. WPT paid the Company approximately $.2 million during 1994 for the
management of its properties and the operation of its business.
Messrs. S. Alexander, A. Alexander, Debrovner, Dow, Lasher and Schnitzer are
shareholders and officers and/or directors of WRI Holdings, Inc., a Texas
corporation ("Holdings"). In December 1984, the Company contributed certain
assets and cash to Holdings in exchange for, among other consideration, $26.8
million original principal amount of debt securities (the "Holdings Debt
Securities") and common stock of Holdings. The assets contributed by the
Company to Holdings included unimproved land in the Railwood Industrial Park in
northeast Houston ("Railwood"), and all of the issued and outstanding capital
stock of Plaza Construction, Inc. ("Plaza") and Leisure Dynamics, Inc.
("Leisure Dynamics"). The Holdings Debt Securities were issued pursuant to
three separate trust indentures and originally consisted of $16.7 million
principal amount of debt securities (the "Hospitality Bonds") due December 28,
2004, $7.0 million principal amount of debt securities (the "Railwood Bonds")
due December 28, 2004 and $3.2 million principal amount of debt securities (the
"Plaza Bonds") due December 28, 1994. The Plaza Bonds were extended and are
currently due December 28, 1995.
Interest must be paid on the outstanding principal amount of the Hospitality
Bonds at a rate equal to the greater of 16% per annum or 11% of Holdings' pro
rata share of the gross revenues per year from eight hotels currently owned by
the Hospitality Ventures, but not more than 18%, the maximum lawful rate in
Texas applicable to the Hospitality Bonds. The Hospitality Bonds were
structured so that the Company would, under certain circumstances, receive
interest income based on the revenues of the Hospitality Ventures. As of March
3, 1995, $16.0 million remained owing under the Hospitality Bonds.
17
<PAGE>
As of March 3, 1995, the outstanding principal amount owing on the Railwood
Bonds and the Plaza Bonds were $6.2 million and $3.2 million, respectively.
Interest on both bonds accrues at the rate of 16% per annum (the "accrual
rate"), but is due and payable quarterly at the rate of 10% per annum (the "pay
rate"). The difference between the accrual rate and the amount of interest paid
by Holdings at the pay rate on such debt securities is treated as unpaid
accrued interest, which will not accrue any compound interest and is payable
with the principal at maturity. The Company recognizes as interest income only
the amount actually received at the pay rate. Therefore, the Company does not
carry the difference between the accrual rate and the pay rate as an asset on
the Company's Consolidated Balance Sheet. Such nonrecognized accrued interest
outstanding as of December 31, 1994 under the Railwood and Plaza Bonds was $4.1
million and $1.9 million, respectively.
Pursuant to a loan agreement between Holdings and the Company and pursuant to
a note, dated December 28, 1984, as amended in October 1987, January 1991 and
March 1994 (the "Accrual Note"), Holdings may borrow from the Company the
amount necessary, up to a maximum of $20 million, to enable Holdings to pay the
interest owing on the Holdings Debt Securities. Interest on the Accrual Note
will accrue at the highest rate per annum permitted by Texas law as to a
portion of the debt and at the TCB prime rate plus 2% per annum (but not in
excess of the maximum legal rate) as to the balance of the debt. The Accrual
Note is payable December 28, 2004. As of December 31, 1994, $17.8 million was
outstanding under the Accrual Note, which represents the difference between the
amount recognized as interest income on the Holdings Debt Securities and the
pay rate applicable to such bonds, i.e., the Company did not recognize as
income that portion of the pay rate interest received by the Company which had
been borrowed by Holdings under the Accrual Note.
In November 1982, the Company entered into a loan agreement (the "River
Pointe Loan Agreement"), which was amended effective December 1, 1991, with
River Pointe Venture I, a joint venture in which Plaza was a joint venture
partner until October 1987, at which time Plaza acquired all the joint venture
interest in such venture owned by the other joint venture partner and became
the successor of such joint venture under the River Pointe Loan Agreement.
Under the terms of the River Pointe Loan Agreement, the Company may lend Plaza
up to $12 million for construction and development of River Pointe. Interest
accrues at the prime rate plus 1%, but not in excess of the maximum rate
permitted by law, and payment of the outstanding principal balance is due
December 1, 1995. As of December 31, 1994, the principal amount outstanding
under the River Pointe Loan Agreement was $10.6 million plus accrued interest
of $4.8 million.
Mr. Dow, president and a shareholder of Dow, Cogburn, & Friedman, P.C.,
serves on the Compensation Committee. During the year ended December 31, 1994,
the Company and certain of the joint ventures in which the Company was a
venturer paid such law firm $.8 million for certain legal services.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers, trust
managers, and persons who own more than 10 percent of the Company's Common
Shares, to file initial reports of ownership and reports of changes in
ownership (Forms 3, 4 and 5) of Common Shares with the Securities and Exchange
Commission
18
<PAGE>
("SEC") and the New York Stock Exchange. Officers, trust managers and greater
than 10 percent holders are required by SEC regulation to furnish the Company
with copies of all such forms that they file.
To the Company's knowledge, based solely on the Company's review of the
copies of such reports received by the Company and written representations that
no Form 5s were required, the Company believes that during the fiscal year
ended December 31, 1994, all Section 16(a) filing requirements applicable to
its officers, trust managers and greater than 10 percent beneficial owners were
complied with, except that Mr. Robertson, an executive officer of the Company,
made a late filing for a Form 4 which reported purchases in 1991 and 1993
through an IRA totaling 307 shares, Mr. Jeffrey Tucker, an executive officer of
the Company, failed to timely report the purchase of 100 shares through his IRA
and Mr. Lasher, a trust manager of the Company, made a late filing for a Form 3
relating to a personal trust.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at the next Annual Meeting of
Shareholders must be in writing and received at the Company's principal
executive office by the Company's Secretary no later than November 24, 1995, in
order to be included in the next year's proxy statement.
OTHER BUSINESS
The trust mangers of the Company know of no matters expected to be presented
at the Annual Meeting of Shareholders other than those described above;
however, if other matters are properly presented to the meeting for action, it
is intended that the persons named in the accompanying form of proxy, and
acting thereunder, will vote in accordance with their best judgment on such
matters.
FORM 10-K REPORT
UPON THE WRITTEN REQUEST OF EACH SHAREHOLDER SOLICITED HEREBY, ADDRESSED TO
THE COMPANY, ATTENTION: M. CANDACE DUFOUR, SECRETARY, 2600 CITADEL PLAZA DRIVE,
HOUSTON, TEXAS 77008, THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF ITS
ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR
ENDED DECEMBER 31, 1994. ANY BENEFICIAL OWNER MAKING SUCH A REQUEST MUST SET
FORTH THEREIN A GOOD-FAITH REPRESENTATION THAT AS OF MARCH 3, 1995, HE WAS A
BENEFICIAL OWNER OF THE COMPANY'S SECURITIES ENTITLED TO VOTE AT THE ANNUAL
MEETING OF SHAREHOLDERS.
By order of the Board of Trust
Managers
M. CANDACE DuFOUR
Vice President and Secretary
Dated March 23, 1995
Houston, Texas
19
<PAGE>
APPENDIX A
WEINGARTEN REALTY INVESTORS
1988 SHARE OPTION PLAN
1. PURPOSE
The purpose of the Weingarten Realty Investors 1988 Share Option Plan (the
"Plan") is to advance the interests of Weingarten Realty Investors ("WRI"), a
Texas real estate investment trust, and its Affiliates (as defined below) by
providing share ownership opportunities to certain key employees of WRI and its
Affiliates who contribute significantly to the performance of WRI. In addition,
the Plan is intended to enhance the ability of WRI and its Affiliates to
attract and retain individuals of superior managerial ability and to motivate
such key employees to exert their best efforts toward future progress and
profitability of WRI.
For purposes of the Plan, an Affiliate shall be any corporation in which WRI
has a direct or indirect ownership interest of 50% or more of the total
combined voting power of all classes of stock in such corporation.
2. ADMINISTRATION AND INTERPRETATION
a. Administration. The Plan shall be administered by a committee (the
"Committee") consisting of not less than three members of the Trust Managers of
WRI appointed by and serving at the pleasure of the Trust Managers. All members
of the Committee shall be "disinterested persons" within the meaning of Rule
16b-3 of the General Rules and Regulations under the Securities Exchange Act of
1934. The Trust Managers may from time to time appoint members of the Committee
in substitution for or in addition to members previously appointed and may fill
vacancies, however caused, in the Committee. The Committee may prescribe, amend
and rescind rules and regulations for administration of the Plan and shall have
full power and authority to construe and interpret the Plan. A majority of the
members of the Committee shall constitute a quorum and the acts of a majority
of the members present at a meeting or the acts of a majority of the members
evidenced in writing shall be the acts of the Committee. The Committee may
correct any defect or any omission or reconcile any inconsistency in the Plan
or in any award or grant made hereunder in the manner and to the extent it
shall deem desirable.
The Committee shall have the full and exclusive right to grant all share
options ("Options") and to make all awards under the Plan. In granting Options
or making awards, the Committee shall take into consideration the contribution
the employee has made or may make to the success of WRI or its Affiliates and
such other factors as the Committee shall determine. The Committee shall also
have the authority to consult with and receive recommendations from officers
and other employees of WRI and its Affiliates with regard to these matters. In
no event shall any employee, his legal representatives, heirs, legatees,
distributees, or successors have any right to participate in the Plan except to
such extent, if any, as the Committee shall determine.
The Committee may from time to time in granting Options or making awards
under the Plan prescribe such other terms and conditions concerning such
Options or awards as it deems appropriate, including,
A-1
<PAGE>
without limitation, the achievement of specific goals established by the
Committee, provided that such terms and conditions are not more favorable to an
employee than those expressly set forth in the Plan.
The day-to-day administration of the Plan may be carried out by such officers
and employees of WRI or its Affiliates as shall be designated from time to time
by the Committee.
b. Interpretation. The interpretation and construction by the Committee of
any provisions of the Plan or of any grant or award under the Plan and any
determination by the Committee under any provision of the Plan or any such
grant or award shall be final and conclusive for all purposes.
c. Limitation on Liability. Neither the Committee nor any member thereof
shall be liable for any act, omission, interpretation, construction or
determination made in connection with the Plan in good faith, and the members
of the Committee shall be entitled to indemnification and reimbursement by WRI
in respect of any claim, loss, damage or expense (including counsel fees)
arising therefrom to the full extent permitted by law. The members of the
Committee shall be named as insureds under any directors and officers (or
similar) liability insurance coverage which may be in effect from time to time.
3. SHARES SUBJECT TO GRANTS UNDER THE PLAN
a. Limitation on Number of Shares. The shares subject to grants of Options
and awards of Restricted Shares ("Restricted Shares") shall be shares of WRI's
authorized but unissued common shares of beneficial interest in WRI ("Shares"),
and such Shares, if any, held as "treasury stock" by WRI. Subject to adjustment
as hereinafter provided, the aggregate number of Shares as to which Options may
be granted or that may be subject to awards of Restricted Shares under the Plan
shall not exceed 500,000.
Shares ceasing to be subject to an Option or Restricted Share award because
of the exercise of such Option or the vesting of such award shall no longer be
subject to any further grant under the Plan. However, if any outstanding
Option, in whole or in part, expires or terminates unexercised or is cancelled
or any Restricted Share award, in whole or in part, expires or is terminated or
forfeited, for any reason prior to January 1, 1998, the Shares allocable to the
unexercised, terminated, cancelled or forfeited portion of such Option or
Restricted Share award may again be made the subject of grants or awards under
the Plan.
b. Adjustments of Aggregate Number of Shares. The aggregate number of Shares
stated in Section 3(a) shall be subject to appropriate adjustment, from time to
time, in accordance with the provisions of Section 6 hereof.
4. ELIGIBILITY
The individuals who shall be eligible to receive Options and Restricted
Shares under the Plan shall be such key employees of WRI or any Affiliate as
the Committee from time to time shall determine.
A-2
<PAGE>
5. OPTIONS
a. Grants of Options. Options granted under the Plan may be either
nonqualified stock options or incentive stock options ("ISO's"). The term ISO
shall mean an option which is intended to qualify as an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). With respect to an Option that is intended to be an ISO, the aggregate
Market Value Per Share (determined at the date such Option was granted) of the
Shares with respect to which such ISO is exercisable for the first time by the
optionee during any calendar year (under all such plans of the individual's
employer corporation and its parent and subsidiary corporations) shall not
exceed $100,000.
No ISO shall be granted to any person who, at the time of the grant, owns
Shares possessing more than 10% of the total combined voting power of WRI or
any parent or subsidiary of WRI, unless (A) on the date such ISO is granted the
option price is at least 110% of the Market Value Per Share of the Shares
subject to the ISO and (B) such ISO by its terms is not exercisable after the
expiration of five years from the date such ISO is granted.
Options granted under the Plan shall be of such type (i.e., a nonqualified
stock option or an ISO), for such number of Shares, and be subject to such
terms and conditions, which may include, without limitation, the achievement of
specific goals, as the Committee shall designate. Options may be granted by the
Committee to any individual eligible to receive the same at any time and from
time to time.
b. Terms of Options. Options granted pursuant to this Plan shall be evidenced
by written agreements (separate agreements shall be used with respect to grants
of nonqualified stock options and ISO's) which shall comply with and be subject
to the following terms and conditions and may contain such other provisions,
consistent with the terms of this Plan, as the Committee shall deem advisable.
References herein to agreements shall include, to the extent applicable, any
amendments to such agreements.
(1) Payment of Option Exercise Price. Upon exercise of an Option, the full
option purchase price for the Shares with respect to which the Option is being
exercised shall be payable to WRI (i) in cash or by check payable and
acceptable to WRI or (ii) subject to the approval of the Committee, by
tendering to WRI Shares owned by the optionee having an aggregate Market Value
Per Share as of the date of exercise and tender which is not greater than the
full option purchase price for the Shares with respect to which the Option is
being exercised and by paying the remainder of the option purchase price as
provided in (i) above; however, the Committee may, upon confirming that the
optionee owns the number of additional Shares being tendered, authorize the
issuance of a new certificate for the number of Shares being acquired pursuant
to the exercise of the Option less the number of Shares being tendered upon the
exercise and return to the optionee (or not require surrender of) the
certificate for the Shares being tendered upon the exercise. Payment
instructions will be received subject to collection.
(2) Number of Shares. Each agreement shall state the total number of Shares
which are subject to the Option.
A-3
<PAGE>
(3) Exercise Price. The exercise price for each Option shall be fixed by the
Committee at the date of grant but in no event may such exercise price per
share be less than the Market Value Per Share on the date of the grant of the
Option.
(4) Market Value Per Share. The Market Value Per Share as of any particular
date shall be determined by any fair and reasonable means determined by the
Committee.
(5) Term. The term of each Option shall be determined by the Committee at the
date of grant; provided, however, that each Option that is an ISO shall,
notwithstanding anything in the Plan or an agreement to the contrary, expire
not more than ten years from the date the Option is granted or, if earlier, the
date specified in the agreement at the date of grant of such Option. An Option
that is a nonqualified stock option shall expire not more than ten years plus
one day from the date the Option is granted, or if earlier, the date specified
in the agreement at the date of grant of such Option.
(6) Date of Exercise. Each agreement may, in the discretion of the Committee,
state that the Option granted therein may not be exercised in whole or in part
for a period or periods of time specified in such agreement and except as so
specified therein, any Option may be exercised in whole at any time or in part
from time to time during its term.
(7) Termination of Employment. In the event that an individual's employment
with WRI and its Affiliates shall terminate, for reasons other than (i)
retirement pursuant to a retirement plan or policy of WRI or one of its
Affiliates ("retirement"), (ii) permanent disability as determined by the
Committee based on the opinion of a physician selected or approved by the
Committee ("permanent disability") or (iii) death, the individual's Options
shall be exercisable by him, subject to subsections (5) and (6) above, only
within three months after such termination, but only to the extent the Option
was exercisable immediately prior to such termination of employment.
If, however, any termination of employment is due to retirement or permanent
disability, the individual shall have the right, subject to the provisions of
subsections (5) and (6) above, to exercise his Option at any time within the
12-month period commencing on the day next following after such termination of
employment to the extent that the individual was entitled to exercise the same
on the day immediately prior to such termination. Whether any termination of
employment is due to retirement or permanent disability and whether an
authorized leave of absence or absence on military or government service or for
other reasons shall constitute a termination of employment for the purposes of
the Plan shall be determined by the Committee.
If an individual shall die while entitled to exercise an Option, the
individual's estate, personal representative or beneficiary, as the case may
be, shall have the right, subject to the provisions of subsections (5) and (6)
above, to exercise the Option at any time within 12 months from the date of the
optionee's death, to the extent that the optionee was entitled to exercise the
same on the day immediately prior to the optionee's death.
A-4
<PAGE>
The Committee may, in its discretion, accelerate the exercisability of all or
part of an individual's Options.
c. Options Granted by Other Corporations. Options may be granted under the
Plan from time to time in substitution for stock options held by employees of
corporations who become key employees of WRI or of any Affiliate as a result of
any "corporate transaction" as defined in the Treasury Regulations promulgated
under Section 424 of the Code.
6. RESTRICTED SHARES
a. Awards of Restricted Shares. Restricted Shares may be awarded by the
Committee to any individual eligible to receive the same, at any time and from
time to time before January 1, 1998. An award may be a contingent award of
Restricted Shares to be issued to the employee in the future after the employee
has met the terms and conditions of the contingent award set by the Committee
at the time of the contingent award.
b. Description of Restricted Shares. A Restricted Share is a share that may
not be sold, exchanged, pledged, transferred, assigned or otherwise encumbered
or disposed of until the terms and conditions set by the Committee at the time
of the award of the Restricted Shares have been satisfied. A Restricted Share
shall be subject to such restrictions, terms and conditions as the Committee
may establish, which may include, without limitation, "lapse" and "non-lapse"
restrictions (as such terms are defined in regulations promulgated under
Section 83 of the Code) and the achievement of specific goals.
If an employee receives Restricted Shares (whether or not escrowed as
provided below), the employee shall be the record owner of such shares and
shall have all the rights of a shareholder with respect to such shares (unless
the escrow agreement, if any, specifically provides otherwise), including the
right to vote and the right to receive dividends or other distributions made or
paid with respect to such shares. Any certificate or certificates representing
Restricted Shares shall bear a legend similar to the following:
The shares represented by this certificate have been issued pursuant to the
terms of the Weingarten Realty Investors 1988 Share Option Plan and may not
be sold, pledged, transferred, assigned or otherwise encumbered in any
manner except as is set forth in the terms of such award dated , 199 .
In order to enforce the restrictions, terms and conditions that may be
applicable to an employee's Restricted Shares, the Committee may require the
employee, upon the receipt of a certificate or certificates representing such
shares, or at any time thereafter, to deposit such certificate or certificates,
together with stock powers and other instruments of transfer, appropriately
endorsed in blank, with WRI or an escrow agent designated by WRI under an
escrow agreement, which may be a part of a Restricted Share agreement, in such
form as shall be determined by the Committee.
After the satisfaction of the terms and conditions set by the Committee at
the time of an award of Restricted Shares to an employee, which award is not
subject to a non-lapse feature, a new certificate, without the legend set forth
above, for the number of shares that are no longer subject to such
restrictions, terms and
A-5
<PAGE>
conditions shall be delivered to the employee. The remaining Restricted Shares
issued with respect to such award, if any, shall either be reacquired by WRI
or, if appropriate under the terms of the award applicable to such shares,
shall continue to be subject to the restrictions, terms and conditions set by
the Committee at the time of award.
c. Payment of Restricted Shares. The satisfaction of the terms and conditions
set by the Committee at the time of an award (including an award made pursuant
to a contingent award) of Restricted Shares and the delivery of a certificate,
without the legend set forth above, for the portion of such award that is no
longer subject to such restrictions, terms and conditions is hereinafter
referred to as the "payment" of such portion of the award. Subject to the
provisions above, each award shall be paid at the time and in the manner
specified by the Committee at the time of the award.
d. Payment in the Event of Termination of Employment. If the employment with
WRI and its Affiliates of an employee to whom an award (including a contingent
grant) of Restricted Shares has been made is terminated for any reason before
satisfaction of the terms and conditions for the payment of all or a portion of
the award, then only such portion of the award, if any, that is payable
pursuant to its terms and conditions as of the date of the employee's
termination shall be paid and the remaining portion of such award shall be
reacquired by WRI and forfeited; provided, however, if the termination is due
to the employee's death, permanent disability or retirement, the Committee may,
in its sole discretion, deem that the terms and conditions have been met for
all or part of such remaining portion. If Restricted Shares issued shall be
reacquired by WRI and forfeited as provided above, the employee, or in the
event of his death his personal representative, shall forthwith deliver to the
Secretary of WRI the certificates for the Restricted Shares awarded pursuant to
the Plan to the employee, accompanied by such instrument of transfer, if any,
as may reasonably be required by the Secretary of WRI.
If an employee to whom Restricted Shares have been awarded dies after
satisfaction of the terms and conditions for the payment of all or a portion of
the award but prior to the actual payment of all or such portion thereof, such
payment shall be made to the employee's beneficiary or beneficiaries at the
time and in the same manner that such payment would have been made to the
employee.
7. RECAPITALIZATION
The aggregate number of Shares stated in Section 3a, the number of Shares to
which each outstanding Option relates, the exercise price in respect of each
such Option and the number of Restricted Shares awarded or outstanding, may be
proportionately adjusted in an equitable manner determined by the Committee, in
its sole discretion and without liability to any person, for any increase or
decrease in the number of issued Shares resulting from the payment of a Share
dividend, a Share split or any transaction which is a "corporation transaction"
(as defined in the Treasury Regulations promulgated under Section 424 of the
Code).
8. EMPLOYEE'S AGREEMENT
If, at the time of the exercise of any Option or the making of an award of
Restricted Shares, in the opinion of counsel for WRI, it is necessary or
desirable, in order to comply with any then applicable laws or
A-6
<PAGE>
regulations relating to the sale of securities, that the individual exercising
the Option or receiving the Restricted Shares shall agree to hold any Shares
issued to the individual for investment and without any present intention to
resell or distribute the same and that the individual will dispose of such
Shares only in compliance with such laws and regulations, the individual will,
upon the request of WRI, execute and deliver to WRI a further agreement to such
effect.
9. WITHHOLDING FOR TAXES
No Option may be exercised or distribution of shares be made under the Plan
until appropriate arrangements have been made by the individual with the
Company for the payment of any amounts that the Company may be required to
withhold with respect thereto.
10. TERMINATION OF AUTHORITY TO MAKE GRANT
No Options will be granted or awards will be made pursuant to this Plan after
December 31, 1997.
11. AMENDMENT AND TERMINATION
The Trust Managers of WRI may from time to time and at any time alter, amend,
suspend, discontinue or terminate this Plan and any grants or awards hereunder;
provided, however, that no such action of the trust managers of WRI may,
without the approval of the shareholders of WRI, alter the provisions of the
Plan so as to (i) increase the maximum number of Shares which may be subject to
awards and grants and distributed in the payment of awards and exercises under
the Plan (except as provided in Section 3b); (ii) change the class of employees
eligible to receive awards and grants under the Plan; (iii) extend beyond ten
years the maximum terms of ISO's granted under the Plan, extend beyond ten
years and one day the maximum terms for nonqualified share options granted
under the Plan, or extend the term of the Plan; or (iv) decrease the exercise
price applicable to any Option.
12. PREEMPTION BY APPLICABLE LAWS AND REGULATIONS
Anything in the Plan or any agreement entered into pursuant to the Plan to
the contrary notwithstanding, if, at any time specified herein or therein for
the making of any determination, the issue or other distribution of Shares, or
any law, regulation or requirement of any governmental authority having
jurisdiction in the premises shall require either WRI or the employee (or the
employee's beneficiary), as the case may be, to take any action in connection
with any such determination, the Shares then to be issued or distributed, or
such payment, the issue or distribution of such Shares or the making of such
determination or payment, as the case may be, shall be deferred until such
action shall have been taken.
13. MISCELLANEOUS
a. No Employment Contract. Nothing contained in the Plan shall be construed
as conferring upon any employee the right to continue in the employ of WRI or
any Affiliate.
A-7
<PAGE>
b. Employment with Affiliates. Employment by WRI for the purpose of this Plan
shall be deemed to include employment by, and to continue during any period in
which an employee is in the employment of, any Affiliate.
c. No Rights as a Shareholder. An employee shall have no rights as a
shareholder with respect to Shares covered by the employee's Option or
Restricted Share award until the date of the issuance of such Shares to the
employee pursuant thereto. No adjustment will be made for dividends or other
distributions or rights for which the record date is prior to the date of such
issuance.
d. No Right to Trust Assets. Nothing contained in the Plan shall be construed
as giving an employee, the employee's beneficiaries or any other person any
equity or interest of any kind in any assets of WRI or an Affiliate or creating
a trust of any kind or a fiduciary relationship of any kind between WRI or an
Affiliate and any such person.
e. No Restriction on Trust Action. Nothing contained in the Plan shall be
construed to prevent WRI or any Affiliate from taking any action that is deemed
by WRI or such Affiliate to be appropriate or in its best interest, whether or
not such action would have an adverse effect on the Plan or any grant made
under the Plan. No employee, beneficiary or other person shall have any claim
against WRI or any Affiliate as a result of any such action.
f. Nonassignability. Neither an employee nor an employee's beneficiary shall
have the power or right to sell, exchange, pledge, transfer, assign or
otherwise encumber or dispose of such employee's or beneficiary's interest
arising under the Plan nor shall such interest be subject to seizure for the
payment of an employee's or beneficiary's debts, judgments, alimony, or
separate maintenance or be transferable by operation of law in the event of an
employee's or beneficiary's bankruptcy or insolvency and to the extent any such
interest arising under the Plan is awarded to a spouse pursuant to any divorce
proceeding, such interest shall be deemed to be terminated and forfeited
notwithstanding any vesting provisions or other terms herein or in the
agreement evidencing such award.
g. Application of Funds. The proceeds received by WRI from the sale of Shares
pursuant to the Plan will be used for its general business purposes.
h. Governing Law; Construction. All rights and obligations under the Plan
shall be governed by, and the Plan shall be construed in accordance with, the
laws of the State of Texas without regard to the principles of conflicts of
laws. Titles and headings to Sections herein are for purposes of reference
only, and shall in no way limit, define or otherwise affect the meaning or
interpretation of any provisions of the Plan.
14. APPRECIATION RIGHTS.
Any option granted under the Plan may include, or after the date of grant any
nonqualified option may be amended to include, in the discretion of the
Committee, a share appreciation right. Such share appreciation
A-8
<PAGE>
right shall be subject to such terms and conditions, not inconsistent with the
terms of the Plan, as the Committee shall impose including the following:
(a) A share appreciation right shall be exercisable to the extent, and
only to the extent, the related option is exercisable.
(b) A share appreciation right shall entitle an optionee to surrender to
WRI unexercised the option in which it is included, or any portion thereof,
and to receive from WRI in exchange therefor the number of Shares having an
aggregate value equal to the excess of the fair market value of one share
on the date of exercise of the purchase price per share specified in such
option, times the number of shares called for by the option, or portion
thereof, which is so surrendered; provided, however, that such share
appreciation right shall only be exercisable upon a showing of "hardship"
by the optionee (or his successor) and upon consent of the Committee; and
provided further that the Committee shall be entitled to elect to settle
WRI's obligation, or any portion thereof, arising out of the permitted
exercise of a share appreciation right, by the payment of cash equal to the
aggregate fair market value of the shares on the date of exercise it would
otherwise be obligated to give. The Committee shall promulgate a standard
for determining a "hardship," said standard to be applied uniformly to all
optionees (or their successors) under the Plan. The fair market value of
said shares shall be determined by any fair and reasonable means fixed by
the Committee, including, if the Shares are listed for trading on a
national securities exchange, the mean of the high and low sales prices on
such exchange on the date in question, or if the Shares shall not have been
traded on such exchange on such date, the mean of the high and low sales
prices on such exchange on the first day prior thereto on which the Shares
were so traded.
A-9
<PAGE>
- --------------------------------------------------------------------------------
PROXY WEINGARTEN REALTY INVESTORS PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF TRUST MANAGERS
The undersigned hereby appoint(s) STANFORD ALEXANDER, MARTIN DEBROVNER AND
JOSEPH W. ROBERTSON, JR., or any of them, lawful attorneys and proxies of the
undersigned with full power of substitution, for and in the name, place and
stead of the undersigned to attend the Annual Meeting of Shareholders of
Weingarten Realty Investors to be held at The Houstonian, 111 N. Post Oak Lane,
Houston, Texas on Thursday, April 27, 1995, at 4:00 p.m., Houston time, and any
adjournment(s) thereof, with all powers the undersigned would possess if
personally present and to vote the number of votes the undersigned would be
entitled to vote if personally present.
THE BOARD OF TRUST MANAGERS RECOMMENDS A VOTE "FOR" PROPOSALS NUMBER 1, 2 AND 3.
PROPOSAL 1: The Election of [_] FOR nominees listed [_] WITHHOLD AUTHORITY
Trust Managers: below to vote for all
(Except as marked to nominees listed
the contrary) below
Stanford Alexander, Andrew M. Alexander, Martin Debrovner, Melvin A. Dow,
Stephen A. Lasher, Joseph W. Robertson, Jr., Douglas W. Schnitzer, Marc J.
Shapiro, J. T. Trotter
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME HERE:
- --------------------------------------------------------------------------------
PROPOSAL 2: Ratification of the appointment of Deloitte & Touche as the
independent auditors of the Company.
[_] FOR [_] AGAINST [_] ABSTAIN
- --------------------------------------------------------------------------------
PROPOSAL 3: To amend the 1988 Share Option Plan of the Company to increase the
number of shares available from 500,000 to 700,000:
[_] FOR [_] AGAINST [_] ABSTAIN
(TO BE SIGNED ON THE OTHER SIDE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
In accordance with their discretion, said Attorneys and Proxies are
authorized to vote upon such other matters or proposals not known at the time
of solicitation of this proxy which may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1, 2 AND 3. ANY PRIOR PROXY IS HEREBY REVOKED.
Dated: _______________________________, 1995
____________________________________________
Signature
____________________________________________
(Signature if held jointly)
Please sign exactly as your name appears at
the left. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee
or corporation, please sign in full
corporate name by president or other
authorized person. If a partnership, please
sign in partnership name by authorized
person.
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE. THANK YOU.
- --------------------------------------------------------------------------------
