<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
WEINGARTEN REALTY INVESTORS
2600 CITADEL PLAZA DRIVE
HOUSTON, TEXAS 77008
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 1998
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 Friday, May 8, 1998, at 11:00 a.m., Houston time.
Shareholders will be asked to vote on the following proposals:
Proposal 1: The election of ten 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.
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 9, 1998 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 16, 1998
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 May 8, 1998, 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 16, 1998.
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.
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 Common Shares
held of record by such person. It is anticipated that the solicitation will be
primarily by mail 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 9, 1998 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 a proxy. On March 9, 1998, the Company had
26,665,814 Common Shares outstanding, which were held of record by 3,225
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 5% of the Company's outstanding Common Shares as
of March 9, 1998.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
------------------------- -------------------- --------
<S> <C> <C>
Stanford Alexander................................ 2,166,882(1) 8.1%
P.O. Box 924133
Houston, Texas 77292-4133
Princeton Services, Inc.
Merrill Lynch Asset Management, L.P.
Merrill Lynch Growth Fund......................... 1,842,900(2) 6.9%
800 Scudders Mill Road
Plainsboro, New Jersey 08536
</TABLE>
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(1) Includes 383,608 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; 10,800 shares subject to restrictions on transfer
for which Mr. Alexander has the right to vote and 96,791 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 319,580 shares held by a charitable foundation, over which shares
Mr. Alexander and his wife Joan have voting and investment power.
(2) Pursuant to information contained in a Schedule 13G filed by or on behalf
of such beneficial owners with the Securities and Exchange Commission in
February 1998.
2
<PAGE>
PROPOSAL 1
ELECTION OF TRUST MANAGERS
The Board of Trust Managers has nominated and urges you to vote "FOR" the
ten 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. If any existing trust manager fails to
receive the affirmative vote of the holders of two-thirds of the outstanding
common shares, he shall remain in office until his successor, if any, is duly
elected and qualified.
All of the nominees for election as trust managers are members of the
present Board of Trust Managers and all nominees have consented in writing to
be named in this proxy statement and to continue to serve as a trust manager.
Set forth below is certain information as of March 9, 1998 for (i) the
nominees for the Board of Trust Managers, (ii) the Named Executive Officers of
the Company as defined under "-- Executive Compensation," and (iii) the trust
managers and all executive officers of the Company, as of December 31, 1997,
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)............... 69 1956 2,166,882(4) 8.1%
Andrew M. Alexander................. 41 1983 653,959(5) 2.5%
Robert J. Cruikshank(2)............. 67 1997 1,000 *
Martin Debrovner(1)................. 61 1976 179,866(6) *
Melvin A. Dow(2)(3)................. 70 1984 502,277(7) 1.9%
Stephen A. Lasher(1)(3)............. 49 1980 346,502(8) 1.3%
Joseph W. Robertson, Jr. ........... 50 1978 110,400(9) *
Douglas W. Schnitzer................ 41 1984 630,280(10) 2.4%
Marc J. Shapiro(2)(3)............... 50 1985 11,500(11) *
J. T. Trotter(2).................... 71 1985 1,000 *
Stephen C. Richter**(12)............ 43 49,710(13) *
All trust managers and executive
officers as a group (11 persons)... 3,771,535(14) 14.0%
</TABLE>
- --------
* Beneficial ownership of less than 1% of the class is omitted.
** Not a nominee for the Board of Trust Managers.
(Notes continued on following page)
3
<PAGE>
(1) Member of Executive Committee.
(2) Member of Audit Committee.
(3) Member of Executive Compensation Committee.
(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; 3,240 shares subject to restrictions on transfer for
which Mr. Alexander has the right to vote and 52,700 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 and investment power. Also
includes 6,900 shares subject to restrictions on transfer for which Mr.
Debrovner has the right to vote and 79,000 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.
(8) Includes 57,785 shares held by trusts for the benefit of Mr. Lasher's
children for which Mr. Lasher exercises voting and investment power.
(9) Includes 9,390 shares subject to restrictions on transfer for which Mr.
Robertson has the right to vote and 38,000 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. Richter is a Named Executive Officer of the Company and not a member
or a nominee of the Board of Trust Managers.
(13) Includes 4,770 shares subject to restrictions on transfer for which Mr.
Richter has the right to vote and 22,000 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 35,100 shares subject to restrictions on transfer for which the
individuals have the right to vote and 288,491 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, for at least the last five years, of the ten nominees to
serve as the Company's trust managers.
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 Chase Bank of Texas, N.A. ("CBT") (formerly Texas Commerce Bank,
N.A.) Houston Regional Board.
Mr. Andrew M. Alexander is President of the Company. Prior to his present
position, Mr. Alexander was Executive Vice President/Asset Management of the
Company and President of Weingarten Realty Management Company (the "Management
Company") since 1993. Prior to such time, Mr. Alexander was Senior Vice
President/Asset Management of the Management Company. He also served as 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 Academy Sports &
Outdoors, Inc., a regional sporting goods company.
Mr. Cruikshank is currently retired and has been managing personal
investments since 1993. Prior to that time he was Senior Partner with Deloitte
& Touche LLP from 1989 to 1993 and Managing Partner with the predecessor firm,
Deloitte Haskins & Sells from 1974 to 1989. He is currently a director of
Houston Industries, Inc., Maxxam, Inc., Kaiser Aluminum Corp., Texas
Biotechnology Corp. and American Residential Services.
Mr. Debrovner is Vice Chairman of the Company. Prior to assuming such
position, Mr. Debrovner served as President and Chief Operating Officer since
1993. 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 five years.
Mr. Lasher is also a trust manager of Weingarten Properties Trust and a
director of Ceanic, Conservatek Industries and Oshman's Sporting Goods.
5
<PAGE>
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.
Mr. Douglas Schnitzer is Chairman/CEO of Senterra Real Estate Group, L.L.C.
("Senterra"), 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 five years.
Mr. Shapiro became Vice Chairman of The Chase Manhattan Bank in 1997. He
served as Chairman and Chief Executive Officer of Texas Commerce Bank ("TCB")
from January 1994 to 1997. Prior to such time, he served as President and
Chief Executive Officer of TCB since December 1989. From 1982 to 1989, Mr.
Shapiro served as Vice Chairman and Chief Financial Officer of TCB. Mr.
Shapiro is also a director of CBT, Santa Fe Energy Resources, Inc., Browning-
Ferris Industries and Burlington Northern Santa Fe Corporation.
Mr. Trotter has been a private investor for more than the last five years.
Mr. Trotter is a director of Howell Corporation.
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 four times in 1997. During
1997, each trust manager, except Mr. Cruikshank , attended at least 75% 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 $50,000,000 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 1997.
6
<PAGE>
Audit Committee. The Audit Committee is composed of four independent trust
managers, Messrs. Cruikshank, 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 1997.
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 "Incentive Plan"). During 1997, the Executive
Compensation Committee consisted of Messrs. Dow, Lasher and Shapiro. The
Executive Compensation Committee met once in 1997.
COMPENSATION OF TRUST MANAGERS
During the year ended December 31, 1997, fees paid to all the Company's
trust managers as a group aggregated $39,875. 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 1997 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 trust
managers, 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 ensure 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 and
restricted
7
<PAGE>
shares. The Company's annual executive compensation package, including that of
the Chairman/Chief Executive Officer ("Chairman") and the Vice Chairman,
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 Chairman's and
Vice Chairman's bonus is within 25% to 50% of the base compensation of the
individual, 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 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 1997, the Compensation Committee used
salary survey data supplied by NAREIT and compensation information provided by
outside consultants in establishing base salaries. The executive officers'
salaries, including those of the Chairman and Vice Chairman, were generally
set at the mid range of the survey data.
BONUS COMPENSATION
All the Company's executive officers 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 Chairman and Vice Chairman,
the eligible bonus percentage for other executive officers 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 bonuses of both
the Chairman and Vice Chairman are based entirely on the Company's
performance. The Company's performance targets were exceeded in fiscal 1997
and consequently the executives were eligible for full bonus awards.
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
8
<PAGE>
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 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.
CHAIRMAN/CEO PERFORMANCE EVALUATION
For 1997, the Compensation Committee evaluated the Chairman's performance
based on the Company's financial performance and its growth in real estate
assets. The Company exceeded its funds from operations objective and achieved
its goals for its acquisition and new development programs by investing in
excess of $130 million. Mr. S. Alexander received 100% of his potential bonus
based on the Company exceeding its corporate goals and objectives for 1997.
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
(excluding health care REITs). The graph assumes that the value of the
investment in the Company's Common Shares and each index was 100 at December
31, 1992 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
LOGO
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
- -------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WRI 100 107 115 123 140 164
- -------------------------------------------------------------
S&P 500 Index 100 110 111 153 188 251
- -------------------------------------------------------------
The NAREIT All Equity Index* 100 119 122 140 190 230
</TABLE>
* (excluding health care REITs)
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 sets forth the summary compensation of the Chairman (and
CEO) and the four other most highly compensated executive officers of the
Company (the "Named Executive Officers") for the three years ended December
31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------ -----------------------
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING
SALARY BONUS COMPENSATION STOCK OPTIONS/SARS ALL OTHER
NAME YEAR ($) ($) ($) AWARDS ($) (#)(1) COMPENSATION
---- ---- ------ ----- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stanford Alexander, 1997 $494,000 $235,000 $128,512 100,400 $12,182(2)
Chairman and Chief 1996 494,000 235,000 12,693
Executive Officer 1995 493,500 235,000 13,072
Martin Debrovner, 1997 383,400 137,600 99,840 78,000 160,999(3)
Vice Chairman 1996 360,000 141,300 155,858
1995 359,500 123,600 145,475
Andrew M. Alexander, 1997 287,500 80,000 74,880 58,500 33,378(4)
President(8) 1996 273,800 82,200 32,482
1995 213,150 75,000 34,722
Joseph W. Robertson,
Jr., 1997 278,250 54,126 $245,100 39,600 31,706(5)
Executive Vice
President 1996 278,250 60,000 32,182
and Chief Financial
Officer 1995 278,250 65,000 44,195
Stephen C. Richter, 1997 180,000 44,516 146,200 23,700 17,458(6)
Senior Vice President 1996 166,500 36,975 16,267
and Treasurer 1995 158,550 31,381 20,991
</TABLE>
- --------
(1) No SARs were granted during 1995, 1996 or 1997.
(2) Includes $7,432 of premiums paid by the Company under "split dollar" life
insurance agreements and $4,750 for the Company's contributions to the
Company's 401(k) Savings and Investment Plan (the "Savings Plan") on
behalf of Mr. S. Alexander.
(3) Includes $2,452 of premiums paid by the Company under "split dollar" life
insurance agreements, $4,750 for the Company's contributions to the
Company's Savings Plan on behalf of Mr. Debrovner, and $153,797
contributed to the Company's Supplemental Retirement Plan.
(4) Includes $4,750 for the Company's contributions to the Company's Savings
Plan on behalf of Mr. A. Alexander and $28,628 contributed to the
Company's Supplemental Retirement Plan.
(5) Includes $4,750 for the Company's contributions to the Company's Savings
Plan on behalf on Mr. Robertson, and $26,956 contributed to the Company's
Supplemental Retirement Plan.
(6) Includes $4,750 for the Company's contributions to the Company's Savings
Plan on behalf of Mr. Richter and $12,708 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 1997 and the unexercised options to purchase the
Company's Common Shares granted during 1997 and prior years under the 1988
Plan and the Incentive Plan.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1997(#) DECEMBER 31, 1997
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE(#) RECEIVED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stanford Alexander...... -- -- 39,325 196,400 $337,926 $1,159,205
Martin Debrovner........ -- -- 37,000 142,000 357,434 834,389
Andrew M. Alexander..... -- -- 25,600 88,900 268,127 515,703
Joseph W. Robertson,
Jr..................... -- -- 28,000 79,600 229,139 369,196
Stephen C. Richter...... -- -- 18,000 35,700 190,589 146,276
</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 $125,000 subject to certain grandfather rules for
limitation years beginning in 1997.
** Compensation in excess of $160,000 is disregarded with respect to plan
years beginning in 1997. 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 $160,000 is disregarded. Credited
years of service for the Named Executive Officers of the Company as of March
9, 1998 are as follows: Mr. S. Alexander, 44 years; Mr. Debrovner, 30 years;
Mr. Robertson, 26 years; Mr. A. Alexander, 20 years; and Mr. Richter, 18
years. Mr. S. Alexander commenced receiving a benefit under the Plan in
January, 1996.
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 and employees
covered by a collective bargaining agreement. 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 voted in
favor of Proposal 2 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, 1998. 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, 1997 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>
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 CBT, serves on
the Compensation Committee. The Company and certain of its joint ventures are
depositors with CBT. Additionally, the Company has entered into a $200 million
syndicated revolving credit agreement of which CBT is the agent for the
syndication. Total interest paid to CBT as the agent for the facility was $3.2
million for the year ended December 31, 1997. However, CBT's participation as
a syndicate member as of December 31, 1997 was $42.5 million of the $200
million facility. The Company has also executed an agreement with CBT for an
uncommitted and unsecured overnight credit facility totaling $20 million.
During the year ended December 31, 1997, the Company paid CBT $.8 million in
interest expense under such facility. As of December 31, 1997, $94.4 million
was outstanding under the two credit facilities. From time to time, the
Company has made short-term borrowings from independent third parties which
were arranged through CBT. The principal amount of such borrowings, which did
not exceed $13.5 million during 1997, was secured by government-backed
securities owned by the Company. CBT is also the trustee under two grantor
trusts, which hold 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 Richter are
officers and/or directors of WPT. During the year, the Company advanced funds
to WPT to fund certain capital needs of WPT under a short-term unsecured note
bearing interest at the prime rate plus 1%, which ranged from 9.3% to 9.5%
during the year. As of December 31, 1997, WPT owed the Company $700,000 which
was the largest amount owed to the Company during the year. WPT paid the
Company $65,150 in interest on funds borrowed during fiscal 1997.
The Company currently owns 77% 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 $202,000 during 1997 for the
management of its properties and the operation of its business.
Messrs. S. Alexander, A. Alexander, Debrovner, Dow, Lasher, Richter and
Schnitzer are shareholders or 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
14
<PAGE>
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, 1998.
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 the hotels owned by the
Hospitality Ventures ("Hospitality"), 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. In
August 1995, Hospitality sold seven of the eight hotels it owned. The sales
proceeds were remitted to the Company through Holdings, reducing the principal
amount outstanding (net of deferred gain) to $2.4 million as of December 31,
1995. In August, 1996, Hospitality secured financing for the remaining hotel,
the proceeds from which were used to reduce the principal amount outstanding
(net of deferred gain) to $.4 million.
As of March 9, 1998, the outstanding principal amounts 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, 1997 under the
Railwood and Plaza Bonds was $5.9 million and $3.3 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 $40 million, to enable Holdings to pay
the interest owing on the Holdings Debt Securities. Interest on the Accrual
Note accrues at the highest rate per annum permitted by Texas law as to a
portion of the debt and at the CBT 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, 1997, $26.4 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
15
<PAGE>
December 1, 1998. Beginning in 1990, the Company discontinued the recognition
of interest income for financial statement purposes. As of December 31, 1997,
the principal amount outstanding under the River Pointe Loan Agreement was
$8.8 million plus accrued, but nonrecognized, interest of $9.6 million.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's executive officers,
trust managers, and persons who own more than 10% 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 ("SEC") and the New York Stock Exchange. Executive officers, trust
managers and greater than 10% holders are required by SEC regulation to
furnish the Company with copies of all such forms that they file.
The Company believes that during the fiscal year ended December 31, 1997,
all Section 16(a) filing requirements applicable to its officers, trust
managers and greater than 10% beneficial owners were complied with.
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 17, 1998,
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.
16
<PAGE>
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, 1997. ANY BENEFICIAL OWNER MAKING SUCH A
REQUEST MUST SET FORTH THEREIN A GOOD-FAITH REPRESENTATION THAT AS OF MARCH 9,
1998 HE WAS A BENEFICIAL OWNER OF THE COMPANY'S SECURITIES ENTITLED TO VOTE AT
THE ANNUAL MEETING OF SHAREHOLDERS.
17
<PAGE>
LOGO
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
ANDREW M. ALEXANDER, 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 Friday, May 8, 1998, at 11:00 a.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 AND 2.
<TABLE>
<S> <C> <C> <C> <C>
PROPOSAL 1: The Election of FOR nominees listed
Trust Managers: [_] below [_] WITHHOLD AUTHORITY
(Except as marked to to vote for all
the nominees listed
contrary) below
</TABLE>
Stanford Alexander, Andrew M. Alexander, Robert J. Cruikshank, 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 llp as the
independent auditors of the Company.
[_] FOR [_] AGAINST [_] ABSTAIN
- --------------------------------------------------------------------------------
(TO BE SIGNED ON THE OTHER SIDE)
LOGO
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 PROPOSALS 1 AND 2. ANY PRIOR PROXY IS HEREBY REVOKED.
Dated: _______________________________, 1998
--------------------------------------------
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.
