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 (I.R.S. Employer
Incorporation 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 1993 INCENTIVE SHARE 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
__________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed
Maximum Maximum Amount of
Tile of Securities Amount to be Offering Price Aggregate Registration
to be registered (1) Registered PerShare Offering Price (2) Fee (3)
- ------------------------------------ ------------ --------------- ------------------- --------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial. . . . . 500,000 $ 40.25 $ 20,125,000 $ 6,098
Interest, par value $0.03 per share
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Rule 457(c).
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed in order to register an
additional 500,000 Common Shares of Beneficial Interest, par value $.03 per
share, of Weingarten Realty Investors for issuance pursuant to the 1993
Incentive Share Plan (as amended, the "Plan"). The contents of that earlier
Registration Statement (Registration No. 33-52473), which registered 500,000
shares for issuance under the Plan and was filed on March 1, 1994, are hereby
incorporated by reference.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information.
*
_______________________
* Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933 is omitted from this Registration Statement in accordance with Rule 428
under the Securities Act of 1933 and the Note to Part I of Form S-8.
<PAGE>
FORM OF REOFFER PROSPECTUS
29,400 SHARES
WEINGARTEN REALTY INVESTORS
Common Shares of Beneficial Interest, $.03 par value per share
All of the 29,400 Common Shares of Beneficial Interest ("Common Shares"),
$.03 par value per share, of Weingarten Realty Investors ("Weingarten" or the
"Company") offered hereby are offered for the account of the shareholders
described herein (the "Selling Shareholders"). See "Selling Shareholders."
The Common Shares to be offered are those acquired by the Selling Shareholders
pursuant to the Weingarten Realty Investors 1993 Incentive Share Plan. The
Company will not receive any proceeds from the sale of such Common Shares by
the Selling Shareholders. The 29,400 Common Shares offered hereby are
referred to herein as the "Selling Shareholder Shares."
The Selling Shareholder Shares may be sold by the Selling Shareholders,
or by pledgees, donees, transferees or other successors in interest. Such
sales may be made on the New York Stock Exchange (the "NYSE") or on any
exchange on which the Common Shares are then traded, in the over-the-counter
market, or otherwise at prices and at terms then prevailing, or in
independent, negotiated transactions or otherwise. The Selling Shareholder
Shares offered hereby may be sold at market prices prevailing at the time of
sale or at negotiated prices. The Selling Shareholder Shares may be sold,
without limitation, in one or more of the following types of transactions: (i)
a block trade in which the broker or dealer so engaged will attempt to sell
the Selling Shareholder Shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction; (ii) purchases by a
broker or dealer as principal and resale by the broker or dealer for its
account pursuant to this Prospectus; (iii) an exchange distribution in
accordance with the rules of the exchange; and/or (iv) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Shareholders may
arrange for the other brokers or dealers to participate. Brokers or dealers
may receive commissions or discounts from Selling Shareholders in amounts to
be negotiated. These brokers or dealers and any other participating brokers
or dealers, as well as certain pledgees, donees, transferees and other
successors in interest, may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), in
connection with the sales of the Selling Shareholder Shares. In addition, any
securities covered by this Prospectus that qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather than pursuant
to this Prospectus.
The aggregate proceeds to the Selling Shareholders from the sale of the
Selling Shareholder Shares will be the purchase price of the Selling
Shareholder Shares sold less the aggregate agents' commissions and
underwriters'discounts, if any, paid in connection with such sale. The
Company will pay substantially all of the expenses incident to the
registration of the Selling Shareholder Shares, except for selling commissions
and discounts associated with the sale of the Selling Shareholder Shares, all
of which will be paid by the Selling Shareholders.
The Common Shares are listed on the NYSE under the symbol "WRI." The
closing price of the Common Shares as reported on the NYSE on October 6,
1997, was $40.00 per share.
THE COMMON SHARES OFFERED HEREBY INVOLVE CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL
The date of this Prospectus is October 14, 1997.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form S-8 under the Securities Act with respect to the securities offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. Descriptions
contained in this Prospectus of certain contracts or other documents which
have been filed as exhibits to the Registration Statement are not necessarily
complete, an in each instance reference is made to the copy of the contract or
other document filed as an exhibit to the Registration Statement, each such
description being qualified in all respects by that reference. For further
information regarding the Company and the securities offered hereby, reference
is hereby made to the Registration Statement which may be obtained from the
Commission at its principal office in Washington, D.C., upon payment of fees
prescribed by the Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy and information statements and
other information with the Commission. The reports, proxy and information
statements, and other information filed by the Company with the Commission may
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
will also be available for inspection and copying at the regional offices of
the Commission located at 13th Floor, 7 World Trade Center, New York, New York
10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of the material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding the Company and other
registrants that have been filed electronically with the Commission. The
address of such site is http://www.sec.gov. The Common Shares are traded on
the NYSE. The reports, proxy and information statements and other information
also can be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon
written or oral request of that person, a copy of any document incorporated
herein by reference (other than exhibits to those documents unless the
exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates by reference). Requests should be directed to
Mr. Stephen C. Richter, Weingarten Realty Investors, 2600 Citadel Plaza Drive,
Houston, Texas 77008.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997; and
4. The description of the Company's Common Shares contained in the
registration statement on Form 8-B under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") filed by the Company with the Commission (File
No. 1-9876).
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the date of the filing of such documents with the Commission.
Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of the Registration Statement and
this Prospectus to the extent that a statement contained in the Registration
Statement, this Prospectus, or any other subsequently filed document that is
also incorporated by reference herein modifies or supersedes that statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
RISK FACTORS
In addition to the other information in this Prospectus, the following
should be considered carefully in evaluating the Company and its business
before purchasing the Common Shares offered hereby.
ADVERSE CONSEQUENCES OF FAILURE TO QUALIFY AS A REIT
The Company must meet a number of highly technical and complex
requirements to maintain its status as a REIT under the Internal Revenue Code
of 1986, as amended (the "Code"). Failure to qualify as a REIT would result
in the taxation of the Company at corporate rates and loss of pass-through tax
treatment which would have a significant adverse effect on the return to
shareholders. Failure to qualify as a REIT under the Code during a taxable
year would generally render the Company ineligible to elect REIT status again
until the fifth subsequent taxable year. The Company will not be required to
make distributions to shareholders in the event that it fails to qualify as a
REIT under the Code and there can be no assurance that the Company will
continue to make distributions in such event. Transfers of the Common Shares
are subject to certain restrictions to protect the Company's REIT status under
the Code. In addition, the Company may be subject to state or local taxes.
No assurance can be given that legislation, new regulations, administrative
interpretations or court decisions will not change the tax laws with respect
to qualification as a REIT, the federal income tax consequences of such
qualification or the application of state or local taxes to the Company.
REAL ESTATE INVESTMENT CONSIDERATIONS
Economic Performance and Value of Properties Dependent on Many Factors.
Real property investments are subject to varying degrees of risk. The yields
available from equity investments in real estate depend on the amount of
income generated and expenses incurred. If the Company's properties do not
generate income sufficient to meet operating expenses, including debt service,
the Company's income and ability to make distributions to its shareholders
will be adversely affected.
The income from and market value of a leased property may be adversely
affected by such factors as changes in the general economic climate, local
conditions such as an oversupply of space or a reduction in demand for real
estate in the area, the attractiveness of the properties to tenants and
competition from other available space. Real estate values and income are
also affected by such factors as government regulations and changes in real
estate, zoning or federal income tax laws, interest rate levels, the
availability of financing and potential liability under environmental and
other laws.
Adverse economic conditions could adversely affect the ability of a
tenant to make its lease payments to the Company, resulting in a reduction in
the cash flow of the Company and a decrease in the value of the property
leased to such tenant in the event the lease is terminated and the Company is
unable to lease the property to another tenant on similar or better terms, or
at all. In addition, the Company may experience delays in enforcing its
rights as lessor and may incur substantial costs in protecting its investment.
The Company not only could lose the cash flow from such defaulting tenant, but
in order to prevent a foreclosure, also might divert cash flow generated by
other properties to meet mortgage payments, if any, and pay other expenses
associated with owning the property with respect to which the default
occurred.
Dependence on Rental Income from Real Property to Meet Debt Obligations
and Make Distributions. As substantially all of the Company's income is
derived from rental income from real property, the Company's income and funds
from operations could be adversely affected if a single major tenant was or a
number of smaller tenants were unable to meet their obligations to the Company
or if the Company was unable to lease on economically favorable terms a
significant amount of space in its properties. Although such adverse effect
may be limited by the fact that the Company does not rely on any single major
tenant, such risk is not eliminated. In addition, the Company's tenants may
have the right to terminate their leases upon the occurrence of certain
customary events of default, or, in some cases, if the lease held by an anchor
tenant or other principal tenant of the property expires, is terminated or the
property subject to the lease is vacated, even if rent continues to be paid
under the lease. No assurance can be given that leases that expire or are
terminated can be renewed or replaced, or that the properties covered by
leases that expire or are terminated can be leased to comparable tenants or on
comparable terms, or at all.
Risk of Bankruptcy of Major Tenants. The bankruptcy or insolvency of a
major tenant or a number of small tenants may have an adverse impact on the
properties affected and on the income produced by such properties. Under
bankruptcy law, a tenant has the option of continuing or terminating any
unexpired lease. If the tenant continues its lease with the Company, the
tenant must cure all defaults under the lease and provide the Company with
adequate assurance of its future performance under the lease. If the tenant
terminates the lease, the Company's claim for breach of the lease would
(absent collateral securing the claim) be treated as a general unsecured
claim. General unsecured claims are the last claims to be paid in a
bankruptcy and therefore funds may not be available to pay such claims. As of
September 1, 1997, none of the Company's major tenants are currently in
bankruptcy or defaulted on a lease.
Illiquidity of Real Estate Investments. Equity real estate investments
are relatively illiquid which limits the ability of the Company to vary its
portfolio promptly in response to changes in economic or other conditions. In
addition, mortgage payments and, to the extent a property is not subject to a
triple net lease, certain significant expenditures such as real estate taxes
and maintenance costs generally are not reduced when circumstances cause a
reduction in income from the investment, and should such events occur, the
Company's income and cash available for distribution to shareholders would be
adversely affected.
Changes in Laws. Costs resulting from changes in real estate taxes
generally may be passed through to tenants and, to such extent, will not
materially affect the Company. Increases in income, service or transfer
taxes, however, generally are not passed through to tenants under the lease
and may adversely affect the Company's operating cash flow and its ability to
make distributions to shareholders. Similarly, changes in laws increasing the
potential liability for environmental conditions existing on properties or
increasing the restrictions on discharges or other conditions may result in
significant unanticipated expenditures, which would adversely affect the
Company's operating cash flow and its ability to make distributions to
shareholders.
DEVELOPMENT AND ACQUISITION RISKS
The Company intends to continue acquiring existing properties and
development of new projects. New project development is subject to a number
of risks, including risks of construction delays and cost overruns that may
increase project costs, risks that the properties will not achieve anticipated
occupancy levels or sustain anticipated rent levels, and new project
commencement risks such as receipt of zoning, occupancy and other required
governmental permits and authorizations and the incurrence of development
costs in connection with projects that are not pursued to completion.
In addition, the Company anticipates that its new development will be
financed under lines of credit or other forms of short-term construction
financing that will result in a risk that permanent financing on newly
developed projects might not be available or would be available only on
disadvantageous terms. In addition, the fact that the Company must distribute
95% of its ordinary taxable income in order to maintain its qualification as a
REIT will limit the ability of the Company to rely upon income from operations
or cash flow from operations to finance new development or acquisitions. As a
result, if permanent debt or equity financing was not available on acceptable
terms to refinance new development or acquisitions undertaken without
permanent financing, further development activities or other acquisitions
might be curtailed or cash available for distribution to shareholders might be
adversely affected. Acquisitions entail risks that investments will fail to
perform in accordance with expectations and that judgments with respect to the
costs of improvements to bring an acquired property up to standards
established for the market position intended for that property will prove
inaccurate, as well as general investment risks associated with any new real
estate investment.
ENVIRONMENTAL MATTERS
Under various federal, state and local laws, ordinances and regulations,
an owner of real estate is liable for the costs of removal or remediation of
certain hazardous or toxic substances on or in such property. Such laws often
impose such liability without regard to whether the owner knew of, or was
responsible for, the presence of such hazardous or toxic substances. The
costs of any required remediation or removal of such substances may be
substantial and the owner's liability therefor as to any property is generally
not limited under such laws, ordinances and regulations and could exceed the
value of the property. The presence of such substances, or the failure to
properly remediate such substances, may adversely affect the owner's ability
to sell the property or to borrow using real estate as collateral. Some of
the Properties have been subject to Phase I environmental audits (which
involve inspection without soil sampling or ground water analysis) by
independent environmental consultants, while a majority of the Properties have
undergone asbestos reviews and other types of limited environmental
investigation. Phase I audit reports have not revealed any environmental
liability, nor is the Company aware of any environmental liability, that the
Company's management believes would have a material adverse effect on the
Company's business, assets or results of operations, taken as a whole. No
assurance, however, can be given that these reports reveal all environmental
liabilities or that no prior owner created any material environmental
condition not known to the Company. However, the Company maintains insurance
in the amount of $1 million for clean-up costs and to cover third party
liability.
The Company believes that it is in compliance in all material respects
with all federal, state and local ordinances and regulations regarding
hazardous or toxic substances, and the Company has not been notified by any
governmental authority of any noncompliance, liability or other claim in
connection with any of its present or former properties.
SHARES AVAILABLE FOR FUTURE SALE
No prediction can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the market
price of the Common Shares prevailing from time to time. Sales of substantial
amounts of Common Shares or the perception that such sales could occur could
adversely affect prevailing market prices for the Common Shares.
RISKS FOR IRAS OR INVESTORS SUBJECT TO ERISA
Fiduciaries of a pension, profit-sharing or other employee benefit plan
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), should consider whether the investment of plan assets in the Common
Shares satisfies the diversification requirements of ERISA, whether the
investment is prudent in light of possible limitations on the marketability of
the Common Shares, and whether such fiduciaries have authority to acquire such
Common Shares under their appropriate governing instruments and Title I of
ERISA. Also, fiduciaries of an individual retirement account ("IRA") should
consider that an IRA may only make investments that are authorized by the
appropriate governing instruments.
POSSIBLE ADVERSE IMPACT OF MARKET CONDITIONS ON MARKET PRICE
The market value of the Common Shares could be substantially affected by
general market conditions, including changes in interest rates, government
regulatory action and changes in tax laws. An increase in market interest
rates may lead purchasers of the Common Shares to demand a higher annual yield
on the price paid for shares in the form of distributions by the Company,
which would adversely affect the market price of the Common Shares.
THE COMPANY
Weingarten Realty Investors, a trust organized under the Texas Real
Estate Investment Trust Act, and its predecessor entity began the ownership
and development of shopping centers and other commercial real estate in 1948.
The Company is self-advised and self-managed and, as of June 30, 1997, owned
or had interests in 189 developed income-producing real estate projects, 164
of which were shopping centers, located in Texas (144), Louisiana (11),
Arizona (9), Arkansas (5), New Mexico (5), Oklahoma (4), Nevada (4), Kansas
(3), Colorado (1), Missouri (1), Maine (1) and Tennessee (1). The Company's
other commercial real estate projects included 22 industrial projects, two
multi-family residential projects and one office building, which serves as the
Company's headquarters. The Company's investment focus has been and continues
to be on shopping centers and, to a lesser extent, industrial properties.
Initially, the Company grew primarily through development of properties. With
respect to these projects, the Company acquired the raw land, constructed
buildings and leased the store spaces. More recently, the Company has
expanded its property base primarily through acquisitions of properties
previously developed by other parties which satisfy investment criteria
similar to those applicable to new developments. Management believes that the
majority of the Company's growth in the immediate future will continue to
result from acquisitions, due to the continuing over-supply of existing retail
real estate projects and the prevailing market discounts from reproduction
costs for new projects. As part of its acquisition strategy, the Company
seeks under-managed properties in good locations, the value of which can be
enhanced through remerchandizing and renovating. Geographically, the Company
considers expansion in areas where it currently has a presence or where it can
acquire within a reasonable time frame a sufficient number of properties that
meet its investment criteria.
An equally important part of the Company's strategy has been to improve
the cash flow and value of its existing portfolio through: (i) maximizing
rental revenues, occupance and retail sales, (ii) operating the properties in
the most cost effective manner and (iii) renovating and remerchandizing the
tenant mix with respect to selected properties.
Occupancy of the Company's total portfolio increased to 92.5% at June 30,
1997 from 92.1% at the end of the second quarter of the prior year and was
down slightly from 93.0% at year end 1996. The Company has 3,300 leases and
2,500 different tenants. Leases for the Company's properties range from less
than a year for smaller spaces to over 25 years for larger tenants; leases
generally include minimum lease payments and contingent rentals for payment of
taxes, insurance and maintenance and for an amount based on a percentage of
the tenants' sales. The majority of the Company's anchor tenants are
supermarkets, drugstores and other retailers which generally sell basic
necessity-type items. During the first six months of 1997, the Company
completed 270 renewals or leases comprising over 1.0 million square feet of
retail space. Rental rates increased an average of 9.0% over the rates
charged to the prior tenants before the cost of capital required to complete
the lease and 4.6% net of capital costs. Retail sales on a same store basis
increased by 1.6% based on sales reported during the last twelve months, with
supermarket and drug stores up 1.8%.
Management believes that its overall debt structure is conservative.
Based upon the approximately $1.5 billion total market value of the Company at
June 30, 1997, the Company's debt represented approximately 28% of its total
market capitalization.
The Company conducts its operations in order to qualify as a REIT under
the Code. The Company's principal executive offices are located at 2600
Citadel Plaza Drive, Houston, Texas 77008, and its telephone number is (713)
866-6000. As used herein, the term "Company" refers to Weingarten Realty
Investors and its predecessors unless the context otherwise specifically
requires.
USE OF PROCEEDS
The Common Shares offered hereby are being registered for the account of
the Selling Shareholders and accordingly, the Company will not receive any
proceeds from the sale of the Selling Shareholder Shares by the Selling
Shareholders.
SELLING SHAREHOLDERS
The Selling Shareholder Shares offered by this Prospectus have been
acquired by the Selling Shareholders pursuant to the Weingarten Realty
Investors 1993 Incentive Share Plan. Each Selling Shareholder will receive
all of the net proceeds from the sale of his or her respective Selling
Shareholder Shares offered hereby. The following table sets forth with
respect to each of the Selling Shareholders owning 1,000 or more Common Shares
issued under the Company's 1993 Incentive Share Plan: (i) the name of such
Selling Shareholder; (ii) the nature of any position, office or other material
relationship which the Selling Shareholders have had within the past three
years with the Company or any of its predecessors or affiliates; (iii) the
number of Common Shares owned by each Selling Shareholder as of September 1,
1997; and (iv) the number of Common Shares owned by each of the Selling
Shareholders to be offered hereby:
<TABLE>
<CAPTION>
PERCENTAGE OF
COMMON
SHARES OWNED
NUMBER OF COMMON SHARES NUMBER OF COMMON AFTER
OWNED AS OF SHARES COMPLETION OF
NAME AND RELATIONSHIP SEPTEMBER 1, 1997 OFFERED HEREBY THE OFFERING
- ---------------------- ----------------------- ---------------- --------------
<S> <C> <C> <C>
Patty Bender(1). . . . 14,908 2,000 0.056%
Candace DuFour(2). . . 31,250 3,000 0.117
Johnny Hendrix(3). . . 14,371 2,200 0.054
John Marcisz(4). . . . 32,274 3,500 0.121
Steve Richter(5) . . . 46,555 3,400 0.174
Bill Robertson(6). . . 99,081 5,700 0.370
Tim Seckinger(7) . . . 4,231 2,000 0.016
Jeff Tucker(8) . . . . 39,325 3,400 0.147
Steve Weingarten(9). . 63,495 2,200 0.237
Robert Smith(10) . . . 4,515 2,000 0.017
----------------------- ---------------- --------------
TOTALS . . . . . . . . 350,005 29,400 1.307%
======================= ================ ==============
<FN>
(1) Vice President of the Company.
(2) Vice President of the Company.
(3) Vice President of the Company.
(4) Vice President of the Company.
(5) Senior Vice President and Treasurer of the Company.
(6) Executive Vice President of the Company.
(7) Vice President of the Company.
(8) Vice President of the Company.
(9) Vice President of the Company.
(10) Director of New Development and Acquisitions.
</TABLE>
PLAN OF DISTRIBUTION
The Selling Shareholder Shares offered hereby may be sold from time to
time by the Selling Shareholders, or by the Selling Shareholders' pledgees,
donees, transferees or other successors in interest, either directly by the
Selling Shareholder owning such shares or such Selling Shareholder's
successors in interest or through agents, underwriters or dealers. Such sales
may be effected in transactions on the NYSE, on any exchange on which the
Common Shares may from time to time be traded, in independent, negotiated
transactions or otherwise. The Common Shares offered hereby may be sold at
market prices prevailing at the time of sale or at negotiated prices. Without
limiting the generality of the foregoing, the shares offered hereby may be
sold in the following manner: (i) a block trade in which the broker or dealer
so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
(ii) a purchase by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this Prospectus; (iii) an ordinary
brokerage transaction; or (iv) a transaction in which the broker solicits
purchasers.
Any broker, dealer or underwriter to be utilized by a Selling Shareholder
will be selected by such Selling Shareholder. Any compensation payable to
such persons by a Selling Shareholder will be negotiated in the future. The
Selling Shareholders and any underwriters, dealers or agents that participate
in distribution of the shares offered hereby may be deemed to be underwriters,
and any profit on sale of the shares by the Selling Shareholders and any
discounts, commissions or concessions received by any underwriter, dealer or
agent may be deemed to be underwriting discounts and commissions under the
Securities Act.
The Selling Shareholder Shares covered hereby may be sold pursuant to the
registration statement of which this Prospectus is a part, pursuant to Rule
144 promulgated by the Commission under the Securities Act or pursuant to an
exemption from registration under the Securities Act.
LEGAL MATTERS
The validity of the Common Shares offered hereby will be passed upon for
the Company by Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., Dallas, Texas.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus and Registration Statement by reference from
the Weingarten Realty Investor's Annual Report on form 10-K for the year ended
December 31, 1996 have been audited by Deloitte & Touche, independent
auditors, as stated in their report which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
<PAGE>
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company or the Selling Shareholders. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy,
the securities offered hereby in any jurisdiction in which such offer or
solicitation is not authorized, or to any person to whom it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that any information contained therein is correct as of any time subsequent to
the date hereof.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C>
Available Information . . . 2
Incorporation of Certain
Documents by Reference 2
Risk Factors. . . . . . . . 3
The Company . . . . . . . . 5
Use of Proceeds . . . . . . 6
Selling Shareholders. . . . 6
Plan of Distribution. . . . 7
Legal Matters . . . . . . . 8
Experts . . . . . . . . . . 8
</TABLE>
29,400 SHARES
WEINGARTEN
REALTY
INVESTORS
COMMON SHARES
OF BENEFICIAL INTEREST
PROSPECTUS
October 14, 1997
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below hereby are incorporated by reference into this
registration statement on Form S-8 (the "Registration Statement"). All
documents subsequently filed by Weingarten Realty Investors (the "Company")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Registration
Statement and before the filing of a post-effective amendment to the
Registration Statement which indicates that all of the Common Shares of
Beneficial Interest ("Common Shares") offered hereunder have been sold or
which deregisters all such shares then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997; and
4. The description of the Company's Common Shares contained in the
registration statement on Form 8-B under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") filed by the Company with the Commission (File
No. 1-9876).
ITEM 4. DESCRIPTION OF SECURITIES
Not required.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF TRUST MANAGERS AND OFFICERS
Section 9.1(B) of the Texas Real Estate Investment Trust Act (the "Act")
empowers a real estate investment trust to indemnify any person who was, is or
is threatened to be made a named defendant or respondent in any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative or any inquiry or investigation
that can lead to such an action, suit, or proceeding because the person is or
was a trust manager, officer, employee or agent of the real estate investment
trust or is or was serving at the request of the real estate investment trust
as a trust manager, director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another real estate investment
trust, corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise against expenses (including court
costs and attorney fees), judgments, penalties, fines and settlements if he
conducted himself in good faith and reasonably believed his conduct was in or
not opposed to the best interests of the real estate investment trust and, in
the case of any criminal proceeding had no reasonable cause to believe that
his conduct was unlawful.
The Act further provides that a person may not be indemnified in respect
of a proceeding in which the person is found liable on the basis that personal
benefit was improperly received by him or in which the person is found liable
to the real estate investment trust. Indemnification pursuant to Section
9.1(B) of the Act is limited to reasonable expenses actually incurred and may
not be made in respect of any proceeding in which the person has been found
liable for willful or intentional misconduct in the performance of his duty to
the real estate investment trust.
Section 15 of the Act provides that a trust manager shall not be liable
for any claims or damages that may result from his acts in the discharge of
any duty imposed or power conferred upon him by the real estate investment
trust, if, in the exercise of ordinary care, he acted in good faith and in
reliance upon the written opinion of an attorney for the real estate
investment trust. In addition, no trust manager shall be liable to the real
estate investment trust for any act, omission, loss, damage, or expense
arising from the performance of his duty under a real estate investment trust,
save only for his own willful misfeasance or malfeasance or negligence.
Article 16 of the Declaration of Trust provides that the Company shall
indemnify officers and trust managers, as set forth below.
(a) The Company shall indemnify, to the extent provided in the
Company's Bylaws, every person who is or was a Trust Manager or officer of the
Company or its corporate predecessor and any person who is or was serving at
the request of the Company or its corporate predecessor as a director,
officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan or other enterprise
with respect to all costs and expenses incurred by such person as a result of
such person being made or threatened to be made a defendant or respondent in a
proceeding by reason of his holding or having held a position named above in
this paragraph.
(b) If the indemnification provided in paragraph (a) is either (i)
insufficient to cover all costs and expenses incurred by any person named in
such paragraph as a result of such person being made or threatened to be made
a defendant or respondent in a proceeding by reason of his holding or having
held a position named in such paragraph or (ii) not permitted by Texas law,
the Company shall indemnify, to the fullest extent that indemnification is
permitted by Texas law, every person who is or was a Trust Manager or officer
of the Company or its corporate predecessor and every person who is or was
serving at the request of the Company or its corporate predecessor as a
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise with respect to all costs and expenses incurred by such person as a
result of such person being made or threatened to be made a defendant or
respondent in a proceeding by reason of his holding or having held a position
named above in this paragraph.
The Company's Bylaws provide that the Company may indemnify any Trust
Manager or officer of the Company who was, is or is threatened to be made a
party to any suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, because the person is or was a trust manager,
officer, employee or agent of the Company, or is or was serving at the request
of the Company in the same or another capacity in another corporation or
business association, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred if it is determined that the person: (i)
conducted himself in good faith; (ii) reasonably believed that, in the case of
conduct in his official capacity, his conduct was in the best interests of the
Company, and that, in all other cases, his conduct was at least not opposed to
the best interests of the Company, and (iii) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful,
provided that, if the person is found liable to the Company, or is found
liable on the basis that personal benefit was improperly received by the
person, the indemnification (A) is limited to reasonable expenses actually
incurred by the person in connection with the proceeding and (B) will not be
made in respect of any proceeding in which the person shall have been found
liable for willful or intentional misconduct in the performance of his duty to
the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this Registration
Statement.
ITEM 8. EXHIBITS.
*5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
regarding the validity of the securities being registered.
*23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
(included as part of Exhibit 5.1).
*24 Power of Attorney (See Page II-4 of this Registration Statement).
* Filed herewith.
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended, that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trust managers, officers and controlling
persons of the Company, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a trust manager, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
trust manager, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of 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 the 13th day of
October, 1997.
WEINGARTEN REALTY INVESTORS
By: /s/ Stanford Alexander
--------------------------------------
Stanford Alexander
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Stanford Alexander and Martin Debrovner,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him, and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and
file this Registration Statement under the Securities Act of 1933, as amended,
and any or all amendments (including, without limitation, post-effective
amendments), abbreviated registration statements pursuant to Rule 462 under
the Securities Act of 1933, exhibits and supplements thereto, with any
regulatory authority, granting unto said attorneys, 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 in order to effectuate the
same as fully to all intents and purposes as he himself might or could do if
personally present, 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.
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 October 13, 1997
- ----------------------------
Joseph W. Robertson, Jr. and 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>
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- ------
* 5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. regarding
the validity of the securities being registered.
* 23.1 Consent of Deloitte & Touche LLP
* 23.2 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included
as part of Exhibit 5.1).
* 24.1 Power of Attorney (See Page II-4 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 reports dated
February 25, 1997, appearing in the Annual Report on Form 10-K of Weingarten
Realty Investors for the year ended December 31, 1996 and to the reference to
us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & ToucheLLP
- ----------------------------
Deloitte & Touche LLP
Houston, Texas
October 13, 1997
