SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-9876
WEINGARTEN REALTY INVESTORS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
<S> <C>
TEXAS 74-1464203
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
2600 Citadel Plaza Drive
P.O. Box 924133
Houston, Texas 77292-4133
(Address of principal executive offices) (Zip Code)
(713) 866-6000
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act.
Title of Each Class Name of each exchange on which registered
- ----------------------------------------------------------------- -------------------------------------------
Common Shares of Beneficial Interest, $0.03 par value New York Stock Exchange
Series A Cumulative Redeemable Preferred Shares, $0.03 par value New York Stock Exchange
Series C Cumulative Redeemable Preferred Shares, $0.03 par value New York Stock Exchange
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the common shares held by non-affiliates
(based upon the closing sale price on the New York Stock Exchange) on February
23, 1999 was approximately $1,120,950,474. As of February 23, 1999 there were
26,689,297 shares of beneficial interest, $.03 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement in connection with its Annual
Meeting of Shareholders to be held April 28, 1999 are incorporated by reference
in Part III.
Exhibit Index beginning on Page 40
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
ITEM NO. PAGE NO.
- -------- --------
<S> <C> <C> <C>
PART I
1. Business 1
2. Properties 3
3. Legal Proceedings 13
4. Submission of Matters to a Vote of Shareholders 13
Executive Officers of the Registrant 14
PART II
5. Market for Registrant's Common Shares of Beneficial
Interest and Related Shareholder Matters 15
6. Selected Financial Data 16
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 17
7A. Qualitative and Quantitative Disclosure about Market Risk 21
8. Financial Statements and Supplementary Data 22
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 39
PART III
10. Trust Managers and Executive Officers of the Registrant 40
11. Executive Compensation 40
12. Security Ownership of Certain Beneficial Owners and
Management 40
13. Certain Relationships and Related Transactions 40
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 40
</TABLE>
<PAGE>
PART I
ITEM 1. BUSINESS
General. Weingarten Realty Investors (the "Company"), an unincorporated
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 December 31, 1998, owned or operated under long-term
leases interests in 217 developed income-producing real estate projects, 179 of
which were shopping centers, located in the Houston metropolitan area and in
other parts of Texas and in Louisiana, Nevada, Arizona, New Mexico, Oklahoma,
Arkansas, Kansas, Colorado, Missouri, Tennessee, Illinois and Maine. The
Company's other commercial real estate projects included 37 industrial projects
and one office building, which serves, in part, as the Company's headquarters.
The Company's interests in these projects aggregated approximately 26.1 million
square feet of building area and 96.6 million square feet of land area. The
Company also owned interests in 27 parcels of unimproved land under development
or held for future development which aggregated approximately 9.3 million square
feet.
The Company currently employs 188 persons and its principal executive
offices are located at 2600 Citadel Plaza Drive, Houston, Texas 77008, and its
phone number is (713) 866-6000.
Reorganizations. In December 1984, the Company engaged in a series of
transactions primarily designed to enable it to qualify as a real estate
investment trust ("REIT") for federal income tax purposes for the 1985 calendar
year and subsequent years. The Company contributed certain assets considered
unsuitable for ownership by the Company as a REIT and $3.5 million in cash to
WRI Holdings, Inc. ("Holdings"), a Texas corporation and a newly-formed
subsidiary of the Company, in exchange for voting and non-voting common stock of
Holdings (which was subsequently distributed to the Company's shareholders) and
$26.8 million of mortgage bonds. For additional information concerning
Holdings, refer to Note 4 of the Notes to Consolidated Financial Statements at
page 31.
On March 22, 1988, the Company's shareholders approved the conversion of
the Company's form of organization from a Texas corporation to an unincorporated
trust organized under the Texas Real Estate Investment Trust Act. The
conversion was effected by the Company's predecessor entity, Weingarten Realty,
Inc., transferring substantially all of its assets and liabilities to the
newly-formed Company in exchange for common shares of beneficial interest, $.03
par value ("Common Shares"), of the Company. The shareholders of the
corporation received Common Shares for their shares of Common Stock of the
corporation (on a share-for-share basis), and the Company continues the business
that was previously conducted by the corporation. The change did not affect the
registrant's assets, liabilities, management or federal income tax status as a
REIT.
Location of Properties. Historically, the Company has emphasized
investments in properties located primarily in the Houston area. Since 1987,
the Company has actively acquired properties outside of Houston. Of the
Company's 244 properties which were owned or operated under long-term leases as
of December 31, 1998, 97 of its 217 developed properties and 16 of its 27
parcels of unimproved land were located in the Houston metropolitan area. In
addition to these properties, the Company owned 65 developed properties and 8
parcels of unimproved land located in other parts of Texas. Because of the
Company's investments in the Houston area, as well as in other parts of Texas,
the Houston and Texas economies affect, to some degree, the business and
operations of the Company.
In 1998, the economies of Houston and Texas continued to grow, albeit at a
slower pace than 1997, but still exceeding the national average; the economy of
the entire southwestern United States, where the company has its primary
operations, also remained strong relative to the national average. The Houston
economy, because of its strengths in energy and engineering and construction,
has become much more integrated into the international economy and is somewhat
affected by the international climate. Thus, Houston's expansion is expected to
pause in 1999 showing only modest growth but expand in 2000 and beyond. A
deterioration in the Houston or Texas economies could adversely affect the
Company. However, the Company's centers are generally anchored by grocery and
drug stores under long term leases, and such types of stores, which deal in
basic necessity-type items, tend to be less affected by economic change.
Competition. There are other developers and owner-operators engaged in the
development, acquisition and operation of shopping centers and commercial
property who compete with the Company in its trade areas. This results in
competition for both acquisitions of existing income-producing properties and
also for prime development sites. There is also competition for tenants to
occupy the space that the Company and its competitors develop, acquire and
manage.
The Company believes that the principal competitive factors in attracting
tenants in its market areas are location, price, anchor tenants and maintenance
of properties and that the Company's competitive advantages include the
favorable locations of its properties, its ability to provide a retailer with
multiple locations in the Houston area with anchor tenants and its practice of
continuous maintenance and renovation of its properties.
Financial Information. Certain additional financial information concerning
the Company is included in the Company's Consolidated Financial Statements
located on pages 23 through 38 herein.
<PAGE>
ITEM 2. PROPERTIES
At December 31, 1998, the Company's real estate properties consisted of 244
locations in thirteen states. A complete listing of these properties, including
the name, location, building area and land area (in square feet), as
applicable, is as follows:
<TABLE>
<CAPTION>
SHOPPING CENTERS
Building
Name and Location Area Land Area
- --------------------------------------------------------------------- ---------- -----------
<S> <C> <C> <C> <C>
HOUSTON AND HARRIS COUNTY, TOTAL. . . . . . . . . . . . . . . . . . . 7,084,000 28,074,000
Alabama-Shepherd, S. Shepherd at W. Alabama . . . . . . . . . . . . . 28,000 * 88,000 *
Almeda Road, Almeda at Cleburne . . . . . . . . . . . . . . . . . . . 34,000 147,000
Bayshore Plaza, Spencer Hwy. at Burke Rd. . . . . . . . . . . . . . . 36,000 196,000
Bellaire Boulevard, Bellaire at S. Rice . . . . . . . . . . . . . . . 35,000 137,000
Bellfort, Bellfort at Southbank . . . . . . . . . . . . . . . . . . . 48,000 167,000
Bellfort Southwest, Bellfort at Gessner . . . . . . . . . . . . . . . 30,000 89,000
Bellwood, Bellaire at Kirkwood. . . . . . . . . . . . . . . . . . . . 136,000 655,000
Bingle Square, U.S. Hwy. 290 at Bingle. . . . . . . . . . . . . . . . 46,000 168,000
Braeswood Square, N. Braeswood at Chimney Rock. . . . . . . . . . . . 103,000 422,000
Centre at Post Oak, Westheimer at Post Oak Blvd.. . . . . . . . . . . 184,000 505,000
Copperfield Village, Hwy. 6 at F.M. 529 . . . . . . . . . . . . . . . 153,000 712,000
Crestview, Bissonnet at Wilcrest. . . . . . . . . . . . . . . . . . . 9,000 35,000
Crosby, F.M. 2100 at Kenning Road (61%) . . . . . . . . . . . . . . . 36,000 * 124,000 *
Cullen Place, Cullen at Reed. . . . . . . . . . . . . . . . . . . . . 7,000 30,000
Cullen Plaza, Cullen at Wilmington. . . . . . . . . . . . . . . . . . 81,000 318,000
Cypress Pointe, F.M. 1960 at Cypress Station. . . . . . . . . . . . . 191,000 737,000
Cypress Village, Louetta and Grant Road . . . . . . . . . . . . . . . 25,000 134,000
Del Sol Market Place, Telephone at Monroe . . . . . . . . . . . . . . 26,000 87,000
Eastpark, Mesa Rd. at Tidwell . . . . . . . . . . . . . . . . . . . . 140,000 665,000
Edgebrook, Edgebrook at Gulf Fwy. . . . . . . . . . . . . . . . . . . 78,000 360,000
Fiesta Village, Quitman at Fulton . . . . . . . . . . . . . . . . . . 30,000 80,000
Fondren Southwest Village, Fondren at W. Bellfort . . . . . . . . . . 225,000 1,014,000
Fondren/West Airport, Fondren at W. Airport . . . . . . . . . . . . . 62,000 223,000
45/York Plaza, I-45 at W. Little York . . . . . . . . . . . . . . . . 210,000 840,000
Glenbrook Square, Telephone Road. . . . . . . . . . . . . . . . . . . 71,000 320,000
Griggs Road, Griggs at Cullen . . . . . . . . . . . . . . . . . . . . 85,000 422,000
Harrisburg Plaza, Harrisburg at Wayside . . . . . . . . . . . . . . . 95,000 334,000
Heights Plaza, 20th St. at Yale . . . . . . . . . . . . . . . . . . . 72,000 228,000
Humblewood Shopping Plaza, Eastex Fwy. at F.M. 1960 . . . . . . . . . 180,000 784,000
I-45/Telephone Rd. Center, I-45 at Maxwell Street . . . . . . . . . . 126,000 819,000
Inwood Village, W. Little York at N. Houston-Rosslyn. . . . . . . . . 68,000 305,000
Jacinto City, Market at Baca. . . . . . . . . . . . . . . . . . . . . 24,000 * 67,000 *
Kingwood, Kingwood Dr. at Chesnut Ridge . . . . . . . . . . . . . . . 155,000 648,000
Landmark, Gessner at Harwin . . . . . . . . . . . . . . . . . . . . . 56,000 228,000
Lawndale, Lawndale at 75th St.. . . . . . . . . . . . . . . . . . . . 53,000 177,000
Little York Plaza, Little York at E. Hardy. . . . . . . . . . . . . . 118,000 486,000
Long Point, Long Point at Wirt (77%). . . . . . . . . . . . . . . . . 58,000 * 257,000 *
Lyons Avenue, Lyons at Shotwell . . . . . . . . . . . . . . . . . . . 68,000 179,000
Market at Westchase, Westheimer at Wilcrest . . . . . . . . . . . . . 84,000 333,000
Miracle Corners, S. Shaver at Southmore . . . . . . . . . . . . . . . 87,000 386,000
Northbrook, Northwest Fwy. at W. 34th . . . . . . . . . . . . . . . . 204,000 656,000
North Main Square, Pecore at N. Main. . . . . . . . . . . . . . . . . 18,000 64,000
Table continued on next page
<PAGE>
Building
Name and Location Area Land Area
- --------------------------------------------------------------------- ---------- -----------
North Oaks, F.M. 1960 at Veterans Memorial. . . . . . . . . . . . . . 322,000 1,246,000
North Triangle, I-45 at F.M. 1960 . . . . . . . . . . . . . . . . . . 16,000 113,000
Northway, Northwest Fwy. at 34th. . . . . . . . . . . . . . . . . . . 212,000 793,000
Northwest Crossing, N.W. Fwy. at Hollister (75%). . . . . . . . . . . 135,000 * 671,000 *
Northwest Park Plaza, F.M. 149 at Champions Forest. . . . . . . . . . 32,000 268,000
Oak Forest, W. 43rd at Oak Forest . . . . . . . . . . . . . . . . . . 158,000 541,000
Orchard Green, Gulfton at Renwick . . . . . . . . . . . . . . . . . . 64,000 257,000
Randall's/Cypress Station, F.M. 1960 at I-45. . . . . . . . . . . . . 141,000 618,000
Randall's/El Dorado, El Dorado at Hwy. 3. . . . . . . . . . . . . . . 119,000 429,000
Randall's/Kings Crossing, Kingwood Dr. at Lake Houston Pkwy.. . . . . 128,000 624,000
Randall's/Norchester, Grant at Jones. . . . . . . . . . . . . . . . . 109,000 475,000
Richmond Square, Richmond Ave. at W. Loop 610 . . . . . . . . . . . . 33,000 136,000
River Oaks, East, W. Gray at Woodhead . . . . . . . . . . . . . . . . 71,000 206,000
River Oaks, West, W. Gray at S. Shepherd. . . . . . . . . . . . . . . 235,000 609,000
Sheldon Forest, North, I-10 at Sheldon. . . . . . . . . . . . . . . . 22,000 131,000
Sheldon Forest, South, I-10 at Sheldon. . . . . . . . . . . . . . . . 38,000 * 164,000 *
Shops at Three Corners, S. Main at Old Spanish Trail (70%). . . . . . 183,000 * 803,000 *
Southgate, W. Fuqua at Hiram Clark. . . . . . . . . . . . . . . . . . 115,000 533,000
Spring Plaza, Hammerly at Campbell. . . . . . . . . . . . . . . . . . 56,000 202,000
Steeplechase, Jones Rd. at F.M. 1960. . . . . . . . . . . . . . . . . 193,000 849,000
Stella Link, North, Stella Link at S. Braeswood (77%) . . . . . . . . 40,000 * 156,000 *
Stella Link, South, Stella Link at S. Braeswood . . . . . . . . . . . 15,000 56,000
Studemont, Studewood at E. 14th St. . . . . . . . . . . . . . . . . . 28,000 91,000
Ten Blalock Square, I-10 at Blalock . . . . . . . . . . . . . . . . . 97,000 321,000
10/Federal, I-10 at Federal . . . . . . . . . . . . . . . . . . . . . 132,000 474,000
University Plaza, Bay Area At Space Center. . . . . . . . . . . . . . 96,000 424,000
The Village Arcade, University at Kirby . . . . . . . . . . . . . . . 192,000 414,000
West Junction, Hwy. 6 at Kieth Harrow Dr.. . . . . . . . . . . . . . 67,000 264,000
Westbury Triangle, Chimney Rock at W. Bellfort. . . . . . . . . . . . 67,000 257,000
Westchase, Westheimer at Wilcrest . . . . . . . . . . . . . . . . . . 236,000 766,000
Westhill Village, Westheimer at Hillcroft . . . . . . . . . . . . . . 131,000 480,000
Wilcrest Southwest, Wilcrest at Southwest Fwy.. . . . . . . . . . . . 26,000 77,000
TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL . . . . . . . . . . . . 6,056,000 25,883,000
Coronado, S.W. 34th St. at Wimberly Dr., Amarillo . . . . . . . . . . 49,000 201,000
Grand Plaza, Interstate Hwy 40 at Grand Ave., Amarillo. . . . . . . . 157,000 637,000
Puckett Plaza, Bell Road, Amarillo. . . . . . . . . . . . . . . . . . 133,000 621,000
Spanish Crossroads, Bell St. at Atkinson St., Amarillo. . . . . . . . 72,000 275,000
Wolflin Village, Wolflin Ave. at Georgia St., Amarillo. . . . . . . . 191,000 421,000
Brodie Oaks, South Lamar Blvd. at Loop 360, Austin. . . . . . . . . . 245,000 1,050,000
Southridge Plaza, William Cannon Dr. at S. 1st St., Austin. . . . . . 143,000 565,000
Baywood, State Hwy. 60 at Baywood Dr., Bay City . . . . . . . . . . . 40,000 169,000
Calder, Calder at 24th St., Beaumont. . . . . . . . . . . . . . . . . 34,000 129,000
North Park Plaza, Eastex Fwy. at Dowlen, Beaumont . . . . . . . . . . 70,000 * 318,000 *
Phelan West, Phelan at 23rd St., Beaumont (67%) . . . . . . . . . . . 16,000 * 59,000 *
Southgate, Calder Ave. at 6th St., Beaumont . . . . . . . . . . . . . 34,000 118,000
Westmont, Dowlen at Phelan, Beaumont. . . . . . . . . . . . . . . . . 95,000 507,000
Bryan Village, Texas at Pease, Bryan. . . . . . . . . . . . . . . . . 29,000 98,000
Parkway Square, Southwest Pkwy at Texas Ave., College Station . . . . 158,000 685,000
Table continued on next page
<PAGE>
Building
Name and Location Area Land Area
- --------------------------------------------------------------------- ---------- -----------
Montgomery Plaza, Loop 336 West, Conroe . . . . . . . . . . . . . . . 315,000 1,156,000
River Pointe, I-45 at Loop 336, Conroe. . . . . . . . . . . . . . . . 42,000 329,000
Moore Plaza, S. Padre Island Dr. at Staples, Corpus Christi . . . . . 360,000 1,491,000
Portairs, Ayers St. at Horne Rd., Corpus Christi. . . . . . . . . . . 121,000 416,000
Dickinson, I-45 at F.M. 517, Dickinson (72%). . . . . . . . . . . . . 55,000 * 225,000 *
Coronado Hills, Mesa at Balboa, El Paso . . . . . . . . . . . . . . . 128,000 575,000
Southcliff, I-20 and Grandbury Rd., Ft. Worth . . . . . . . . . . . . 116,000 568,000
Broadway, Broadway at 59th St., Galveston (77%) . . . . . . . . . . . 58,000 * 167,000 *
Galveston Place, Central City Blvd. at 61st St., Galveston. . . . . . 206,000 828,000
Food King Place, 25th St. at Avenue P, Galveston. . . . . . . . . . . 28,000 78,000
Fiesta, Belt Line Rd. at Marshall Dr., Grand Prairie. . . . . . . . . 32,000 236,000
Cedar Bayou, Bayou Rd., La Marque . . . . . . . . . . . . . . . . . . 15,000 51,000
Corum South, Gulf Fwy., League City . . . . . . . . . . . . . . . . . 112,000 680,000
Caprock Center, 50th at Boston Ave., Lubbock. . . . . . . . . . . . . 375,000 1,255,000
Central Plaza, Loop 289 at Slide Rd., Lubbock . . . . . . . . . . . . 152,000 529,000
Town & Country, 4th St. at University, Lubbock. . . . . . . . . . . . 134,000 339,000
Angelina Village, Hwy. 59 at Loop 287, Lufkin . . . . . . . . . . . . 254,000 1,835,000
Independence Plaza, Town East Blvd., Mesquite . . . . . . . . . . . . 179,000 787,000
McKinney Centre, US Hwy 380 at U.S Hwy 75, McKinney. . . . . . . . . 27,000 145,000
University Park Plaza, University Dr. at E. Austin St., Nacogdoches . 78,000 283,000
Mid-County, Twin Cities Hwy. at Nederland Ave., Nederland . . . . . . 107,000 611,000
Gillham Circle, Gillham Circle at Thomas, Port Arthur . . . . . . . . 33,000 94,000
Village, 9th Ave. at 25th St., Port Arthur (77%). . . . . . . . . . . 39,000 * 185,000 *
Porterwood, Eastex Fwy. at F.M. 1314, Porter. . . . . . . . . . . . . 99,000 487,000
Plaza, Ave. H at U.S. Hwy. 90A, Rosenberg . . . . . . . . . . . . . . 41,000 * 135,000 *
Rose-Rich, U.S. Hwy. 90A at Lane Dr., Rosenberg . . . . . . . . . . . 104,000 386,000
Bandera Village, Bandera at Hillcrest, San Antonio. . . . . . . . . . 57,000 607,000
Oak Park Village, Nacogdoches at New Braunfels, San Antonio . . . . . 65,000 221,000
Parliament Square, W. Ave. at Blanco, San Antonio . . . . . . . . . . 65,000 260,000
San Pedro Court, San Pedro at Hwy. 281N., San Antonio . . . . . . . . 2,000 18,000
Valley View, West Ave. at Blanco Rd., San Antonio . . . . . . . . . . 89,000 341,000
Market at Town Center, Town Center Blvd., Sugar Land. . . . . . . . . 392,000 1,732,000
Williams Trace, Hwy. 6 at Williams Trace, Sugar Land. . . . . . . . . 263,000 1,187,000
New Boston Road, New Boston at Summerhill, Texarkana. . . . . . . . . 90,000 335,000
Island Market Place, 6th St. at 9th Ave., Texas City. . . . . . . . . 27,000 90,000
Mainland, Hwy. 1765 at Hwy. 3, Texas City . . . . . . . . . . . . . . 69,000 279,000
Palmer Plaza, F.M. 1764 at 34th St., Texas City . . . . . . . . . . . 97,000 367,000
Broadway, S. Broadway at W. 9th St., Tyler (77%). . . . . . . . . . . 46,000 * 197,000 *
Crossroads, I-10 at N. Main, Vidor. . . . . . . . . . . . . . . . . . 116,000 516,000
Watauga, Hwy. 377 at Bursey Rd., Watauga. . . . . . . . . . . . . . . 2,000 9,000
LOUISIANA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,337,000 5,504,000
Park Terrace, U.S. Hwy. 171 at Parish, DeRidder . . . . . . . . . . . 137,000 520,000
Town & Country Plaza, U.S. Hwy. 190 West, Hammond . . . . . . . . . . 215,000 915,000
Westwood Village, W. Congress at Bertrand, Lafayette. . . . . . . . . 141,000 942,000
East Town, 3rd Ave. at 1st St., Lake Charles. . . . . . . . . . . . . 33,000 * 117,000 *
14/Park Plaza, Hwy. 14 at General Doolittle, Lake Charles . . . . . . 207,000 654,000
Kmart Plaza, Ryan St., Lake Charles . . . . . . . . . . . . . . . . . 105,000 * 406,000 *
Southgate, Ryan at Eddy, Lake Charles . . . . . . . . . . . . . . . . 171,000 628,000
Danville Plaza, Louisville at 19th, Monroe. . . . . . . . . . . . . . 143,000 539,000
Table continued on next page
<PAGE>
Building
Name and Location Area Land Area
- --------------------------------------------------------------------- ---------- -----------
LOUISIANA, (CONT'D.)
Orleans Station, Paris, Robert E. Lee & Chatham, New Orleans. . . . . 5,000 31,000
Southgate, 70th at Mansfield, Shreveport. . . . . . . . . . . . . . . 73,000 359,000
Westwood, Jewella at Greenwood, Shreveport. . . . . . . . . . . . . . 107,000 393,000
NEVADA, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,091,000 4,398,000
Francisco Centre, E. Desert Inn Rd. at S. Eastern Ave., Las Vegas . . 116,000 639,000
Mission Center, Flamingo Rd. at Maryland Pkwy, Las Vegas. . . . . . . 152,000 570,000
Paradise Marketplace, Flamingo Rd. at Sandhill, Las Vegas . . . . . . 149,000 536,000
Rainbow Plaza, Rainbow Blvd. at Charleston Blvd., Las Vegas . . . . . 280,000 1,063,000
Rancho Towne & Country, Rancho Dr. at Charleston Blvd., Las Vegas . . 87,000 350,000
Tropicana Marketplace, Tropicana at Jones Blvd., Las Vegas. . . . . . 143,000 519,000
College Park, E. Lake Mead Blvd. at Civic Ctr. Dr., North Las Vegas . 164,000 721,000
ARIZONA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,052,000 4,702,000
University Plaza, Plaza Way at Milton Rd., Flagstaff. . . . . . . . . 166,000 918,000
Arrowhead Festival, 75th Ave. and W. Bell Rd., Glendale . . . . . . . 26,000 157,000
Camelback Village Square, Camelback at 7th Avenue, Phoenix. . . . . . 135,000 543,000
Squaw Peak Plaza, 16th Street at Glendale Ave., Phoenix . . . . . . . 61,000 220,000
Fountain Plaza, 77th St. at McDowell, Scottsdale. . . . . . . . . . . 112,000 460,000
Rancho Encanto, 35th Avenue and Greenway Rd., Phoenix . . . . . . . . 71,000 259,000
Broadway Marketplace, Broadway at Rural, Tempe. . . . . . . . . . . . 86,000 347,000
Fry's Valley Plaza, S. McClintock at E. Southern, Tempe . . . . . . . 145,000 570,000
Pueblo Anozira, McClintock Dr. at Guadalupe Rd., Tempe. . . . . . . . 152,000 769,000
Desert Square Shopping Center, Golf Links at Kolb, Tucson . . . . . . 98,000 459,000
NEW MEXICO, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . 703,000 3,177,000
Eastdale, Candelaria Rd. at Eubank Blvd., Albuquerque . . . . . . . . 111,000 601,000
North Towne Plaza, Academy Rd. @ Wyoming Blvd., Albuquerque . . . . . 103,000 607,000
Valle del Sol, Isleta Blvd. at Rio Bravo, Albuquerque . . . . . . . . 106,000 475,000
Wyoming Mall, Academy Rd. at Northeastern, Albuquerque. . . . . . . . 326,000 1,309,000
DeVargas, N. Guadalupe at Paseo de Peralta, Santa Fe (23%). . . . . . 57,000 * 185,000 *
OKLAHOMA, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 687,000 3,173,000
Bryant Square, Bryant Ave. at 2nd St., Edmond . . . . . . . . . . . . 268,000 1,259,000
Market Boulevard, E. Reno Ave. at N. Douglas Ave., Midwest City . . . 36,000 142,000
Town & Country, Reno Ave at North Air Depot, Midwest City . . . . . . 137,000 540,000
Windsor Hills Center, Meridian at Windsor Place, Oklahoma City. . . . 246,000 1,232,000
ARKANSAS, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 596,000 2,323,000
Evelyn Hills, College Ave. at Abshier, Fayetteville . . . . . . . . . 154,000 750,000
Broadway Plaza, Broadway at W. Roosevelt, Little Rock . . . . . . . . 43,000 148,000
Geyer Springs, Geyer Springs at Baseline, Little Rock . . . . . . . . 153,000 415,000
Markham Square, W. Markham at John Barrow, Little Rock. . . . . . . . 134,000 535,000
Markham West, 11400 W. Markham, Little Rock (35%) . . . . . . . . . . 62,000 * 269,000 *
Westgate, Cantrell at Bryant, Little Rock . . . . . . . . . . . . . . 50,000 206,000
Table continued on next page
<PAGE>
Building
Name and Location Area Land Area
- --------------------------------------------------------------------- ---------- -----------
KANSAS, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 466,000 2,231,000
West State Plaza, State Ave. at 78th St., Kansas City . . . . . . . . 94,000 401,000
Westbrooke Village, Quivira Road at 75th St., Shawnee . . . . . . . . 237,000 1,269,000
Shawnee Village, Shawnee Mission Pkwy. at Quivera Rd., Shawnee. . . . 135,000 561,000
COLORADO, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 211,000 867,000
Carefree, Academy Blvd. at N. Carefree Circle, Colorado Springs . . . 127,000 460,000
Academy Place, Academy Blvd. at Union Blvd., Colorado Springs . . . . 84,000 407,000
MISSOURI, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,000 448,000
PineTree Plaza, U.S. Hwy. 150 at Hwy. 291, Lee's Summit . . . . . . . 135,000 448,000
MAINE, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,000 482,000
The Promenade, Essex at Summit, Lewiston. . . . . . . . . . . . . . . 124,000 * 482,000 *
TENNESSEE, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 84,000
Highland Square, Summer at Highland, Memphis. . . . . . . . . . . . . 20,000 84,000
ILLINOIS, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,000 29,000
Lincoln Place Centre, Hwy. 59, Fairview Heights (99%) . . . . . . . . 7,000 * 29,000 *
Building
INDUSTRIAL Area Land Area
---------- -----------
HOUSTON AND HARRIS COUNTY, TOTAL. . . . . . . . . . . . . . . . . . . 4,503,000 11,066,000
Blankenship Building, Kempwood Drive. . . . . . . . . . . . . . . . . 59,000 175,000
Brookhollow Business Center, Dacoma at Directors Row. . . . . . . . . 133,000 405,000
Cannon/So. Loop Business Park, Cannon Street (75%). . . . . . . . . . 221,000 * 362,000 *
Central Park North, W. Hardy Rd. at Kendrick Dr.. . . . . . . . . . . 155,000 465,000
Central Park Northwest VI, Central Pkwy. at Dacoma. . . . . . . . . . 175,000 518,000
Central Park Northwest VII, Central Pkwy. at Dacoma . . . . . . . . . 104,000 283,000
Crosspoint Warehouse, Crosspoint. . . . . . . . . . . . . . . . . . . 73,000 179,000
Jester Plaza, West T.C. Jester. . . . . . . . . . . . . . . . . . . . 101,000 244,000
Kempwood Industrial, Kempwood Dr. at Blankenship Dr.. . . . . . . . . 320,000 778,000
Lathrop Warehouse, Lathrop St. at Larimer St. . . . . . . . . . . . . 252,000 436,000
Levitz Furniture Warehouse, Loop 610 South. . . . . . . . . . . . . . 184,000 450,000
Little York Mini-Storage, West Little York. . . . . . . . . . . . . . 32,000 * 124,000 *
Navigation Business Park, Navigation At N. York . . . . . . . . . . . 238,000 555,000
Northway Park II, Loop 610 East at Homestead. . . . . . . . . . . . . 303,000 745,000
Park Southwest, Stancliff at Brooklet . . . . . . . . . . . . . . . . 52,000 159,000
Railwood Industrial Park, Mesa at U.S. 90 . . . . . . . . . . . . . . 1,112,000 2,913,000
South Loop Business Park, S. Loop at Long Dr. . . . . . . . . . . . . 46,000 * 103,000 *
Southport Business Park 5, South Loop 610 . . . . . . . . . . . . . . 157,000 358,000
Southwest Park II, Rockley Road . . . . . . . . . . . . . . . . . . . 68,000 216,000
Stonecrest Business Center, Wilcrest at Fallstone . . . . . . . . . . 111,000 308,000
West-10 Business Center, Wirt Rd. at I-10 . . . . . . . . . . . . . . 141,000 330,000
West-10 Business Center II, Wirt Rd. at I-10. . . . . . . . . . . . . 83,000 150,000
West Loop Commerce Center, W. Loop N. at I-10 . . . . . . . . . . . . 34,000 91,000
610 and 11th St. Warehouse, Loop 610 at 11th St.. . . . . . . . . . . 349,000 719,000
Table continued on next page
<PAGE>
Building
Name and Location Area Land Area
- --------------------------------------------------------------------- ---------- -----------
TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL . . . . . . . . . . . . 1,194,000 2,505,000
Randol Mill Place, Randol Mill Road, Arlington. . . . . . . . . . . . 55,000 178,000
Corporate Center I & II, Putnam Dr. at Research Blvd., Austin . . . . 117,000 326,000
River Pointe Mini-Storage, I-45 at Hwy. 336, Conroe . . . . . . . . . 32,000 * 97,000 *
Northaven Business Center, Northaven Rd., Dallas. . . . . . . . . . . 151,000 178,000
Redbird Distribution Center, Joseph Hardin Drive, Dallas. . . . . . . 111,000 233,000
Regal Distribution Center, Leston Avenue, Dallas. . . . . . . . . . . 203,000 318,000
Space Center Industrial Park, Pulaski St. at Irving Blvd., Dallas . . 265,000 426,000
Walnut Trails Business Park, Walnut Hill Land, Dallas . . . . . . . . 103,000 311,000
DFW-Port America, Port America Place, Grapevine . . . . . . . . . . . 45,000 110,000
Nasa One Business Center, Nasa Road One at Hwy. 3, Webster. . . . . . 112,000 328,000
TENNESSEE, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 679,000 1.471,000
Southwide Warehouse # 2, Federal Compress Ind. Pk., Memphis . . . . . 124,000 302,000
Southwide Warehouse # 3, Federal Compress Ind. Pk., Memphis . . . . . 112,000 209,000
Southwide Warehouse # 4, Federal Compress Ind. Pk., Memphis . . . . . 120,000 220,000
Thomas Street Warehouse, N. Thomas Street, Memphis. . . . . . . . . . 164,000 423,000
Crowfarn Drive Warehouse, Crowfarn Dr. at Getwell Rd., Memphis. . . . 159,000 317,000
OFFICE BUILDING
HOUSTON & HARRIS COUNTY, TOTAL. . . . . . . . . . . . . . . . . . . . 121,000 171,000
Citadel Plaza, N. Loop 610 at Citadel Plaza Dr. . . . . . . . . . . . 121,000 171,000
Table continued on next page
<PAGE>
Building
Name and Location Area Land Area
- --------------------------------------------------------------------- ---------- -----------
UNIMPROVED LAND
HOUSTON & HARRIS COUNTY, TOTAL. . . . . . . . . . . . . . . . . . . . 5,088,000
Beltway 8 at W. Belfort . . . . . . . . . . . . . . . . . . . . . . . 499,000
Bissonnet at Wilcrest . . . . . . . . . . . . . . . . . . . . . . . . 773,000
Citadel Plaza at 610 N. Loop. . . . . . . . . . . . . . . . . . . . . 137,000
East Orem . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,000
Kirkwood at Dashwood Dr.. . . . . . . . . . . . . . . . . . . . . . . 322,000
Lockwood at Navigation. . . . . . . . . . . . . . . . . . . . . . . . 163,000
Mesa Rd. at Tidwell . . . . . . . . . . . . . . . . . . . . . . . . . 901,000
Mesa Rd. at Spikewood . . . . . . . . . . . . . . . . . . . . . . . . 1,030,000
Mowery at Cullen. . . . . . . . . . . . . . . . . . . . . . . . . . . 118,000
Northwest Fwy. at Gessner . . . . . . . . . . . . . . . . . . . . . . 484,000
Redman at W. Denham . . . . . . . . . . . . . . . . . . . . . . . . . 17,000
Renwick at Gulfton. . . . . . . . . . . . . . . . . . . . . . . . . . 17,000
Sheldon at I-10 . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,000
W. Little York at I-45. . . . . . . . . . . . . . . . . . . . . . . . 322,000
W. Little York at N. Houston-Rosslyn. . . . . . . . . . . . . . . . . 19,000
W. Loop N. at I-10. . . . . . . . . . . . . . . . . . . . . . . . . . 145,000
TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL . . . . . . . . . . . . 2,142,000
McDermott Drive at Custer Rd., Allen. . . . . . . . . . . . . . . . . 369,000
Phelan Blvd., Beaumont. . . . . . . . . . . . . . . . . . . . . . . . 63,000
US Hwy 380 (University Drive) and US Hwy 75, McKinney . . . . . . . . 189,000
River Pointe Dr. at I-45, Conroe. . . . . . . . . . . . . . . . . . . 186,000
River Pointe Dr. at I-45, Conroe. . . . . . . . . . . . . . . . . . . 595,000
Hillcrest, Sunshine at Quill, San Antonio . . . . . . . . . . . . . . 171,000
Hwy. 3 at Hwy. 1765, Texas City . . . . . . . . . . . . . . . . . . . 184,000
Hwy 377 at Bursey Road, Watauga . . . . . . . . . . . . . . . . . . . 385,000
LOUISIANA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,284,000
U.S. Hwy. 171 at Parish, DeRidder . . . . . . . . . . . . . . . . . . 462,000
Woodland Hwy., Plaquemines Parish (5%). . . . . . . . . . . . . . . . 822,000 *
ILLINOIS, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 474,000
Lincoln Place Ctr., SBI Rt. 159 at Matilda , Fairview Heights (99%) . 474,000 *
ARIZONA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . 271,000
Dysart Rd. at McDowell Rd., Avondale. . . . . . . . . . . . . . . . . 271,000
Table continued on next page
<PAGE>
Building
Area Land Area
---------- -----------
ALL PROPERTIES-BY LOCATION
GRAND TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,066,000 105,847,000
Houston & Harris County . . . . . . . . . . . . . . . . . . . . . . . 11,708,000 44,399,000
Texas (excluding Houston & Harris County) . . . . . . . . . . . . . . 7,250,000 30,530,000
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,337,000 6,788,000
Nevada. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,091,000 4,398,000
Arizona . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,052,000 4,973,000
New Mexico. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703,000 3,177,000
Tennessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 699,000 1,555,000
Oklahoma. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 687,000 3,173,000
Arkansas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 596,000 2,323,000
Kansas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 466,000 2,231,000
Colorado. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211,000 867,000
Missouri. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,000 448,000
Maine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,000 482,000
Illinois. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,000 503,000
ALL PROPERTIES-BY CLASSIFICATION
GRAND TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,066,000 105,847,000
Shopping Centers. . . . . . . . . . . . . . . . . . . . . . . . . . . 19,569,000 81,375,000
Industrial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,376,000 15,042,000
Office Building . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,000 171,000
Unimproved Land . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,259,000
<FN>
Note: Total square footage includes 8,060,000 square feet of land leased and 450,000 square
feet of building leased from others.
* Denotes partial ownership. The Company's interest is 50% except where noted. The square
feet figures represent the Company's proportionate ownership of the entire property.
</TABLE>
<PAGE>
General. In 1998, no single property accounted for more than 3.4% of the
Company's total assets or 3.1% of gross revenues. Four properties, in the
aggregate, represented approximately 10.6% of the Company's gross revenues for
the year ended December 31, 1998; otherwise, none of the remaining properties
accounted for more than 1.9% of the Company's gross revenues during the same
period. The occupancy rate for all of the Company's improved properties as of
December 31, 1998 was 93.1%.
Substantially all of the Company's properties are owned directly by the
Company (subject in certain cases to mortgages), although the Company's
interests in certain of its properties are held indirectly through its interests
in joint ventures or under long-term leases. In the opinion of management of
the Company, its properties are well maintained and in good repair, suitable for
their intended uses, and adequately covered by insurance.
Shopping Centers. As of December 31, 1998, the Company owned or operated
under long-term leases, either directly or through its interests in joint
ventures, 179 shopping centers with approximately 19.6 million square feet of
building area. The shopping centers were located predominantly in Texas with
other locations in Louisiana, Oklahoma, Arkansas, Arizona, New Mexico, Maine,
Tennessee, Nevada, Kansas, Missouri, Illinois and Colorado.
The Company's shopping centers are primarily community shopping centers
which range in size from 100,000 to 400,000 square feet, as distinguished from
small strip centers which generally contain 5,000 to 25,000 square feet and from
large regional enclosed malls which generally contain over 500,000 square feet.
Most of the centers do not have climatized common areas but are designed to
allow retail customers to park their automobiles in close proximity to any
retailer in the center. The Company's centers are customarily constructed of
masonry, steel and glass and all have lighted, paved parking areas which are
typically landscaped with berms, trees and shrubs. They are generally located
at major intersections in close proximity to neighborhoods which have existing
populations sufficient to support retail activities of the types conducted in
the Company's centers.
The Company has approximately 3,900 separate leases with 2,900 different
tenants in its portfolio, including national and regional supermarket chains,
other nationally or regionally known stores (including drug stores, discount
department stores, junior department stores and catalog stores) and a great
variety of other regional and local retailers. The large number of locations
offered by the Company and the types of traditional anchor tenants help attract
prospective new tenants. Some of the national and regional supermarket chains
which are tenants in the Company's centers include Albertson's, Fiesta, Smith's,
H.E.B., Kroger Company, Randall's Food Markets, Fry's Food Stores and Safeway.
In addition to these supermarket chains, the Company's nationally and regionally
known retail store tenants include Eckerd, Walgreen and Osco drugstores; Kmart
discount stores; Bealls, Palais Royal and Weiner's junior department stores;
Marshall's, Office Depot, 50-Off, Office Max, Babies 'R' Us, Ross, Stein Mart
and T.J. Maxx off-price specialty stores; Luby's, Piccadilly and Furr's
cafeterias; Academy sporting goods; Service Merchandise catalog stores; FAO
Schwarz toy store; Cost Plus Imports; Linens 'N Things; Barnes & Noble
bookstore; Home Depot; Comp USA; and the following restaurant chains: Arby's,
Burger King, Champ's, Church's Fried Chicken, Dairy Queen, Domino's,
Jack-in-the-Box, CiCi Pizza, Long John Silver's, McDonald's, Olive Garden,
Outback Steakhouse, Pizza Hut, Shoney's, Steak & Ale, Taco Bell and Whataburger.
The Company also leases space in 3,000 to 10,000 square foot areas to national
chains such as the Limited Store, The Gap, One Price Stores, Eddie Bauer and
Radio Shack.
The Company's shopping center leases have lease terms generally ranging
from three to five years for tenant space under 5,000 square feet and from 10 to
35 years for tenant space over 10,000 square feet. Leases with primary lease
terms in excess of 10 years, generally for anchor and out-parcels, frequently
contain renewal options which allow the tenant to extend the term of the lease
for one or more additional periods, each such period generally being of a
shorter duration than the primary lease term. The rental rates paid during a
renewal period are generally based upon the rental rate for the primary term,
sometimes adjusted for inflation or for the amount of the tenant's sales during
the primary term.
Most of the Company's leases provide for the monthly payment in advance of
fixed minimum rentals, the tenants' pro rata share of ad valorem taxes,
insurance (including fire and extended coverage, rent insurance and liability
insurance) and common area maintenance for the center (based on estimates of the
costs for such items) and for the payment of additional rentals based on a
percentage of the tenants' sales ("percentage rentals").
<PAGE>
Utilities are generally paid directly by tenants except where common metering
exists with respect to a center, in which case the Company makes the payments
for the utilities and is reimbursed by the tenants on a monthly basis.
Generally, the Company's leases prohibit the tenant from assigning or subletting
its space and require the tenant to use its space for the purpose designated in
its lease agreement and to operate its business on a continuous basis. Certain
of the lease agreements with major tenants contain modifications of these basic
provisions in view of the financial condition, stability or desirability of such
tenants. Where a tenant is granted the right to assign its space, the lease
agreement generally provides that the original lessee will remain liable for the
payment of the lease obligations under such lease agreement.
During 1998, the Company added approximately 3.3 million square feet to its
portfolio of properties through acquisitions and another .2 million square feet
of space through development. Regarding the retail portfolio, the Company
purchased anchored shopping centers in Corpus Christi, Austin and Lubbock,
Texas, and a free-standing supermarket in the Dallas/Fort Worth area. The
Company also purchased the second phase of a center it already owned in Las
Vegas and bought adjoining buildings at two of its Houston-area shopping
centers. A partnership formed by the Company acquired an anchored shopping
center in Little Rock, Arkansas in exchange for operating partnership units and
the assumption of $9.1 million of debt. The Company has an effective ownership
interest of 35% in this partnership. These transactions increased the Company's
retail portfolio by 1.1 million square feet of building area and represent an
investment of $82.8 million. The Company also entered into long-term lease
agreements with purchase options for two anchored shopping centers in Las Vegas
totaling 280,000 square feet.
With respect to new development, construction was completed on retail space
adjacent to an occupant-owned supermarket at a newly developed shopping center
in Phoenix. The Company currently has four retail centers under development and
has investments in two additional retail centers under construction in the
Denver area in joint ventures with a Denver-based developer.
Industrial Properties. The Company currently owns a total of 37 industrial
projects and was expanded in 1998 through the purchase of fifteen facilities.
The Company purchased seven facilities in Dallas and three properties in
Memphis, its first industrial projects in both of these cities. The Company also
acquired five buildings in the Houston area, including a refrigerated storage
facility in Railwood, the Company's master planned industrial park. These
projects added 2.2 million square feet to the industrial portfolio and represent
an investment of $45.6 million.
During 1998, the Company completed the development of a 162,000 square foot
speculative bulk warehouse facility on a tract of undeveloped land located in
the Company's Railwood Industrial Park.
Office Building. The Company owns a seven-story, 121,000 square foot
masonry office building with a detached, covered, three-level parking garage
situated on 171,000 square feet of land fronting on North Loop 610 West in
Houston. The building serves as the Company's headquarters. Other than the
Company, the major tenant of the building is Nations Bank, which currently
occupies 9% of the office space.
Multi-family Residential Properties. During 1998, the Company sold its
joint venture interest in the apartment project located in San Antonio, Texas.
The Company began development of a 260-unit luxury apartment complex on land
within a multi-use master-planned project developed by the Company in a suburb
north of Houston. An unrelated Houston-based developer will build and lease the
property on the Company's behalf. Construction is scheduled for completion in
the spring of 1999.
Unimproved Land. The Company owns, directly or through its interest in a
joint venture, 27 parcels of unimproved land aggregating approximately 9.3
million square feet of land area located in Texas, Arizona, Illinois and
Louisiana. These properties include approximately 3.6 million square feet of
land adjacent to certain of the Company's existing developed properties, which
may be used for expansion of these developments, as well as approximately 5.7
million square feet of land, which may be used for new development. Almost all
of these unimproved properties are served by roads and utilities and are ready
for development. Most of these parcels are suitable for development as shopping
centers or industrial projects, and the Company intends to emphasize the
development of these parcels for such purpose.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings, other than ordinary
routine litigation incidental to its business, to which the Company is a party
or to which any of its properties are subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
None.
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the
executive officers of the Company as of February 23, 1999. All executive
officers of the Company are elected annually by the Board of Trust Managers and
serve until the successors are elected and qualified.
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Stanford Alexander . . . 70 Chairman/Chief Executive Officer
Martin Debrovner . . . . 62 Vice Chairman
Andrew M. Alexander. . . 42 President
Joseph W. Robertson, Jr. 51 Executive Vice President/Chief Financial Officer
Stephen C. Richter . . . 44 Senior Vice President/Financial
Administration and Treasurer
</TABLE>
Mr. S. 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. through January 27, 1999.
Mr. Debrovner became Vice Chairman of the Company on February 25, 1997.
Prior to assuming such position, Mr. Debrovner served as President and Chief
Operating Officer since January 1, 1993. Mr. Debrovner served as President of
Weingarten Realty Management Company (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. A. Alexander became President of the Company on February 25, 1997.
Prior to his present position, Mr. Alexander was Executive Vice President/Asset
Management of the Company and President of the Management Company. 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 and Outdoors, Inc.
Mr. Robertson became Executive Vice President of the Company and its Chief
Financial Officer on January 1, 1993. 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. Richter became Senior Vice President/Financial Administration and
Treasurer on January 1, 1997. Prior to his present position, Mr. Richter served
as Vice President/Financial Administration and Treasurer of the Company since
January 1, 1993. For the five years prior to that time, he served as Vice
President/Financial Administration and Treasurer of the Management Company.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON SHARES OF BENEFICIAL INTEREST AND
RELATED SHAREHOLDER MATTERS
The Company's Common Shares are listed and traded on the New York Stock Exchange
under the symbol "WRI". The number of holders of record of the Company's Common
Shares as of February 23, 1999 was 3,437. The high and low sale prices per
share of the Company's Common Shares, as reported on the New York Stock Exchange
composite tape, and dividends per share paid for the fiscal quarters indicated
were as follows:
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
---------- ---------- ---------
<S> <C> <C> <C>
1998:
Fourth . . . . $ 46 7/8 $ 39 3/4 $ 0.67
Third. . . . . 43 35 15/16 0.67
Second . . . . 44 15/16 40 5/8 0.67
First. . . . . 45 5/8 43 7/8 0.67
1997:
Fourth . . . . $ 45 $ 38 7/8 $ 0.64
Third. . . . . 44 1/8 39 7/16 0.64
Second . . . . 45 5/8 41 3/8 0.64
First. . . . . 44 3/4 40 0.64
</TABLE>
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data with respect
to the Company and should be read in conjunction with "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations," the
Consolidated Financial Statements and accompanying Notes in "Item 8. Financial
Statements and Supplementary Data" and the financial schedules included
elsewhere in this Form 10-K.
<TABLE>
<CAPTION>
(Amounts in thousands, except per share amounts)
Years Ended December 31,
1998 1997 1996 1995 1994
----------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Revenues (primarily real estate rentals) $ 198,467 $ 174,512 $151,123 $134,197 $120,793
----------- ----------- --------- --------- ---------
Expenses:
Depreciation and amortization. . . . 41,946 37,976 33,769 30,060 26,842
Interest . . . . . . . . . . . . . . 33,654 30,009 21,975 16,707 10,694
Other. . . . . . . . . . . . . . . . 61,995 54,888 47,004 42,614 39,235
----------- ----------- --------- --------- ---------
Total. . . . . . . . . . . . . . 137,595 122,873 102,748 89,381 76,771
----------- ----------- --------- --------- ---------
Income from operations . . . . . . . . . 60,872 51,639 48,375 44,816 44,022
Gain (loss) on sales of property and
securities . . . . . . . . . . . . . . 885 3,327 5,563 (14) (234)
Extraordinary charge (early retirement
of debt) . . . . . . . . . . . . . . . (1,392)
----------- ----------- --------- --------- ---------
Net income . . . . . . . . . . . . . . . $ 60,365 $ 54,966 $ 53,938 $ 44,802 $ 43,788
=========== =========== ========= ========= =========
Net income available to common
shareholders . . . . . . . . . . . . . $ 54,484 $ 54,966 $ 53,938 $ 44,802 $ 43,788
=========== =========== ========= ========= =========
Cash flows from operations . . . . . . . $ 97,464 $ 89,902 $ 76,299 $ 72,498 $ 64,305
=========== =========== ========= ========= =========
Weighted average number of common
shares outstanding:
Basic. . . . . . . . . . . . . . . . 26,667 26,638 26,555 26,464 26,190
Diluted. . . . . . . . . . . . . . . 26,869 26,771 26,598 26,493 26,245
Net income per common share - basic. . . $ 2.04 $ 2.06 $ 2.03 $ 1.69 $ 1.67
Net income per common share - diluted. . $ 2.03 $ 2.05 $ 2.03 $ 1.69 $ 1.67
Cash dividends per common share. . . . . $ 2.68 $ 2.56 $ 2.48 $ 2.40 $ 2.28
Property (at cost) . . . . . . . . . . . $1,294,632 $1,118,758 $970,418 $849,894 $735,134
Total assets . . . . . . . . . . . . . . $1,107,043 $ 946,793 $831,097 $734,824 $682,037
Debt . . . . . . . . . . . . . . . . . . $ 516,366 $ 507,366 $389,225 $289,339 $229,597
Other data:
Funds from operations (1)
Net income available to common
shareholders. . . . . . . . . . . . $ 54,484 $ 54,966 $ 53,938 $ 44,802 $ 43,788
Depreciation and amortization (2). . 41,580 37,544 33,414 29,813 26,842
(Gain) loss on sales of property
and securities. . . . . . . . . . . (885) (3,327) (5,563) 14 234
Extraordinary charge . . . . . . . . 1,392
----------- ----------- --------- --------- ---------
Total. . . . . . . . . . . . . . $ 96,571 $ 89,183 $ 81,789 $ 74,629 $ 70,864
=========== =========== ========= ========= =========
<FN>
(1) Funds from operations does not represent cash flows from operations as defined by
generally accepted accounting principles and should not be considered as an alternative
to net income as an indicator of the Company's operating performance or to cash flows
as a measure of liquidity.
(2) In accordance with the NAREIT definition of funds from operations adopted during the year
ended December 31, 1995, debt cost amortization is not included beginning with that
year.
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto and the comparative summary of selected
financial data appearing elsewhere in this report. Historical results and
trends which might appear should not be taken as indicative of future
operations.
Weingarten Realty Investors owned or operated under long-term leases 179
shopping centers, 37 industrial properties and one office building at December
31, 1998. Of the Company's 217 developed properties, 162 are located in Texas
(including 97 in Houston and Harris County). The Company's remaining properties
are located in Louisiana (11), Arizona (10), Nevada (7), New Mexico (5),
Oklahoma (4), Arkansas (6), Tennessee (4), Kansas (3), Colorado (2), Missouri
(1), Illinois (1) and Maine (1). The Company has nearly 3,900 leases and 2,900
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.
CAPITAL RESOURCES AND LIQUIDITY
The Company anticipates that cash flows from operating activities will continue
to provide adequate capital for all dividend payments in accordance with REIT
requirements and that cash on hand, borrowings under its existing credit
facility, issuance of unsecured debt and the use of project financing, as well
as other debt and equity alternatives, will provide the necessary capital to
achieve growth. Cash flow from operating activities as reported in the
Statements of Consolidated Cash Flows increased to $97.5 million for 1998 from
$89.9 million for 1997 and $76.3 million for 1996.
Common and preferred dividends increased to $77.3 million in 1998, compared to
$68.2 million in 1997 and $65.9 million in 1996. The Company satisfied its REIT
requirement of distributing at least 95% of ordinary taxable income for each of
the three years ended December 31, 1998, and, accordingly, federal income taxes
were not required to be paid in these years. The Company's dividend payout
ratio on common equity for 1998, 1997 and 1996 approximated 74.4%, 76.4% and
80.5%, respectively, based on funds from operations for the applicable year.
The Company invested $128.4 million in acquisitions in 1998, adding 3.3 million
square feet to its portfolio of properties. Regarding the retail portfolio, the
Company purchased anchored shopping centers in Corpus Christi, Austin and
Lubbock, Texas, and a free-standing supermarket in the Dallas/Fort Worth area.
The Company also purchased the second phase of a center it already owned in Las
Vegas and bought adjoining buildings at two of its Houston-area shopping
centers. A partnership formed by the Company acquired an anchored shopping
center in Little Rock, Arkansas in exchange for operating partnership units and
the assumption of $9.1 million of debt. The Company has an effective ownership
interest of 35% in this partnership. These transactions increased the Company's
retail portfolio by 1.1 million square feet of building area and represent an
investment of $82.8 million. The Company also entered into long-term lease
agreements with purchase options for two anchored shopping centers in Las Vegas
totaling 280,000 square feet. The Company's industrial portfolio was expanded
in 1998 through the purchase of fifteen facilities. The Company purchased seven
facilities in Dallas and three properties in Memphis, its first industrial
projects in both of these cities. The Company also acquired five buildings in
the Houston area, including a refrigerated storage facility in Railwood, the
Company's master planned industrial park. These projects added 2.2 million
square feet to the industrial portfolio and represent an investment of $45.6
million.
With respect to new development, construction was completed on retail space
adjacent to an occupant-owned supermarket at a newly-developed shopping center
in Phoenix and on a bulk warehouse facility in the Company's Railwood Industrial
Park. The Company currently has several other facilities under development,
including four retail centers, an industrial office/service center and a
260-unit luxury apartment project. The Company also has investments in two
additional retail centers under construction in the Denver area in joint
ventures with a Denver-based developer. The projects under construction or
completed in 1998 represent an estimated investment by the Company of $58.4
million and will add .7 million square feet to our portfolio.
<PAGE>
Additionally, the Company has an ongoing program for maintaining and renovating
its existing portfolio of properties. Capitalized expenditures for
acquisitions, new development and additions to the existing portfolio were, in
millions, $176.5, $152.6 and $131.6 during 1998, 1997 and 1996, respectively.
All of the acquisitions and new development during 1998 were either initially
financed under the Company's revolving credit facility or funded with excess
cash balances. Capital expenditures in 1999 are expected to equal, if not
exceed, the total for 1998.
The Company issued $165 million of preferred shares in 1998 and $115 million
subsequent to year-end in underwritten public offerings. In February 1998, the
Company issued $75 million of 7.44% Series A Cumulative Redeemable Preferred
Shares with a liquidation preference of $25 per share. The shares are callable
at the Company's option any time after March 31, 2003 and have no stated
maturity. In October, the Company issued $90 million of 7.125% Series B
Cumulative Redeemable Preferred Shares with a liquidation preference of $25 per
share and no stated maturity. The Company can elect to redeem the shares
anytime after October 20, 2003. The Series B preferred shares are redeemable by
the holder only upon their death and are also redeemable in either cash or
common shares at the Company's option. There are limitations on the number of
shares per shareholder and in the aggregate that may be redeemed per year. In
January of 1999, the Company issued $115 million of 7.0% Series C Cumulative
Redeemable Preferred Shares with a liquidation preference of $50 per share and
no stated maturity. The Company can elect to redeem these shares anytime after
March 15, 2004. The redemption rights of the shareholders and the related
restrictions are effectively the same as for the Series B preferred shares. The
proceeds of these offerings were used to pay down variable-rate debt, to fund
acquisition and new development activity and to retire $35 million of 9.11%
secured notes payable to an insurance company. The early extinguishment of the
$35 million of secured notes in February of 1998 that were scheduled to mature
in August of 2001 resulted in an extraordinary loss of $1.4 million. Any
redemption of preferred shares initiated by the Company must be funded with
proceeds from an offering of additional common or preferred shares.
During 1998, the Company completed $54.5 million of the prospective transactions
through the sale of fixed-rate, unsecured Medium Term Notes with an average life
of seven years and an average interest rate of 6.3%. The Company also issued
$82 million of two-year, variable-rate Medium Term Notes during the year.
Interest on these Medium Term Notes accrues at a rate of LIBOR plus .17%, which
averaged 5.9% during 1998. The $82 million of Medium Term Notes were retired in
February of 1999 with the proceeds from the Series C preferred share offering.
The Company has three interest rate swap contracts with an aggregate notional
amount of $40 million which fix interest rates on variable-rate debt at 8.1% and
expire through 2004.
Total debt outstanding increased to $516.4 million at December 31, 1998 from
$507.4 million at December 31, 1997, primarily to fund acquisitions and new
development. Continued growth through acquisitions and new development will
eventually necessitate the need for additional capital. The Company will
continue to closely monitor both the debt and equity markets and carefully
consider its available alternatives, including both public and private
placements.
During 1997, the Company's $200 million unsecured revolving credit facility was
amended to improve the pricing and, effectively, extend the term of the
commitment. The Company has an annual option to request a one-year extension of
the commitment, which currently expires in November of 2000. Additionally, the
Company has an unsecured and uncommitted overnight credit facility totaling $20
million to be used for cash management purposes. The Company will maintain
adequate funds available under the $200 million revolving credit facility at all
times to cover the outstanding balance under the $20 million facility.
At December 31, 1998, the Company had approximately $175 million of funds
available under the revolving credit facilities in addition to $15 million of
proceeds from its Series B preferred share offering which were invested in
short-term instruments. In the second quarter of 1998, the Company filed a $400
million shelf registration statement with the Securities and Exchange Commission
(which includes $11.5 million from the Company's prior shelf registration) which
allows for the issuance of debt, equity securities or warrants. At December 31,
1998, amounts available under the shelf registration totaled $221 million,
however, this amount was reduced by $115 million due to the issuance of Series C
preferred shares subsequent to year-end. The Company intends to amend the shelf
registration in early 1999 to increase the amount available by $80 million.
During 1998, the Company sold its investment in U.S. government agency
guaranteed pass-through certificates for $12.2 million, resulting in a gain of
less than $.1 million. The proceeds from the sale were used primarily to retire
overnight repurchase agreements, which were collateralized by these marketable
debt securities.
<PAGE>
MARKET RISK
The Company uses fixed- and floating-rate debt to finance its capital
requirements. These transactions expose the Company to market risk related to
changes in interest rates. Derivative financial instruments are used to manage
a portion of this risk. During 1998, the Company entered into and settled three
forward treasury lock agreements with a total notional amount of $85 million as
a hedge against potential changes in interest rates of prospective issuances of
fixed-rate debt. Amounts paid or received upon settlement of these contracts
are deferred and amortized as an adjustment to interest expense over the life of
the fixed-rate debt. At year-end, the Company had a deferred loss of $1.9
million which will be amortized over the life of the next $30.5 million of
fixed-rate debt issues. At December 31, 1998, the Company had fixed-rate debt
of $444.1 million and variable-rate debt of $72.3 million, after adjusting for
the effect of interest rate swaps. In the event that interest rates were to
increase 100 basis points, the fair value of fixed-rate debt would decrease by
$27.9 million and net income, funds from operations and future cash flows would
decrease $.7 million based upon the debt outstanding at December 31, 1998.
Following the issuance of the Series C preferred shares in January of 1999 and
the related retirement of the variable-rate Medium Term Notes, all variable-rate
debt other than that covered by the interest rate swaps was eliminated.
FUNDS FROM OPERATIONS
Funds from operations is an alternate measure of the performance of an equity
REIT since such measure does not recognize depreciation and amortization of real
estate assets as operating expenses. Management believes that reductions for
these charges are not meaningful in evaluating income-producing real estate,
which historically has not depreciated. The National Association of Real Estate
Investment Trusts defines funds from operations as net income plus depreciation
and amortization of real estate assets, less gains and losses on sales of
properties. Funds from operations does not represent cash flows from operations
as defined by generally accepted accounting principles and should not be
considered as an alternative to net income as an indicator of the Company's
operating performance or to cash flows as a measure of liquidity.
Funds from operations increased to $96.6 million in 1998, as compared to $89.2
million in 1997 and $81.8 million in 1996. These increases relate primarily to
the impact of the Company's acquisitions and new developments and, to a lesser
degree, the activity at its existing properties. For further information on
changes between years, see "Results of Operations" below.
RESULTS OF OPERATIONS
Rental revenues increased 15.1%, or $25.6 million, from $169.0 million in 1997
to $194.6 million in 1998 and by 16.3%, or $23.7 million, from $145.3 million in
1996. These increases are primarily the result of the Company's acquisition and
new development programs. Occupancy of the Company's shopping centers and total
portfolio increased to 93% at December 31, 1998 from 92% at the end of 1997.
The Company's industrial portfolio occupancy was 93% at December 31, 1998 and
1997. The Company completed 830 renewals or leases comprising 3.4 million
square feet at an average rental rate increase of 5.8%. Net of the amortized
portion of capital costs for tenant improvements, the increase averaged 3.2%.
Interest income totaled $2.1 million in 1998, $2.5 million in 1997 and $3.1
million in 1996. This decrease in income is primarily the result of the
Company selling $12.2 million of its marketable debt securities during the first
quarter of 1998 offset by interest earned on the investment of excess cash
balances resulting from the Company's preferred share offerings.
Equity in earnings of real estate joint ventures and partnerships totaled $.3
million in 1998, $1.0 million in 1997 and $1.2 million in 1996. The decrease in
1998 is due to the Company's purchase at December 31, 1997 of its joint venture
partner's 85% interest in four shopping centers.
Direct costs and expenses of operating the Company's properties (i.e., operating
and ad valorem tax expenses) increased to $54.8 million in 1998 from $49.2
million in 1997 and $41.9 million in 1996. These increases are primarily due to
property acquired and developed during these periods. Overall, direct operating
costs and expenses as a percentage of rental revenues were 28% in 1998 and 29%
in 1997 and 1996. Depreciation and amortization have increased to $41.9 million
in 1998 from $38.0 million in 1997 and $33.8 million in 1996, also as a result
of the properties acquired and developed during these periods. General and
administrative expense have increased to $7.1 million in 1998 from $5.6 million
in 1997 and $5.1 million in 1996. The increase in 1998 results primarily from
the Company's adoption of a new Emerging Issues Task Force consensus decision
which provides that internal costs of identifying and acquiring operating
property incurred subsequent to March 19, 1998 should be expensed. The Company
realized an increase in expense of $1.1 million in 1998 due to the adoption of
this standard.
Gross interest costs, before capitalization of interest to development projects,
increased by $4.2 million from $30.8 million in 1997 to $35.0 million in 1998.
This increase in interest cost was due mainly to the increase in the average
debt outstanding from $422.9 million for 1997 to $492.2 million for 1998. The
weighted-average interest rate decreased from 7.27% in 1997 to 7.11% in 1998.
Interest expense, net of amounts capitalized, increased $3.6 million from 1997.
The amount of interest capitalized increased to $1.4 million in 1998 from $.8
million in 1997 due to an increase in the amount of development activity during
the year. Included in interest expense during 1997 was $.7 million related to
repurchase agreements which were collateralized by the Company's investment in
marketable debt securities which were sold during the first quarter of 1998.
Comparing 1997 to 1996, gross interest costs increased from $23.3 million in
1996 to $30.8 million in 1997. This was due to an increase in the average debt
outstanding from $314.4 million in 1996 to $422.9 million in 1997. The
weighted-average interest rate decreased slightly between the two periods from
7.36% in 1996 to 7.27% in 1997. Interest expense, net of amounts capitalized,
increased $8.0 million from 1996 due to an increase in the amount of development
activity during the year.
The gain on sale of $.9 million in 1998 was due primarily to the sale of its
joint venture interest in an apartment project located in San Antonio, Texas and
the sale of excess land associated with the Company's investment in the
development of a retail center in Denver, Colorado. The gain on sale of $3.3
million in 1997 was primarily due to the condemnation of a portion of a shopping
center by the State of Texas. The Company leased back the portion of the
shopping center purchased by the state, and continues to operate the center.
EFFECTS OF INFLATION
The rate of inflation was relatively unchanged in 1998. The Company has
structured its leases, however, in such a way as to remain largely unaffected
should significant inflation occur. Most of the leases contain percentage rent
provisions whereby the Company receives rentals based on the tenants' gross
sales. Many leases provide for increasing minimum rentals during the terms of
the leases through escalation provisions. In addition, many of the Company's
leases are for terms of less than ten years, which allows the Company to adjust
rental rates to changing market conditions when the leases expire. Most of the
Company's leases require the tenants to pay their proportionate share of
operating expenses and ad valorem taxes. As a result of these lease provisions,
increases due to inflation, as well as ad valorem tax rate increases, generally
do not have a significant adverse effect upon the Company's operating results.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities" was issued. This statement
requires that an entity recognize all derivatives as either assets or
liabilities and measure the instruments at fair value. The accounting for
changes in fair value of a derivative depends upon its intended use. The
Company will adopt the provisions of this statement in the first quarter of
fiscal year 2000. The Company is still evaluating the effects of adopting this
statement.
YEAR 2000 COMPLIANCE
Many currently installed computer systems and software products are coded to
accept only two-digit entries in the date code field. These date code fields
will need to be amended to allow the system to distinguish 21st century dates
from the 20th century dates. The use of software and computer systems that are
not Year 2000 compliant could result in system failures or miscalculations
causing disruptions of operations, including, among other things, a temporary
inability to process transactions or engage in normal business activities. As a
result, many companies' software and computer systems may need to be upgraded or
replaced in order to comply with Year 2000 requirements.
The Company has completed a review of its software and hardware and determined
that all mission-critical systems are Year 2000 compliant. Non-mission critical
software and hardware have also been reviewed and the Company has identified
certain personal computers, local area networks and file servers which are
scheduled for upgrades or replacement as part of the Company's ongoing
maintenance of its information system technology. The Company has also
completed a review of Year 2000 issues not related to information technology
including, but not limited to, the use of imbedded chips or internal clocks in
machinery or equipment. As the Company owns primarily single-story industrial
buildings and neighborhood retail centers without enclosed common areas, the use
of this technology is very limited and, accordingly, the Company believes that
it is Year 2000 compliant. The Company has no incremental costs in addressing
these Year 2000 issues.
The Company has communicated with its major tenants, financial institutions and
utility companies to determine the extent to which the Company is vulnerable to
third parties' failures to resolve their Year 2000 issues. Based on the
representations received from these third parties, the Company does not believe
this represents a material risk to the Company. Nevertheless, the Company has
no guarantee that such third party systems will operate as represented. In the
event significant systems of one of these third parties fails, the operating
results and financial condition of the Company could be adversely effected.
Based on the Company's assessment of the readiness of its own systems and those
of significant third parties, it has not deemed it necessary to develop a formal
contingency plan. In the event additional information comes to the Company's
attention which would change its current assessment, it will consider the need
for a contingency plan at that time.
FORWARD-LOOKING STATEMENTS
This Annual Report includes certain forward-looking statements reflecting the
Company's expectations in the near term that involve a number of risks and
uncertainties; however, many factors may materially affect the actual results,
including demand for our properties, changes in rental and occupancy rates,
changes in property operating costs, interest rate fluctuations, and changes in
local and general economic conditions. Accordingly, there is no assurance that
the Company's expectations will be realized.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
Reference is made to Item 7 of this Form 10-K under the caption "Market Risk".
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
To the Board of Trust Managers and Shareholders of
Weingarten Realty Investors:
We have audited the accompanying consolidated balance sheets of Weingarten
Realty Investors (the "Company") as of December 31, 1998 and 1997, and the
related statements of consolidated income, shareholders' equity, and cash flows
for each of the three years in the period ended December 31, 1998. Our audits
also included the financial statement schedules listed in the Index at Item 14.
These financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements and financial statement schedules based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Weingarten Realty Investors at
December 31, 1998 and 1997, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1998 in conformity
with generally accepted accounting principles. Also, in our opinion, such
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Houston, Texas
February 23, 1999
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CONSOLIDATED INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Years Ended December 31,
-----------------------------
1998 1997 1996
--------- -------- --------
<S> <C> <C> <C>
Revenues:
Rentals . . . . . . . . . . . . . . . . . . . . $194,624 $169,041 $145,307
Interest
Securities and Other. . . . . . . . . . . . . 511 1,053 1,572
Affiliates. . . . . . . . . . . . . . . . . . 1,578 1,434 1,576
Equity in earnings of real estate joint
ventures and partnerships. . . . . . . . . . . 342 1,003 1,232
Other . . . . . . . . . . . . . . . . . . . . . 1,412 1,981 1,436
--------- -------- --------
Total . . . . . . . . . . . . . . . . . 198,467 174,512 151,123
--------- -------- --------
Expenses:
Depreciation and amortization . . . . . . . . . 41,946 37,976 33,769
Interest. . . . . . . . . . . . . . . . . . . . 33,654 30,009 21,975
Operating . . . . . . . . . . . . . . . . . . . 30,413 27,131 23,021
Ad valorem taxes. . . . . . . . . . . . . . . . 24,436 22,110 18,874
General and administrative. . . . . . . . . . . 7,146 5,647 5,109
--------- -------- --------
Total . . . . . . . . . . . . . . . . . 137,595 122,873 102,748
--------- -------- --------
Income from Operations. . . . . . . . . . . . . . 60,872 51,639 48,375
Gain on Sales of Property and Securities. . . . . 885 3,327 5,563
--------- -------- --------
Income Before Extraordinary Charge. . . . . . . . 61,757 54,966 53,938
Extraordinary Charge (early retirement of debt) . (1,392)
--------- -------- --------
Net Income. . . . . . . . . . . . . . . . . . . . $ 60,365 $ 54,966 $ 53,938
========= ======== ========
Net Income Available to Common Shareholders . . . $ 54,484 $ 54,966 $ 53,938
========= ======== ========
Net Income Per Common Share - Basic:
Income Before Extraordinary Charge. . . . . . $ 2.09 $ 2.06 $ 2.03
Extraordinary Charge. . . . . . . . . . . . . (.05)
--------- -------- --------
Net Income. . . . . . . . . . . . . . . . . $ 2.04 $ 2.06 $ 2.03
========= ======== ========
Net Income Per Common Share - Diluted:
Income Before Extraordinary Charge. . . . . . $ 2.08 $ 2.05 $ 2.03
Extraordinary Charge. . . . . . . . . . . . . (.05)
--------- -------- --------
Net Income. . . . . . . . . . . . . . . . . $ 2.03 $ 2.05 $ 2.03
========= ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
December 31,
------------------------
1998 1997
----------- -----------
ASSETS
<S> <C> <C>
Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,294,632 $1,118,758
Accumulated Depreciation. . . . . . . . . . . . . . . . . . . . . . . (296,989) (262,551)
----------- -----------
Property - net. . . . . . . . . . . . . . . . . . . . . . . . . . 997,643 856,207
Investment in Real Estate Joint Ventures and Partnerships . . . . . . 2,741 2,824
----------- -----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,384 859,031
Mortgage Bonds and Notes Receivable from:
Affiliate (net of deferred gain of $4,487 in 1998 and 1997) . . . 13,444 14,752
Real Estate Joint Ventures and Partnerships . . . . . . . . . . . 23,388 15,250
Marketable Debt Securities. . . . . . . . . . . . . . . . . . . . . . 14,951 12,345
Unamortized Debt and Lease Costs. . . . . . . . . . . . . . . . . . . 25,612 23,536
Accrued Rent and Accounts Receivable (net of allowance for doubtful
accounts of $888 in 1998 and $1,000 in 1997). . . . . . . . . . . . 15,197 14,583
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . 1,672 2,754
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,395 4,542
----------- -----------
Total . . . . . . . . . . . . . . . . . . . . . . . . $1,107,043 $ 946,793
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 516,366 $ 507,366
Accounts Payable and Accrued Expenses . . . . . . . . . . . . . . . . 49,269 43,305
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,229 6,136
----------- -----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 573,864 556,807
----------- -----------
Commitments and Contingencies
Shareholders' Equity:
Preferred Shares of Beneficial Interest - par value, $.03 per share;
shares authorized: 10,000
7.44% Series A cumulative redeemable preferred shares of
beneficial interest; 3,000 shares issued and outstanding;
liquidation preference $25 per share. . . . . . . . . . . . . 90
7.125% Series B cumulative redeemable preferred shares of
beneficial interest; 3,600 shares issued and outstanding;
liquidation preference $25 per share. . . . . . . . . . . . . 108
Common Shares of Beneficial Interest - par value, $.03 per share;
shares authorized: 150,000; shares issued and outstanding:
26,673 in 1998 and 26,660 in 1997 . . . . . . . . . . . . . . . . 800 800
Capital Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . 532,254 389,186
Deferred Compensation Obligation. . . . . . . . . . . . . . . . . . (73)
----------- -----------
Shareholders' Equity. . . . . . . . . . . . . . . . . . . . . . . 533,179 389,986
----------- -----------
Total . . . . . . . . . . . . . . . . . . . . . . . . $1,107,043 $ 946,793
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CONSOLIDATED CASH FLOWS
(AMOUNTS IN THOUSANDS)
Years Ended December 31,
----------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income. . . . . . . . . . . . . . . . . . . . . . . $ 60,365 $ 54,966 $ 53,938
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization . . . . . . . . . . . 41,946 37,976 33,769
Equity in earnings of real estate joint ventures
and partnerships. . . . . . . . . . . . . . . . . (342) (1,003) (1,232)
Gain on sales of property and securities. . . . . . (885) (3,327) (5,563)
Extraordinary charge (early retirement of debt) . . 1,392
Changes in accrued rent and accounts receivable . . (621) (2,462) (1,836)
Changes in other assets . . . . . . . . . . . . . . (12,662) (6,105) (7,507)
Changes in accounts payable and accrued expenses. . 7,614 9,113 4,032
Other, net. . . . . . . . . . . . . . . . . . . . . 657 744 698
---------- ---------- ----------
Net cash provided by operating activities. . . 97,464 89,902 76,299
---------- ---------- ----------
Cash Flows from Investing Activities:
Investment in properties. . . . . . . . . . . . . . . . (172,470) (136,632) (121,379)
Mortgage bonds and notes receivable:
Advances. . . . . . . . . . . . . . . . . . . . . (12,598) (1,501) (3,151)
Collections . . . . . . . . . . . . . . . . . . . 3,745 2,090 6,188
Proceeds from sales and disposition of property . . . . 1,109 11,741 7,231
Purchase of marketable debt securities. . . . . . . . . (14,951)
Proceeds from sales of marketable debt securities . . . 12,229
Real estate joint ventures and partnerships:
Investments . . . . . . . . . . . . . . . . . . . (453) (59) (69)
Distributions . . . . . . . . . . . . . . . . . . 345 808 1,032
Other, net. . . . . . . . . . . . . . . . . . . . . . . 241 2,517 3,291
---------- ---------- ----------
Net cash used in investing activities. . . . . (182,803) (121,036) (106,857)
---------- ---------- ----------
Cash Flows from Financing Activities:
Proceeds from issuance of:
Debt. . . . . . . . . . . . . . . . . . . . . . . 136,575 104,526 95,770
Common shares of beneficial interest. . . . . . . 301 1,325 231
Preferred shares of beneficial interest . . . . . 159,552
Principal payments of debt. . . . . . . . . . . . . . . (134,443) (3,644) (2,350)
Common and preferred dividends paid . . . . . . . . . . (77,347) (68,200) (65,851)
Other, net. . . . . . . . . . . . . . . . . . . . . . . (381) (288) (428)
---------- ---------- ----------
Net cash provided by financing activities . . . 84,257 33,719 27,372
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents. . . (1,082) 2,585 (3,186)
Cash and cash equivalents at January 1. . . . . . . . . . 2,754 169 3,355
---------- ---------- ----------
Cash and cash equivalents at December 31. . . . . . . . . $ 1,672 $ 2,754 $ 169
========== ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS)
Years Ended December 31, 1998, 1997 and 1996
Preferred Common
Shares of Shares of Deferred
Beneficial Beneficial Capital Retained Compensation
Interest Interest Surplus Earnings Obligation
----------- ----------- --------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1996 . . . . . . . . . . . $ 796 $410,803
Net income . . . . . . . . . . . . . . . . . $ 53,938
Shares exchanged for property. . . . . . . . 1 968
Shares issued under benefit plans. . . . . . 469
Dividends declared - common shares . . . . . (11,914) (53,938)
Other. . . . . . . . . . . . . . . . . . . . (125)
----------- ----------- --------- ---------- --------------
Balance, December 31, 1996 . . . . . . . . . . 797 400,201 ----
Net income . . . . . . . . . . . . . . . . . 54,966
Shares exchanged for property. . . . . . . . 1 275
Shares issued under benefit plans. . . . . . 2 1,733
Dividends declared - common shares . . . . . (13,234) (54,966)
Other. . . . . . . . . . . . . . . . . . . . 211
----------- ----------- --------- ---------- --------------
Balance, December 31, 1997 . . . . . . . . . . 800 389,186 ----
Net income. . . . . . . . . . . . . . . . . 60,365
Issuance of Series A preferred shares. . . . $ 90 72,422
Issuance of Series B preferred shares. . . . 108 86,932
Shares issued under benefit plans . . . . . 696
Dividends declared - common shares. . . . . (16,982) (54,484)
Dividends declared - preferred shares . . . (5,881)
Adjustment for cumulative effect of adopting
accounting for deferred compensation plan:
Common shares held in plan . . . . . . . . $ (3,531)
Deferred compensation obligation . . . . . 3,458
----------- ----------- --------- ---------- --------------
Balance, December 31, 1998 . . . . . . . . . . $ 198 $ 800 $532,254 $ ---- $ (73)
=========== =========== ========= ========== ==============
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
Weingarten Realty Investors (the "Company"), a Texas real estate investment
trust, is engaged in the acquisition, development and management of real estate,
primarily anchored neighborhood and community shopping centers and, to a lesser
extent, industrial properties. Over 70% of the Company's properties are located
in Texas, with the remainder located primarily throughout the southwestern part
of the United States. The Company's major tenants include supermarkets,
drugstores and other retailers who generally sell basic necessity-type
commodities. The Company currently operates and intends to operate in the
future as a real estate investment trust ("REIT").
Basis of Presentation
The consolidated financial statements include the accounts of the Company, its
subsidiaries and its interest in 50% or more-owned joint ventures and
partnerships over which the Company exercises control. All significant
intercompany balances and transactions have been eliminated. Investments in
less than 50%-owned joint ventures and partnerships are accounted for using the
equity method.
Revenue Recognition
Rental revenue is generally recognized on a straight-line basis over the life of
the lease. Revenue from tenant reimbursements of taxes, maintenance expenses
and insurance is recognized in the period the related expense is recorded.
Revenue based on a percentage of tenants' sales is estimated and accrued ratably
over the year. If the Company recognized such revenue only after the tenant
exceeded their sales breakpoint, revenue for 1998 would be reduced by $.3
million.
Property
Real estate assets are stated at cost less accumulated depreciation, which, in
the opinion of management, is not in excess of the individual property's
estimated undiscounted future cash flows, including estimated proceeds from
disposition. Depreciation is computed using the straight-line method, generally
over estimated useful lives of 18-50 years for buildings and 10-20 years for
parking lot surfacing and equipment. Major replacements are capitalized and the
replaced asset and corresponding accumulated depreciation are removed from the
accounts. All other maintenance and repair items are charged to expense as
incurred.
Capitalization
Carrying charges, principally interest and ad valorem taxes, on land under
development and buildings under construction are capitalized as part of land
under development and buildings and improvements.
The Company had also capitalized the direct internal costs of identifying and
acquiring operating property. In March 1998, the Emerging Issues Task Force of
the Financial Accounting Standards Board reached a consensus decision on Issue
No. 97-11, "Accounting for Internal Costs Relating to Real Estate Property
Acquisitions" which provides that internal costs of identifying and acquiring
operating property incurred subsequent to March 19, 1998 should be expensed.
The Company realized an increase in expense of $1.1 million in 1998 due to the
adoption of this standard.
Deferred Charges
Unamortized debt and lease costs are amortized primarily on a straight-line
basis over the terms of the debt and over the lives of leases, respectively.
Marketable Debt Securities
The Company's investment in marketable securities is classified as "available
for sale." The securities are carried at market with any unrealized gains or
losses included as a component of shareholders' equity. Premiums and discounts
are amortized (accreted) to operations over the estimated remaining lives of the
securities using the constant yield method.
<PAGE>
Use of Estimates
The preparation of financial statements requires management to make use of
estimates and assumptions that affect amounts reported in the financial
statements as well as certain disclosures. Actual results could differ from
those estimates.
Per Share Data
Net income per common share - basic is computed using net income available to
common shareholders and the weighted average shares outstanding. Net income per
common share - diluted includes the effect of potentially dilutive securities
for the periods indicated, as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1998 1997 1996
------- ------- -------
Numerator:
Net income available to common shareholders - basic . $54,484 $54,966 $53,938
Income attributable to operating partnership units. . 37
------- ------- -------
Net income available to common shareholders - diluted $54,521 $54,966 $53,938
======= ======= =======
Denominator:
Weighted average shares outstanding - basic . . . . . 26,667 26,638 26,555
Effect of dilutive securities:
Share options and awards. . . . . . . . . . . . . . 132 132 43
Operating partnership units . . . . . . . . . . . . 70 1
------- ------- -------
Weighted average shares outstanding - diluted . . . . 26,869 26,771 26,598
======= ======= =======
</TABLE>
Options to purchase 13,200, 800 and 25,000 shares in 1998, 1997 and 1996,
respectively, were not included in the calculation of net income per common
share - diluted as the exercise prices were greater than the average market
price for the year.
Statements of Cash Flows
The Company considers all highly liquid investments with original maturities of
three months or less as cash equivalents. The Company issued .1 million common
shares of beneficial interest in 1997 and 1996 valued at $.2 million and $1.0
million in 1997 and 1996, respectively, in connection with purchases of
property. The Company assumed debt and/or capital lease obligations totaling
$6.7 million, $17.3 million and $6.6 million in connection with purchases of
property during 1998, 1997 and 1996, respectively. The Company issued limited
partnership interests in exchange for property valued at $4.0 million and $1.7
million in 1998 and 1997, respectively.
New Accounting Pronouncement
The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" in 1998. The Company's net income differs from
comprehensive income by less than $50,000 in each year presented.
Reclassifications
Certain reclassifications of prior years' amounts have been made to conform with
the current year presentation.
<PAGE>
NOTE 2. DEBT
The Company's debt consists of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1998 1997
-------- --------
<S> <C> <C>
Fixed-rate debt payable to 2015 at 6.0% to 10.5% . . . . $404,061 $379,749
Variable-rate unsecured notes payable to 2000. . . . . . 82,000
Notes payable under revolving credit agreements. . . . . 10,250 94,400
Obligations under capital leases . . . . . . . . . . . . 12,467 12,467
Repurchase agreements. . . . . . . . . . . . . . . . . . 12,176
Industrial revenue bonds payable to 2015 at 3.6% to 5.8% 6,262 7,437
Other. . . . . . . . . . . . . . . . . . . . . . . . . . 1,326 1,137
-------- --------
Total. . . . . . . . . . . . . . . . . . . . . . . $516,366 $507,366
======== ========
</TABLE>
The Company has an unsecured $200 million revolving credit agreement with a bank
syndicate. The agreement expires in November 2000, but the Company has an
annual option to request a one-year extension of the agreement. All members of
the bank syndicate must agree to the requested extension or the agreement
expires on the scheduled date, at which time all loans outstanding under the
credit agreement become payable over a two-year period. The Company also has an
agreement for an unsecured and uncommitted overnight credit facility totaling
$20 million with a bank to be used for cash management purposes. The Company
will maintain adequate funds available under the $200 million revolving credit
facility at all times to cover the outstanding balance under the $20 million
facility. The Company also has letters of credit totaling $15.1 million
outstanding under the $200 million revolving credit facility at December 31,
1998. The revolving credit agreements are subject to normal banking terms and
conditions and do not adversely restrict the Company's operations or liquidity.
At December 31, 1998, the variable interest rate for notes payable under the $20
million revolving credit agreement was 5.2%. During 1998, the maximum balance
and weighted average balance outstanding under both credit facilities were
$122.7 million and $65.8 million, respectively, at an average interest rate of
6.3%. The Company made cash payments for interest on debt, net of amounts
capitalized, of $32.6 million in 1998, $27.4 million in 1997 and $21.3 million
in 1996.
Certain debt is collateralized by various leases or other property and current
and future rentals from these leases and properties. At December 31, 1998 and
1997, the carrying value of such property aggregated $177 million and $209
million, respectively.
The Company has three interest rate swap contracts with an aggregate notional
amount of $40 million. Such contracts, which expire through 2004, have been
outstanding since their purchase in 1992. The Company intends to hold such
contracts through their expiration date and to use them as a means of managing
interest rate risk by fixing the interest rate on a portion of the Company's
variable-rate debt. The interest rate swaps have an effective interest rate of
8.1%. The difference between the interest received and paid on the interest
rate swaps is recognized as interest expense as incurred. The interest rate
swaps increased interest expense and decreased net income by $.9 million in
1998, 1997 and 1996. The interest rate swaps increased the average interest
rate for the Company's debt by the following amounts: .2% for 1998 and 1997, and
.3% for 1996. The Company could be exposed to credit losses in the event of
non-performance by the counterparty; however, the likelihood of such
non-performance is remote.
<PAGE>
During 1998, the Company entered into and settled three forward treasury lock
agreements with an aggregate notional amount of $85 million as a hedge against
potential changes in interest rates of prospective issues of fixed-rate debt.
Amounts paid or received upon settlement of these contracts are deferred and
amortized as an adjustment to interest expense over the life of the fixed-rate
debt. During 1998, the Company completed $54.5 million of the prospective
transactions through the sale of fixed-rate, unsecured Medium Term Notes
("MTNs") with an average life of seven years and an average interest rate of
6.3%. At year-end, the Company had a deferred loss of $1.9 million which will
be amortized over the life of the next $30.5 million of fixed-rate debt issues.
The Company also issued $82 million of two-year, variable-rate MTNs during the
year. Interest on these MTNs accrues at a rate of LIBOR plus .17%, which
averaged 5.9% during 1998. The $82 million of MTNs were retired in February of
1999 with the proceeds from the Series C preferred share offering.
The Company's debt can be summarized as follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1998 1997
-------- --------
<S> <C> <C>
As to interest rate:
Fixed-rate debt (including amounts
fixed through interest rate swaps). . $444,060 $419,792
Variable-rate debt. . . . . . . . . . . 72,306 87,574
-------- --------
Total . . . . . . . . . . . . . . $516,366 $507,366
======== ========
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
As to collateralization:
Unsecured debt. . . . . . . . . . . . . $440,433 $400,214
Secured debt. . . . . . . . . . . . . 75,933 107,152
-------- --------
Total . . . . . . . . . . . . . . $516,366 $507,366
======== ========
</TABLE>
Scheduled principal payments on the Company's debt (excluding $10.3 million
potentially due under the Company's revolving credit agreements in 1999 and 2002
and $82 million of variable-rate MTNs retired in February of 1999) are due
during the following years (in thousands):
<TABLE>
<CAPTION>
<S> <C>
1999. . . . . . . . . . . . . $ 6,196
2000. . . . . . . . . . . . . 28,499
2001. . . . . . . . . . . . . 30,851
2002. . . . . . . . . . . . . 30,729
2003. . . . . . . . . . . . . 27,759
2004 through 2008 . . . . . . 249,380
2009 through 2013 . . . . . . 45,077
Thereafter. . . . . . . . . . 5,750
</TABLE>
Various debt agreements contain restrictive covenants, the most restrictive of
which requires the Company to produce annual consolidated distributable cash
flow, as defined by the agreements, of not less than 250% of interest payments,
to limit the payment of dividends to no more than 100% of the Company's annual
consolidated cash flow (as defined), to limit short-term debt (as defined) to
the greater of 33% of total debt or $200 million and to maintain
uncollateralized assets equal to at least 150% of unsecured debt. Management
believes that the Company is in compliance with all restrictive covenants.
<PAGE>
In the second quarter of 1998, the Company filed a $400 million shelf
registration statement with the Securities and Exchange Commission, which allows
for the issuance of debt or equity securities or warrants. Following the
Company's issuance of $115 million of Series C preferred shares in January of
1999, the unused portion of the shelf registration totaled $106 million.
NOTE 3. PROPERTY
The Company's property consists of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
---------- ----------
<S> <C> <C>
Land . . . . . . . . . . . . . . . $ 236,221 $ 208,512
Land held for development. . . . . 30,156 31,679
Land under development . . . . . . 13,024 5,958
Buildings and improvements . . . . 1,009,166 870,669
Construction in-progress . . . . . 6,065 1,940
---------- ----------
Total. . . . . . . . . . . . $1,294,632 $1,118,758
========== ==========
</TABLE>
The following carrying charges were capitalized (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1998 1997 1996
------ ----- ------
<S> <C> <C> <C>
Interest . . . . $1,375 $ 812 $1,285
Ad valorem taxes 50 33 269
------ ----- ------
Total. . . $1,425 $ 845 $1,554
====== ===== ======
</TABLE>
In 1998 and 1997, the Company formed limited partnerships to acquire certain
property. The Company controls the partnerships and consolidates their
operations in the accompanying consolidated financial statements. The
partnership agreements allow for the outside limited partners to put their
interests to the partnership after the second anniversary of the agreement for
the original consideration of $4.0 million and $1.7 million in 1998 and 1997,
respectively, payable in cash or common shares of the Company, at the option of
the Company.
NOTE 4. RELATED PARTY TRANSACTIONS
The Company has mortgage bonds and notes receivable of $13.4 million and $14.8
million, net of deferred gain of $4.5 million, at December 31, 1998 and 1997,
respectively, from WRI Holdings, Inc. ("Holdings"). The Company and Holdings
share certain directors and are under common management. These receivables are
collateralized by unimproved land and an investment in a joint venture which
owns and manages a motor hotel. The bonds and notes bear interest at rates of
16% and prime plus 1%, respectively. However, due to Holdings' poor financial
condition, the Company has limited the recognition of interest income for
financial statement purposes to the amount of cash payments received. The
Company did not receive any interest payments in 1998 and does not anticipate
receiving such payments going forward. Interest income recognized for financial
reporting purposes was $.1 million and $.3 million in 1997 and 1996,
respectively.
During the second quarter of 1998, the Company purchased 13.7 acres of
undeveloped land from Holdings to be used for the development of a luxury
apartment complex in Conroe, Texas. The purchase price was $2.2 million and was
based upon an independent third party appraisal. Holdings used the proceeds to
pay down amounts outstanding under mortgage bonds and notes receivable.
The Company's unrecorded receivable for interest on the mortgage bonds and notes
receivable was $30.5 million and $26.4 million at December 31, 1998 and 1997,
respectively. Interest income not recognized by the Company for financial
reporting purposes aggregated, in millions, $4.2, $4.0 and $3.7 for 1998, 1997
and 1996, respectively.
Management of the Company believes that the fair market value of the security
collateralizing debt from Holdings is greater than the net investment in such
debt and that there would not be a charge to operations if the Company were to
foreclose on the debt. If foreclosure were required, the net investment in
such debt would become the Company's basis of the repossessed assets. However,
the Company does not currently anticipate foreclosure on Holdings' properties
due to certain restrictions imposed on such assets in connection with the
Company's REIT status. The Company's management does not presently believe that
the net investment in the mortgage bonds and notes receivable from Holdings has
been impaired.
The Company owns interests in several joint ventures and partnerships. Notes
receivable from these entities bear interest at 7.3% to 9.3% at December 31,
1998 and are due at various dates through 2020. The Company recognized interest
income on these notes as follows, in millions: $1.5 in 1998; $1.4 in 1997 and
$1.3 in 1996.
During 1997, the Company purchased its joint venture partner's 85% interest in
four shopping centers for $26 million.
Chase Bank of Texas, National Association ("Chase") is a significant participant
in and the agent for the banks that provide the Company's $200 million revolving
credit agreement. The Company and Chase have a common director.
NOTE 5. FEDERAL INCOME TAX CONSIDERATIONS
Federal income taxes are not provided because the Company believes it qualifies
as a REIT under the provisions of the Internal Revenue Code. Shareholders of
the Company include their proportionate taxable income in their individual tax
returns. As a REIT, the Company must distribute at least 95% of its ordinary
taxable income to its shareholders and meet certain income source and investment
restriction requirements.
Taxable income differs from net income for financial reporting purposes
principally because of differences in the timing of recognition of interest, ad
valorem taxes, depreciation, rental revenue, pension expense and installment
gains on sales of property. As a result of these differences, the book value of
the Company's net assets exceeds the tax basis by $97.3 million at December 31,
1998.
For federal income tax purposes, the cash dividends distributed to common
shareholders are characterized as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Ordinary income . . . . . . . . . . . . . 97.0% 95.9% 87.1%
Return of capital (generally non-taxable) 2.1 2.9 4.0
Capital gain distributions. . . . . . . . .9 1.2 8.9
------ ------ ------
Total . . . . . . . . . . . . . . 100.0% 100.0% 100.0%
====== ====== ======
</TABLE>
NOTE 6. LEASING OPERATIONS
The Company's lease terms range from less than one year for smaller tenant
spaces to over twenty-five years for larger tenant spaces. In addition to
minimum lease payments, most of the leases provide for contingent rentals
(payments for taxes, maintenance and insurance by lessees and for an amount
based on a percentage of the tenants' sales). Future minimum rental income from
non-cancelable tenant leases at December 31, 1998, in millions, is: $153.9 in
1999; $134.0 in 2000; $114.9 in 2001; $95.8 in 2002; $80.6 in 2003 and $555.8
thereafter. The future minimum rental amounts do not include estimates for
contingent rentals. Such contingent rentals, in millions, aggregated $40.9 in
1998, $36.8 in 1997 and $31.9 in 1996.
<PAGE>
NOTE 7. COMMITMENTS AND CONTINGENCIES
The Company leases land and three shopping centers from the owners and then
subleases these properties to other parties. Future minimum rental payments
under these operating leases, in millions, are: $1.6 in 1999; $1.5 in 2000 and
2001; $1.3 in 2002; $1.1 in 2003 and $38.5 thereafter. Future minimum rental
payments on these leases have not been reduced by future minimum sublease
rentals aggregating $18.0 million through 2036 that are due under various
non-cancelable subleases. Rental expense (including insignificant amounts for
contingent rentals) for operating leases aggregated, in millions: $2.6 in 1998
and $2.0 in 1997 and $1.8 in 1996. Sublease rental revenue (excluding amounts
for improvements constructed by the Company on the leased land) from these
leased properties was as follows, in millions: $2.9 in 1998; $2.4 in 1997 and
$2.0 in 1996.
Property under capital leases, consisting of two shopping centers, aggregated
$12.3 million at December 31, 1998 and 1997 and is included in buildings and
improvements. Future minimum lease payments under these capital leases total
$18.1 million, with annual payments due of $.5 million in each of 1999 through
2003, and $15.5 million thereafter. The amount of these total payments
representing interest is $5.7 million. Accordingly, the present value of the
net minimum lease payments is $12.4 million at December 31, 1998.
The Company is involved in various matters of litigation arising in the normal
course of business. While the Company is unable to predict with certainty the
amounts involved, the Company's management and counsel are of the opinion that,
when such litigation is resolved, the Company's resulting liability, if any,
will not have a material effect on the Company's consolidated financial
statements.
NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of the Company's financial instruments was determined using
available market information and appropriate valuation methodologies as of
December 31, 1998. Unless otherwise described below, all other financial
instruments are carried at amounts which approximate their fair values.
Based on rates currently available to the Company for debt with similar terms
and average maturities, fixed-rate debt with carrying values of $444.1 million
and $419.8 million have fair values of approximately $443.9 million and $437.9
million at December 31, 1998 and 1997, respectively. The fair value of the
Company's variable-rate debt approximates its carrying values of $72.3 million
and $87.6 million at year-end 1998 and 1997, respectively.
The fair value of the interest rate swap agreements is based on the estimated
amounts the Company would receive or pay to terminate the contracts. If the
Company had terminated these agreements at December 31, 1998 and 1997, the
Company would have paid $3.8 million and $3.1 million at each year-end,
respectively.
The fair value of the mortgage bonds and notes receivable from Holdings was not
determined because it is not practical to reasonably assess the credit
adjustment that would be applied in the marketplace for such bonds and notes
receivable.
NOTE 9. SHARE OPTIONS AND AWARDS
The Company has an incentive share option plan which provides for the issuance
of options and share awards up to a maximum of 700,000 common shares that
expired in December 1997. Options granted under this plan become exercisable in
equal increments over a three-year period. The Company has an additional share
option plan which grants 100 share options to every employee of the Company,
excluding officers, upon completion of each five-year interval of service. This
plan, which expires in 2002, provides options for a maximum of 100,000 common
shares. Options granted under this plan are exercisable immediately. For both
of these share option plans, options are granted to employees of the Company at
an exercise price equal to the quoted fair market value of the common shares on
the date the options are granted and expire upon termination of employment or
ten years from the date of grant.
<PAGE>
In 1998, the Company granted 13,000 share options under a compensatory incentive
share plan. This plan, which expires in 2002, provides for the issuance of up
to 1,000,000 shares, either in the form of restricted shares or share options.
The restricted shares generally vest over a ten-year period, with potential
acceleration of vesting due to appreciation in the market value of the Company's
shares. The share options vest over a five-year period beginning three years
after the date of grant. Share options were granted at the quoted fair market
value on the date of grant. The Company recognized compensation expense
relating to restricted shares as follows, in millions: $.3 in 1998 and 1997,
and $.2 in 1996.
The Company does not recognize compensation cost for share options when the
option exercise price equals or exceeds the quoted fair market value on the date
of the grant. Had the Company determined compensation cost for its share
option and award plans based on the fair value of the options granted at the
grant dates, the Company's proforma net income available to common shareholders
would have been as follows, in millions: $53.8, $54.3 and $53.9 in 1998, 1997
and 1996, respectively. Proforma net income per common share-basic would have
been $2.02, $2.04 and $2.03 in 1998, 1997 and 1996, respectively.
The fair value of each option grant was estimated on the date of grant using the
Black-Scholes option-pricing method with the following weighted-average
assumptions in 1998, 1997 and 1996, respectively: dividend yield of 6.5%, 6.0%
and 6.0%; expected volatility of 18.1%, 18.0% and 18.3%; expected lives of 6.9,
6.9 and 7.1 and risk-free interest rates of 4.8%, 6.5% and 6.4%.
Following is a summary of the option activity for the three years ended December
31, 1998:
<TABLE>
<CAPTION>
SHARES WEIGHTED
UNDER AVERAGE
OPTION EXERCISE PRICE
---------- ---------------
<S> <C> <C>
Outstanding, January 1, 1996 . 708,650 $ 35.25
Granted. . . . . . . . . . . . 24,260 38.10
Canceled . . . . . . . . . . . (34,300) 37.00
Exercised. . . . . . . . . . . (10,875) 27.00
----------
Outstanding, December 31, 1996 687,735 35.40
Granted. . . . . . . . . . . . 558,600 40.25
Canceled . . . . . . . . . . . (9,400) 37.60
Exercised. . . . . . . . . . . (61,910) 32.00
----------
Outstanding, December 31, 1997 1,175,025 37.85
Granted. . . . . . . . . . . . 14,900 42.99
Canceled . . . . . . . . . . . (7,802) 40.14
Exercised. . . . . . . . . . . (29,344) 34.01
----------
Outstanding, December 31, 1998 1,152,779 $ 37.99
==========
</TABLE>
The number of share options exercisable at December 31, 1998, 1997 and 1996 was
432,000, 296,000 and 243,000, respectively. Options exercisable at year-end
1998 had a weighted average exercise price of $35.91. The weighted average fair
value of share options granted during 1998, 1997 and 1996 was $4.05, $5.35 and
$5.10, respectively. Share options outstanding at December 31, 1998 had
exercise prices ranging from $25.00 to $45.81 and a weighted average remaining
contractual life of 6.6 years. Approximately 88% of the options outstanding at
year-end 1998 have exercise prices between $37.00 and $40.25 and a weighted
average contractual life of 7.0 years. There were 277,000 common shares
available for the future grant of options or awards at December 31, 1998.
NOTE 10. EMPLOYEE BENEFIT PLANS
The Company has a Savings and Investment Plan to which eligible employees may
elect to contribute from 1% to 12% of their salaries. Employee contributions
are matched by the Company at the rate of $.50 per $1.00 for the first 6% of the
employee's salary. The employees vest in the employer contributions ratably
over a six-year period. Compensation expense related to the plan was $.3
million in 1998 and $.2 million in 1997 and 1996.
<PAGE>
The Company has a defined benefit pension plan covering substantially all of its
employees. The benefits are based on years of service and the employee's
compensation during the last five years of service. The Company's funding policy
is to make annual contributions as required by applicable regulations, however,
the Company has not been required to make contributions for any of the
past three years. Reconciliations of the benefit obligation, plan assets at
fair value and the funded status of the plan are as follows (in thousands):
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Benefit obligation at beginning of year . . . . . $ 9,318 $ 7,943
Service cost. . . . . . . . . . . . . . . . . . . 457 430
Interest cost . . . . . . . . . . . . . . . . . . 663 587
Actuarial loss. . . . . . . . . . . . . . . . . . 245 527
Benefit payments. . . . . . . . . . . . . . . . . (198) (169)
-------- --------
Benefit obligation at end of year . . . . . . . . $10,485 $ 9,318
======== ========
Fair value of plan assets at beginning of year. . $10,348 $ 8,599
Actual return on plan assets. . . . . . . . . . . 526 1,918
Benefit payments. . . . . . . . . . . . . . . . . (198) (169)
-------- --------
Fair value of plan assets at end of year. . . . . $10,676 $10,348
======== ========
Plan assets at fair value less benefit obligation $ 191 $ 1,030
Unrecognized prior service cost . . . . . . . . . 8 55
Unrecognized gain . . . . . . . . . . . . . . . . (1,681) (2,447)
-------- --------
Pension liability . . . . . . . . . . . . . . . . $(1,482) $(1,362)
======== ========
</TABLE>
<TABLE>
<CAPTION>
The components of net periodic pension cost are as follows (in thousands):
------ ------ ------
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Service cost . . . . . . . . . . . . . . . . . . . $ 457 $ 430 $ 361
Interest cost. . . . . . . . . . . . . . . . . . . 663 587 506
Expected return on plan assets . . . . . . . . . . (923) (703) (539)
Amortization of transition asset . . . . . . . . . (54) (72)
Prior service cost . . . . . . . . . . . . . . . . 47 47 47
Recognized gains . . . . . . . . . . . . . . . . . (124) (44) (43)
------ ------ ------
Total. . . . . . . . . . . . . . . . . . . . $ 120 $ 263 $ 260
====== ====== ======
</TABLE>
Assumptions used to develop periodic expense and the actuarial present
value of the benefit obligations were:
<TABLE>
<CAPTION>
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Weighted average discount rate . . . . . . . . . 6.7% 7.0% 7.0%
Expected long-term rate of return on plan assets 9.0% 9.0% 8.0%
Rate of increase in compensation levels. . . . . 5.0% 5.0% 5.0%
</TABLE>
The Company also has a non-qualified supplemental retirement plan for officers
of the Company which provides for benefits in excess of the statutory limits of
its defined benefit pension plan. The obligation is funded in a grantor trust
with common shares of the Company. The Company recognized expense as follows,
in millions: $.3 in 1998, 1997 and 1996.
NOTE 11. PREFERRED SHARES
In February, the Company issued $75 million of 7.44% Series A cumulative
redeemable preferred shares with a liquidation preference of $25 per share. The
shares are callable at the Company's option any time after March 31, 2003 and
have no stated maturity. In October, the Company issued $90 million of 7.125%
Series B cumulative redeemable preferred shares with a liquidation preference of
$25 per share and no stated maturity. The Company can elect to redeem the
shares anytime after October 20, 2003. The Series B shares are redeemable by
the holder only upon their death and are also redeemable in either cash or
common shares at the Company's option. There are limitations on the number of
shares per shareholder and in the aggregate that may be redeemed per year.
In January of 1999, the Company issued $115 million of 7.0% Series C cumulative
redeemable preferred shares with a liquidation preference of $50 per share and
no stated maturity. The Company can elect to redeem these shares anytime after
March 15, 2004. The redemption rights of the shareholders and the related
restrictions are effectively the same as for the Series B preferred shares.
The proceeds of these offerings were used to pay down amounts outstanding under
the Company's revolving credit facilities, to fund acquisition and new
development activity, to retire $35 million of 9.11% secured notes payable and
to retire $82 million of variable-rate MTN's due in 2000. Any redemption of
preferred shares initiated by the Company must be funded with proceeds from an
offering of additional common or preferred shares.
NOTE 12. MARKETABLE SECURITIES
The Company's investment in marketable debt securities at December 31, 1998
consists of short-term commercial paper that matured January 4, 1999. The
proceeds were used to pay down amounts outstanding under the Company's $20
million credit facility.
The Company's investment in marketable debt securities at December 31, 1997
consisted of U.S. government agency guaranteed pass-through certificates. At
December 31, 1997, the fair value of the investments totaled $12.3 million. The
amortized cost of the investments at December 31, 1997 was $12.4 million, and
the related unrealized loss was $.1 million, respectively. In January 1998, the
Company sold its investment in these securities for $12.2 million, resulting in
a gain of less than $.1 million.
NOTE 13. SEGMENT INFORMATION
The Company has adopted Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" that
requires disclosure of financial and descriptive information about the Company's
reportable operating segments. The operating segments presented are the
segments of the Company for which separate financial information is available
and operating performance is evaluated regularly by senior management in
deciding how to allocate resources and in assessing performance. The Company
evaluates the performance of its operating segments based on net operating
income that is defined as total revenues less operating expenses and ad valorem
taxes.
The shopping center segment is engaged in the acquisition, development and
management of real estate, primarily anchored neighborhood and community
shopping centers located in Texas, Louisiana, Arizona, Nevada, New Mexico,
Oklahoma, Arkansas, Kansas, Colorado, Missouri, Illinois, Maine and Tennessee.
The customer base includes supermarkets, drugstores and other retailers who
generally sell basic necessity-type commodities. The industrial segment is
engaged in the acquisition, development and management of bulk warehouses and
office/service centers. Its properties are located in Texas, Nevada and
Tennessee, and the customer base is diverse. Included in "Other" are
corporate-related items, insignificant operations and costs that are not
allocated to the reportable segments.
<PAGE>
Information concerning the Company's reportable segments is as follows (in
thousands):
<TABLE>
<CAPTION>
SHOPPING
CENTER INDUSTRIAL OTHER TOTAL
--------- ----------- ------- ----------
<S> <C> <C> <C> <C>
1998:
Revenues . . . . . . $ 176,269 $ 18,574 $ 3,624 $ 198,467
Net operating income 125,949 13,342 4,327 143,618
Total assets . . . . 898,805 133,379 74,859 1,107,043
Capital expenditures 117,190 54,790 7,607 179,587
1997:
Revenues . . . . . . $ 154,979 $ 14,912 $ 4,621 $ 174,512
Net operating income 109,776 10,855 4,640 125,271
Total assets . . . . 816,852 88,091 41,850 946,793
Capital expenditures 138,365 16,908 2,985 158,258
1996:
Revenues . . . . . . $ 135,375 $ 11,294 $ 4,454 $ 151,123
Net operating income 96,527 8,078 4,623 109,228
Total assets . . . . 707,133 73,025 50,939 831,097
Capital expenditures 113,626 17,017 1,466 132,109
</TABLE>
Net operating income reconciles to income from operations as shown
on the Statements of Consolidated Income as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C> <C> <C>
----------------------------
1998 1997 1996
-------- -------- --------
Total segment net operating income. . $143,618 $125,271 $109,228
Less:
Depreciation and amortization. . . 41,946 37,976 33,769
Interest . . . . . . . . . . . . . 33,654 30,009 21,975
General and administrative . . . . 7,146 5,647 5,109
-------- -------- --------
Income from operations . . . . . . . . $ 60,872 $ 51,639 $ 48,375
======== ======== ========
</TABLE>
Equity in earnings of real estate joint ventures and partnerships as shown on
the Statements of Consolidated Income are included in net operating income of
the shopping center segment, with the exception of $.2 million included in
"Other" in 1996. The corresponding investment balances relate exclusively to
the shopping center segment.
NOTE 14. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
During the year ended December 31, 1998, the Company acquired eight retail
centers and fifteen industrial projects for a total of $128 million. The pro
forma financial information for the years ended December 31, 1998 and 1997 is
based on the historical statements of the Company after giving effect to the
acquisitions as if such acquisitions took place on January 1, 1998 and 1997,
respectively.
<PAGE>
The pro forma financial information shown below is presented for informational
purposes only and may not be indicative of results that would have actually
occurred if the acquisitions had been in effect at the dates indicated, nor does
it purport to be indicative of the results that may be achieved in the future
(in thousands, except per share amounts).
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1998 1997
-------- --------
<S> <C> <C>
Pro forma revenues. . . . . . . . . . . . . . . . . . $208,869 $192,903
======== ========
Pro forma net income available to common shareholders $ 56,518 $ 57,915
======== ========
Pro forma net income per common share - basic . . . . $ 2.12 $ 2.17
======== ========
Pro forma net income per common share - diluted . . . $ 2.10 $ 2.16
======== ========
</TABLE>
NOTE 15. QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized quarterly financial data for the years ended December 31, 1998 and
1997 is as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FIRST SECOND THIRD FOURTH
------- ------- ------- -------
1998:
Revenues. . . . . . . . . . . . . . . . . . $46,962 $48,808 $49,955 $52,742
Net income available to common shareholders 12,329 13,682 14,304 14,169
Net income per common share - basic . . . . 0.46 0.51 0.54 0.53
Net income per common share - diluted . . . 0.46 0.51 0.53 0.53
1997:
Revenues. . . . . . . . . . . . . . . . . . $41,673 $42,843 $44,000 $45,996
Net income available to common shareholders 12,776 12,755 16,177 (1) 13,258
Net income per common share - basic . . . . 0.48 0.48 0.61 (1) 0.50
Net income per common share - diluted . . . 0.48 0.48 0.60 (1) 0.50
<FN>
(1) Increase is primarily the result of a gain on the sale of property
during the quarter.
</TABLE>
NOTE 16. PRICE RANGE OF COMMON SHARES (UNAUDITED)
The high and low sale prices per share of the Company's common shares, as
reported on the New York Stock Exchange composite tape, and dividends per share
paid for the fiscal quarters indicated were as follows:
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
---------- ---------- ---------
<S> <C> <C> <C>
1998:
Fourth . . . . $ 46 7/8 $ 39 3/4 $ 0.67
Third. . . . . 43 35 15/16 0.67
Second . . . . 44 15/16 40 5/8 0.67
First. . . . . 45 5/8 43 7/8 0.67
1997:
Fourth . . . . $ 45 $ 38 7/8 $ 0.64
Third. . . . . 44 1/8 39 7/16 0.64
Second . . . . 45 5/8 41 3/8 0.64
First. . . . . 44 3/4 40 0.64
</TABLE>
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
<PAGE>
PART III
ITEM 10. TRUST MANAGERS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Information with respect to the Company's Trust Managers is
incorporated herein by reference to the "Election of Trust Managers" section of
the Company's definitive Proxy Statement for the Annual Meeting of Shareholders
to be held April 28, 1999.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to the "Executive Compensation" and
"Pension Plan" sections of the Company's definitive Proxy Statement for the
Annual Meeting of Shareholders to be held April 28, 1999.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference to the "Election of Trust Managers"
section of the Company's definitive Proxy Statement for the Annual Meeting of
Shareholders to be held April 28, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to the "Compensation Committee Interlocks
and Insider Participation" section of the Company's definitive Proxy Statement
for the Annual Meeting of Shareholders to be held April 28, 1999.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements and Financial Statement Schedules: PAGE
----
(1) (A) Independent Auditors' Report. . . . . . . . . . . . . 22
(B) Financial Statements
(i) Statements of Consolidated Income for the years
ended December 31, 1998, 1997 and 1996. . . . . 23
(ii) Consolidated Balance Sheets as of December 31,
1998 and 1997 . . . . . . . . . . . . . . . . . 24
(iii) Statements of Consolidated Cash Flows for the years
ended December 31, 1998, 1997 and 1996. . . . . 25
(iv) Statements of Consolidated Shareholders' Equity for
the years ended December 31, 1998, 1997 and 1996 26
(v) Notes to Consolidated Financial Statements . . 27
(2) Financial Statement Schedules:
SCHEDULE PAGE
-------- ----
II Valuation and Qualifying Accounts. . . . . . . . 46
III Real Estate and Accumulated Depreciation. . . . 47
IV Mortgage Loans on Real Estate . . . . . . . . . 49
All other schedules are omitted since the required information is not present or
is not present in amounts sufficient to require submission of the schedule or
because the information required is included in the consolidated financial
statements and notes hereto.
(b) No reports on Form 8-K were filed during the last quarter of the
period covered by this annual report.
(c) Exhibits:
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
3.1 ---- Restated Declaration of Trust (filed as Exhibit 3.1 to the Company's Registration Statement on
Form S-3 (No. 33-49206) and incorporated herein by reference).
3.2 ---- Amendment of the Restated Declaration of Trust (filed as Exhibit 3.2 to the Company's
Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by
reference).
3.3 ---- Second Amendment of the Restated Declaration of Trust (filed as Exhibit 3.3 to the Company's
Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by
reference).
3.4 ---- Third Amendment of the Restated Declaration of Trust (filed as Exhibit 3.4 to the Company's
Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by
reference).
3.5 ---- Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-3 (No. 33-49206) and incorporated herein by reference).
4.1 ---- 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc., dated December 28, 1984, payable to the
Company in the original principal amount of $16,682,000 (filed as Exhibit 10.10 to the Company's
Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference).
4.2 ---- 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. dated December 28, 1984, payable to the
Company in the original principal amount of $3,150,000 (filed as Exhibit 10.8 to the Company's
Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference).
4.2.1* ---- Fifth Bonds Renewal and Extension Agreement, effective December 28, 1998, for the 16%
Mortgage Bonds of WRI Holdings, Inc., payable to the Company in the original principal amount
of $3,150,000.
4.3 ---- Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Chase Bank of
Texas, National Association (formerly, Texas Commerce Bank National Association), as Trustee,
relating to the 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. in the original principal
amount of $3,150,000 (filed as Exhibit 10.9 to the Company's Registration Statement on
Form S-4 (No. 33-19730) and incorporated herein by reference).
4.3.1 ---- Supplemental Indenture of Trust, dated February 22, 1995, between WRI Holdings, Inc. and
Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National
Association) relating to the 16% Mortgage Bonds due December 28, 1994 of WRI Holdings, Inc.
in the original principal amount of $3,150,000 (filed as exhibit 10.4.1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by
reference).
4.4* ---- Fifth Supplemental Indenture of Trust between WRI Holdings, Inc. and Chase Bank of Texas,
National Association (formerly, Texas Commerce Trust Company of New York), as Trustee,
amending Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Chase
Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as
Trustee, relating to the 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. in the original
principal amount of $3,150,000.
4.5 ---- Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Chase Bank of
Texas, National Association (formerly, Texas Commerce Bank National Association), as Trustee,
relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal
amount of $16,682,000 (filed as Exhibit 10.11 to the Company's Registration Statement on Form
S-4 (No. 33-19730) and incorporated herein by reference).
4.5.1 ---- First Supplemental Indenture of Trust between WRI Holdings, Inc. and Chase Bank of Texas,
National Association (formerly, Texas Commerce Trust Company of New York), as Trustee,
amending Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Chase
Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as
Trustee, relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original
principal amount of $16,682,000 (filed as Exhibit 10.7.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1989 and incorporated herein by reference).
4.6 ---- Third Amended Promissory Note, as restated, effective as of January 1, 1992, executed by WRI
Holdings, Inc., pursuant to which it may borrow up to the principal sum of $40,000,000 from the
Company (filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by reference).
<PAGE>
4.7 ---- 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc., dated December 28, 1984, payable to the
Company in the original principal amount of $7,000,000 (filed as Exhibit 10.13 to the Company's
Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference).
4.8 ---- Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Chase Bank of
Texas, National Association (formerly, Texas Commerce Bank National Association), as Trustee,
relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal
amount of $7,000,000 (filed as Exhibit 10.14 to the Company's Registration Statement on
Form S-4 (No. 33-19730) and incorporated herein by reference).
4.8.1 ---- First Supplemental Indenture of Trust between WRI Holdings, Inc. and Chase Bank of Texas,
National Association (formerly, Texas Commerce Trust Company of New York), as Trustee,
amending Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Chase
Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as
Trustee, relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original
principal amount of $7,000,000 (filed as Exhibit 10.10.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1989 and incorporated herein by reference).
4.9 ---- Agreement Correcting Trust Indenture, dated February 11, 1985, relating to 16% Mortgage
Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $7,000,000 (filed as
Exhibit 10.15 to the Company's Registration Statement on Form S-4 (No. 33-19730) and
incorporated herein by reference).
4.10 ---- Amendment to Note Purchase Agreement, dated March 31, 1991, amending loan agreement,
dated August 6, 1987, Life and Accident Insurance Company for $5,000,000, American General
Life Insurance Company of Delaware for $5,000,000, Republic National Life Insurance Company
for $3,000,000 and American Amicable Life Insurance Company of Texas for $2,000,000
(filed as Exhibit 10.15.1 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein by reference).
4.11 ---- Promissory Note in the amount of $12,000,000 between the Company, as payee, and Plaza
Construction, Inc., as maker (filed as Exhibit 10.23 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1991 and incorporated herein by reference).
4.11.1* ---- Tenth Renewal and Extension of Promissory Note in the amount of $12,000,000, effective as of
December 1, 1998, between the Company, as payee, and Plaza Construction, Inc., as maker.
4.12 ---- Amended and Restated Master Swap Agreement dated as of January 29, 1992, between the
Company and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank
National Association) (filed as Exhibit 10.24 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1992 and incorporated herein by reference).
4.12.1 ---- Rate Swap Transaction, dated as of May 15, 1992, between the Company and Chase Bank of
Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as
Exhibit 10.24.1 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein by reference).
4.12.2 ---- Rate Swap Transaction, dated as of June 24, 1992, between the Company and Chase Bank of
Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as
Exhibit 10.24.2 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein by reference).
4.12.3 ---- Rate Swap Transaction, dated as of July 2, 1992, between the Company and Chase Bank of
Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as
Exhibit 10.24.3 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein by reference).
4.13 ---- Amended and Restated Credit Agreement dated as of November 21, 1996 between the
Company and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank
National Association), as Agent, and individually as a Bank, and the Banks defined therein
(filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference).
4.13.1 ---- First, Second and Third Amendments to the Amended and Restated Credit Agreement dated
November 21, 1996 between the Company and Chase Bank of Texas, National Association
(formerly, Texas Commerce Bank National Association) (filed as Exhibit 10.17.1 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference).
<PAGE>
4.14 ---- Note Purchase Agreement, dated April 1, 1994, between The Variable Annuity Life Insurance
Company, American General Life Insurance Company and the Company in the amount of
30,000,000 (filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated herein by reference).
4.15* ---- Master Promissory Note in the amount of $20,000,000 between the Company, as payee, and
Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National
Association), as maker, effective December 30, 1998.
4.16 ---- Distribution Agreement among the Company and the Agents dated November 15, 1996 relating
to the Medium Term Notes (filed as Exhibit 1.1 to the Company's Current Report of Form 8-K
dated November 15, 1996 and incorporated herein by reference).
4.17 ---- Senior Indenture dated as of May 1, 1995 between the Company and Chase Bank of Texas,
National Association (formerly, Texas Commerce Bank National Association), as trustee (filed
as Exhibit 4(a) to the Company's Registration Statement on Form S-3 (No. 33-57659) and
incorporated herein by reference).
4.18 ---- Subordinated Indenture dated as of May 1, 1995 between the Company and Chase Bank of
Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as
Exhibit 4(b) to the Company's Registration Statement on Form S-3 (No. 33-57659) and
incorporated herein by reference).
4.19* ---- Form of Fixed Rate Senior Medium Term Note.
4.20* ---- Form of Floating Rate Senior Medium Term Note.
4.21* ---- Form of Fixed Rate Subordinated Medium Term Note.
4.22* ---- Form of Floating Rate Subordinated Medium Term Note.
4.23 ---- Statement of Designation of 7.44% Series A Cumulative Redeemable Preferred Shares (filed as
Exhibit 99 to the Company's Current Report on Form 8-A dated February 18, 1998 and
incorporated herein by reference).
4.24 ---- Statement of Designation of 7.125% Series B Cumulative Redeemable Preferred Shares (filed
as Exhibit 4.2 to the Company's Current Report on Form 8-K dated October 28, 1998 and
incorporated herein by reference).
4.25 ---- Statement of Designation of 7.00% Series C Cumulative Redeemable Preferred Shares (filed as
Exhibit 4.1 to the Company's Registration Statement on Form 8-A dated January 19, 1999 and
incorporated herein by reference).
4.26 ---- 7.44% Series A Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4 to the
Company's Current Report on Form 8-K dated February 23, 1998 and incorporated herein by
reference).
4.27 ---- 7.125% Series B Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K dated October 28, 1998 and incorporated herein by
reference).
4.28 ---- 7.00% Series C Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to the
Company's Registration Statement on Form 8-A dated January 19, 1999 and incorporated
herein by reference).
4.29 ---- Distribution Agreement among the Company and the Agents dated August 10, 1998 relating to
the Medium Term Notes (filed as Exhibit 1.1 to the Company's current report on Form 8-K dated
August 12, 1998 and incorporated herein by reference).
10.1** ---- 1988 Share Option Plan of the Company, as amended (filed as Exhibit 10.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated herein by
reference).
10.2** ---- Weingarten Realty Investors Supplemental Retirement Account Plan, as amended and restated
(filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein by reference).
10.3** ---- The Savings and Investment Plan for Employees of the Company, as amended (filed as Exhibit
4.1 to the Company's Registration Statement on Form S-8 (No. 33-25581) and incorporated
herein by reference).
10.4** ---- The Fifth Amendment to Savings and Investment Plan for Employees of the Company (filed as
Exhibit 4.1.1 to the Company's Post-Effective Amendment No. 1 to Registration Statement on
Form S-8 (No. 33-25581) and incorporated herein by reference).
<PAGE>
10.5** ---- The 1993 Incentive Share Plan of the Company (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-8 (No. 33-52473) and incorporated herein by reference).
12.1* ---- Computation of Fixed Charges Ratios.
21.1* ---- Subsidiaries of the Registrant.
23.1* ---- Consent of Deloitte & Touche LLP.
27.1* ---- Financial Data Schedule.
<FN>
* Filed with this report.
** Management contract or compensatory plan or arrangement.
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WEINGARTEN REALTY INVESTORS
By: Stanford Alexander
--------------------------
Stanford Alexander
Chairman/Chief Executive Officer
Date: March 12, 1999
Pursuant to the requirement of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
<TABLE>
<CAPTION>
<S> <C> <C> <C>
By: Stanford Alexander Chairman and Trust Manager March 12, 1999
------------------------
Stanford Alexander (Chief Executive Officer)
By: Andrew M. Alexander President March 12, 1999
------------------------
Andrew M. Alexander and Trust Manager
By: Robert J. Cruikshank Trust Manager March 12, 1999
------------------------
Robert J. Cruikshank
By: Martin Debrovner Vice Chairman March 12, 1999
------------------------
Martin Debrovner and Trust Manager
By: Melvin Dow Trust Manager March 12, 1999
------------------------
Melvin Dow
By: Stephen A. Lasher Trust Manager March 12, 1999
------------------------
Stephen A. Lasher
By: Joseph W. Robertson, Jr. Executive Vice President and March 12, 1999
------------------------
Joseph W. Robertson, Jr. Trust Manager (Chief Financial Officer)
By: Douglas W. Schnitzer Trust Manager March 12, 1999
------------------------
Douglas W. Schnitzer
By: Marc J. Shapiro Trust Manager March 12, 1999
------------------------
Marc J. Shapiro
By: J.T. Trotter Trust Manager March 12, 1999
------------------------
J.T. Trotter
By: Stephen C. Richter Senior Vice President/ March 12, 1999
------------------------
Stephen C. Richter Financial Administration
and Treasurer
(Principal Accounting Officer)
</TABLE>
<PAGE>
SCHEDULE II
<TABLE>
<CAPTION>
WEINGARTEN REALTY INVESTORS
VALUATION AND QUALIFYING ACCOUNTS
DECEMBER 31, 1998, 1997 AND 1996
(AMOUNTS IN THOUSANDS)
CHARGED
BALANCE AT TO COSTS CHARGED BALANCE
BEGINNING AND TO OTHER DEDUCTIONS AT END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS (A) PERIOD
- ----------------------------------- ----------- --------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C>
1998:
Allowance for Doubtful Accounts $ 1,000 $ 683 $ 795 $ 888
1997:
Allowance for Doubtful Accounts $ 1,236 $ 877 $ 1,113 $ 1,000
1996:
Allowance for Doubtful Accounts $ 1,436 $ 1,014 $ 1,214 $ 1,236
</TABLE>
Note A -- Write-offs of accounts receivable previously reserved.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE III
WEINGARTEN REALTY INVESTORS
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
(AMOUNTS IN THOUSANDS)
Total Cost
-------------------------------------
Buildings Projects
and Under Total Accumulated Encumbrances
Land Improvements Development Cost Depreciation (A)
-------- ------------- ------------ ---------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
SHOPPING CENTERS:
Texas . . . . . . . . . . . $156,679 $ 596,365 $ 753,044 $ 206,043 $ 8,800
Other States. . . . . . . . 52,350 257,560 309,910 50,591 24,637
-------- ------------- ------------ ---------- ------------ --------------
Total Shopping Centers. . 209,029 853,925 1,062,954 256,634 33,437
INDUSTRIAL PROPERTIES:
Texas . . . . . . . . . . . 24,908 120,794 145,702 26,748 5,711
Other States. . . . . . . . 1,750 7,002 8,752 44
-------- ------------- ------------ ---------- ------------ --------------
Total Shopping Centers. . 26,658 127,796 154,454 26,792 5,711
OFFICE BUILDING:
Texas . . . . . . . . . . . 534 15,191 15,725 9,964
-------- ------------- ------------ ---------- ------------ --------------
Total Improved
Properties. . . . . . . 236,221 996,912 1,233,133 293,390 39,148
-------- ------------- ------------ ---------- ------------ --------------
LAND UNDER DEVELOPMENT
OR HELD FOR DEVELOPMENT:
Texas . . . . . . . . . . . $ 35,347 35,347
Other States. . . . . . . . 7,833 7,833
-------- ------------- ------------ ---------- ------------ --------------
Total Land Under
Development. . . . . . 43,180 43,180
-------- ------------- ------------ ---------- ------------ --------------
LEASED PROPERTY
(SHOPPING CENTER)
UNDER CAPITAL LEASE:
Other States . . . . . . 12,254 12,254 3,599 5,857
-------- ------------- ------------ ---------- ------------ --------------
CONSTRUCTION IN
PROGRESS:
Texas . . . . . . . . . . . 4,575 4,575
Other States. . . . . . . . 1,490 1,490
-------- ------------- ------------ ---------- ------------ --------------
Total Construction in
Progress . . . . . . . . 6,065 6,065
-------- ------------- ------------ ---------- ------------ --------------
TOTAL OF ALL
PROPERTIES. . . . . . . . $236,221 $ 1,009,166 $ 49,245 $1,294,632 $ 296,989 $ 45,005
======== ============= ============ ========== ============ ==============
</TABLE>
Note A -- Encumbrances do not include $25.6 million outstanding under a $30
million 20-year term loan, payable to a group of insurance companies
secured by a property collateral pool including all or part of
three shopping centers.
<PAGE>
SCHEDULE III
(CONTINUED)
The changes in total cost of the properties for the years ended December
31, 1998, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- ---------
<S> <C> <C> <C>
Balance at beginning of year $1,118,758 $ 970,418 $849,894
Additions at cost. . . . . . 179,587 158,258 132,109
Retirements or sales . . . . (3,713) (9,918) (11,585)
----------- ----------- ---------
Balance at end of year . . . $1,294,632 $1,118,758 $970,418
=========== =========== =========
</TABLE>
The changes in accumulated depreciation for the years ended December 31,
1998, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Balance at beginning of year $262,551 $233,514 $216,657
Additions at cost. . . . . . 35,678 32,226 27,732
Retirements or sales . . . . (1,240) (3,189) (10,875)
--------- --------- ---------
Balance at end of year . . . $296,989 $262,551 $233,514
========= ========= =========
</TABLE>
<PAGE>
<PAGE>
SCHEDULE IV
<TABLE>
<CAPTION>
WEINGARTEN REALTY INVESTORS
MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1998
(AMOUNTS IN THOUSANDS)
FINAL PERIODIC FACE CARRYING
INTEREST MATURITY PAYMENT AMOUNT OF AMOUNT OF
RATE DATE TERMS MORTGAGES MORTGAGES(C)
--------- -------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
SHOPPING CENTERS:
FIRST MORTGAGES:
Eastex Venture
Beaumont, TX (Note A) . Prime 12-31-98 Varying 3,500 2,243
+1 1/2 ($2,243
balloon)
Main/O.S.T., Ltd.
Houston, TX . . . . 9.3% 02-01-20 $476 4,800 4,572
Annual
P & I
($1,241
balloon)
Markham West
Shopping Center L.P.
Little Rock, AK . . 10% 12-31-28 Varying 3,104 3,116
($3,116
balloon)
INDUSTRIAL:
FIRST MORTGAGES:
Railwood
Houston, TX . . . . 10% 12-28-04 Varying 7,000 6,223
($6,223
balloon)
River Pointe, Conroe,TX
(Note D). . . . . . 9% 11-30-03 Varying 2,133 1,890
Little York, Houston, TX
(Note D). . . . . . Prime 12-31-03 Varying 1,922 1,758
+2%
</TABLE>
Schedule continued on next page
<PAGE>
SCHEDULE IV
(CONTINUED)
<TABLE>
<CAPTION>
WEINGARTEN REALTY INVESTORS
MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1998
(AMOUNTS IN THOUSANDS)
FINAL PERIODIC FACE CARRYING
INTEREST MATURITY PAYMENT AMOUNT OF AMOUNT OF
RATE DATE TERMS MORTGAGES MORTGAGES(C)
--------- -------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
UNIMPROVED LAND:
SECOND MORTGAGE:
River Pointe
Conroe, TX . . . . Prime 12-01-99 Varying 12,000 8,557
+1% ($8,557
balloon)
TOTAL MORTGAGE LOANS ON ---------- -------------
REAL ESTATE (Note B) $ 34,459 $ 28,359
========== =============
<FN>
Note A -- Mortgage Loan was amended effective January 1, 1999 as follows:
The maturity date was extended to October 31, 2009, and
The interest rate was modified to 6% through October 31, 1999
and to 8% commencing November 1, 1999 through the maturity date.
Note B -- Changes in mortgage loans for the years ended December 31, 1998, 1997
and 1996 are summarized below:
</TABLE>
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Balance, Beginning of year $25,653 $27,157 $31,292
New Mortgage Loans. . . . . 3,116
Additions to Existing Loans 1,560 589 1,075
Collections of Principal. . (1,970) (2,093) (5,210)
-------- -------- --------
Balance, End of Year . . . $28,359 $25,653 $27,157
======== ======== ========
</TABLE>
Note C -- The aggregate cost at December 31, 1998 for federal income tax
purposes is $27,895.
Note D -- Principal payments are due monthly to the extent of cash flow
generated by the underlying property.
FIFTH BONDS RENEWAL AND EXTENSION AGREEMENT
This FIFTH BONDS RENEWAL AND EXTENSION AGREEMENT (this "Fifth Renewal") is
executed this 7th day of January, 1999 (the "Execution Date"), but effective as
of December 28, 1998, by and between WRI HOLDINGS, INC. ("Maker"), a Texas
corporation, and WEINGARTEN REALTY INVESTORS ("Payee"), a Texas real estate
investment trust.
W I T N E S S E T H:
-----------------------------
WHEREAS, the Payee is the sole legal owner and holder of those certain 16%
Mortgage Bonds Due 1994, dated December 28, 1984 (the "Original Bonds"), in the
face principal sum of THREE MILLION ONE HUNDRED FIFTY THOUSAND and NO/100
DOLLARS ($3,150,000.00) executed by Maker payable to the order of Weingarten
Realty, Inc. ("WRI"), a Texas corporation, payable as therein provided, which
Bonds are secured by
(i) that certain Trust Indenture, dated December 28, 1984 (the "Original
Trust Indenture") executed by Maker and Texas Commerce Bank National Association
(the "Trustee"), a national banking association;
(ii) that certain River Pointe Negative Pledge Agreement, dated December 28,
1984 (the "Original Negative Pledge") executed by Maker, WRI, and Plaza
Construction, Inc. ("Plaza"); and
(iii) such other documents, instruments, and agreements executed in
connection with, as security for, or as evidence of the obligations evidenced by
the Original Bonds (collectively, the Original Trust Indenture, the Original
Negative Pledge, and such other documents, instruments, and agreements being
herein called the "Original Security Instruments"); and
WHEREAS, WRI assigned and conveyed all of its property, both real and
personal, including, without limitation, the Original Bonds, to Payee, as
evidenced by that certain Master Deed and General Conveyance dated April 5, 1988
from WRI to Payee; and
WHEREAS, effective as of December 28, 1994, Maker and Payee renewed and
extended the maturity date of the Original Bonds to December 28, 1995 pursuant
to the terms of that certain Bonds Renewal and Extension Agreement, dated as of
December 28, 1994 ("First Renewal"); and
WHEREAS, effective as of December 28, 1995, Maker and Payee renewed and
extended the maturity date of the Original Bonds to December 28, 1996 pursuant
to the terms of that certain Bonds Second Renewal and Extension Agreement dated
as of December 28, 1995 ("Second Renewal"); and
<PAGE>
WHEREAS, effective as of December 28, 1996, Maker and Payee renewed and
extended the maturity date of the Original Bonds to December 28, 1997 pursuant
to the terms of that certain Third Bonds Renewal and Extension Agreement, dated
as of December 28, 1996 ("Third Renewal"); and
WHEREAS, effective as of December 28, 1997, Maker and Payee renewed and
extended the maturity date of the Original Bonds to December 28, 1998 pursuant
to the terms of that certain Fourth Bonds Renewal and Extension Agreement, dated
as of December 28, 1997 ("Fourth Renewal") (the Original Bonds, Original
Negative Pledge, and Original Security Instruments, each as modified, renewed,
and extended by the First Renewal, Second Renewal, Third Renewal, and Fourth
Renewal, being herein called the "Bonds," the "Negative Pledge," and the
"Security Instruments," respectively); and
WHEREAS, Maker and Payee amended and supplemented the terms of the Original
Trust Indenture to reflect the renewal and extension of the Bonds, as provided
in the First Renewal, Second Renewal, Third Renewal, and Fourth Renewal, such
amendments being evidenced by (i) that certain Supplemental Trust Indenture
dated as of December 28, 1994 among Maker, Trustee, and Payee, (ii) that certain
Second Supplemental Trust Indenture dated as of December 28, 1995, among Maker,
Trustee and Payee, (iii) that certain Third Supplemental Trust Indenture dated
as of December 28, 1996, among Maker, Trustee and Payee, and (iv) that certain
Fourth Supplemental Trust Indenture dated as of December 28, 1997, among Maker,
Trustee, and Payee; and
WHEREAS, of even date herewith, Maker, the Trustee (now known as Chase Bank
of Texas, N.A.), and Payee have further amended and supplemented the terms of
the Trust Indenture pursuant to that certain Fifth Supplemental Trust Indenture
(the Original Trust Indenture, as amended and supplemented by the Supplemental
Trust Indenture, the Second Supplemental Trust Indenture, the Third Supplemental
Trust Indenture, the Fourth Supplemental Trust Indenture, and the Fifth
Supplemental Trust Indenture, being called the "Trust Indenture"); and
WHEREAS, the Bonds mature on December 28, 1998, and Maker and Payee now
propose to renew and extend the maturity date of the Bonds and to continue the
liens and priority of the Security Instruments as security for the payment of
the Bonds, as set forth more particularly herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Maker and Payee hereby agree as
follows:
1. The Maker reaffirms its promise to pay to the order of the Payee, at
2600 Citadel Plaza Drive, Suite 300, Houston, Harris County, Texas 77008, the
principal balance due and owing on the Bonds, with interest accrued thereon, as
provided in the Bonds, except that the maturity date of the Bonds is hereby
renewed and extended to December 28, 1999, at which time the unpaid principal
balance of the Bonds, plus all accrued and unpaid interest thereon, shall be due
and payable.
<PAGE>
All liens, pledges, and security interests securing the payment of the
Bonds, including, but not limited to, the liens, pledges and security interests
granted in the Trust Indenture and the Negative Pledge, are hereby renewed,
extended and carried forward to secure payment of the Bonds, as hereby amended,
and the Security Instruments are hereby amended to reflect that the maturity
date of the Bonds is December 28, 1999.
2. Maker hereby represents and warrants to Payee that (a) Maker is the
sole legal and beneficial owner of the Trust Estate (as that term is defined in
the Trust Indenture); (b) Maker has the full power and authority to make the
agreements contained in this Fifth Renewal without joinder and consent of any
other party; and (c) the execution, delivery and performance of this Fifth
Renewal will not contravene or constitute an event which itself or which with
the passing of time or giving of notice or both would constitute a default under
any trust deed, deed of trust, loan agreement, indenture or other agreement to
which Maker is a party or by which Maker or any of its property is bound. Maker
hereby agrees to indemnify and hold harmless Payee against any loss, claim,
damage, liability or expense (including, without limitation, attorneys' fees)
incurred as a result of any representation or warranty made by Maker in this
Section 2 proving to be untrue in any material respect.
3. To the extent that the Bonds are inconsistent with the terms of this
Fifth Renewal, the Bonds are hereby modified and amended to conform with this
Fifth Renewal. Except as modified, renewed and extended by this Fifth Renewal,
the Bonds remain unchanged and continue unabated and in full force and effect as
the valid and binding obligation of the Maker.
4. In conjunction with the extension and renewal of the Bonds and the
Security Instruments, Maker hereby extends and renews the liens, pledges, and
security interests as created and granted in the Security Instruments until the
indebtedness secured thereby, as so extended and renewed, has been fully paid,
and agrees that such extension and renewal shall, in no manner, affect or impair
the Bonds or the liens, pledges, and security interests securing same, and that
said liens, pledges, and security interests shall not in any manner be waived.
The purpose of this Fifth Renewal is simply to extend the time of payment of the
obligation evidenced by the Bonds and any indebtedness secured by the Security
Instruments, as modified by this Fifth Renewal, and to carry forward all liens,
pledges, and security interests securing the same, which are acknowledged by
Maker to be valid and subsisting.
5. Maker covenants and warrants that the Payee is not in default under
the Bonds or the Security Instruments, or this Fifth Renewal (collectively
referred to as the "Loan Instruments"), that there are no defenses,
counterclaims or offsets to such Loan Instruments; and that all of the
provisions of the Loan Instruments, as amended hereby, are in full force and
effect.
6. Maker agrees to pay all costs incurred in connection with the
execution and consummation of this Fifth Renewal, including but not limited to,
all recording costs and the reasonable fees and expenses of Payee's counsel.
<PAGE>
7. If any covenant, condition, or provision herein contained is held to
be invalid by final judgment of any court of competent jurisdiction, the
invalidity of such covenant, condition, or provision shall not in any way affect
any other covenant, condition, or provision herein contained.
8. Payee is the sole owner and holder of the Bonds. Maker and Payee
acknowledge and agree that the outstanding principal balance of the Bonds as of
December 28, 1998 is $3,150,000.00.
9. Payee is an unincorporated trust organized under the Texas Real
Estate Investment Trust Act. Neither the shareholders of Payee, nor its Trust
Managers, officers, employees, or other agents shall be personally, corporately,
or individually liable, in any manner whatsoever, for any debt, act, omission,
or obligation of Payee, and all persons having claims of any kind whatsoever
against Payee shall look solely to the property of Payee for the enforcement of
their rights (whether monetary or non-monetary) against Payee.
EXECUTED this day and year first above written, but effective for all
purposes as of December 28, 1998.
WRI HOLDINGS, INC., a Texas corporation
By:
Martin Debrovner, Vice President
"Maker"
WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust
By:
Bill Robertson, Jr., Executive Vice President
"Payee"
<PAGE>
STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on this ______ day of January,
1999, by Martin Debrovner, Vice President of WRI HOLDINGS, INC., a Texas
corporation, on behalf of said corporation.
Notary Public, State of Texas
STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on this ______ day of January,
1999, by Bill Robertson, Jr., Executive Vice President of WEINGARTEN REALTY
INVESTORS, a Texas real estate investment trust, on behalf of said real estate
investment trust.
Notary Public, State of Texas
FIFTH SUPPLEMENTAL TRUST INDENTURE
This FIFTH SUPPLEMENTAL TRUST INDENTURE (this "Fifth Supplemental
Indenture") is executed this 7th day of January, 1999 (the "Execution Date"),
but effective as of December 28, 1998, by and between WRI HOLDINGS, INC. (the
"Company"), a Texas corporation, and CHASE BANK OF TEXAS, N.A. (formerly known
as TEXAS COMMERCE BANK NATIONAL ASSOCIATION) (the "Trustee"), a national banking
association.
W I T N E S S E T H:
-----------------------------
WHEREAS, the Company and the Trustee executed that certain Trust Indenture
dated December 28, 1984 (the "Original Trust Indenture") to secure the
performance of the Company under the terms of that certain 16% Mortgage Bonds
Due 1994 (the "Original Bonds") executed by the Company payable to the order of
Weingarten Realty, Inc. ("WRI") dated December 28, 1984 in the face principal
amount of THREE MILLION ONE HUNDRED FIFTY THOUSAND and NO/100 DOLLARS
($3,150,000.00), payable as therein provided; and
WHEREAS, WRI assigned and conveyed all of its property, both real and
personal, including, without limitation, the Original Bonds, to Weingarten
Realty Investors ("Weingarten"), a Texas real estate investment trust, as
evidenced by that certain Master Deed and General Conveyance dated April 5,
1988, from WRI to Weingarten; and
WHEREAS, effective as of December 28, 1994, the Company and Weingarten
renewed and extended the maturity date of the Original Bonds to December 28,
1995 pursuant to the terms of that certain Bonds Renewal and Extension Agreement
dated as of December 28, 1994 ("First Renewal"); and
WHEREAS, effective as of December 28, 1995, the Company and Weingarten
again renewed and extended the maturity date of the Original Bonds to December
28, 1996 pursuant to the terms of that certain Bonds Second Renewal and
Extension Agreement dated as of December 28, 1995 ("Second Renewal"); and
WHEREAS, effective as of December 28, 1996, the Company and Weingarten
again renewed and extended the maturity date of the Original Bonds to December
28, 1997 pursuant to the terms of that certain Third Bonds Renewal and Extension
Agreement dated as of December 28, 1996 ("Third Renewal"); and
<PAGE>
WHEREAS, effective as of December 28, 1997, the Company and Weingarten
again renewed and extended the maturity date of the Original Bonds to December
28, 1998 pursuant to the terms of that certain Fourth Bonds Renewal and
Extension Agreement dated as of December 28, 1997 ("Fourth Renewal") (the
Original Bonds, as renewed and extended by the First Renewal, Second Renewal,
Third Renewal, and the Fourth Renewal, being herein called the "Bonds"); and
WHEREAS, the Company and Weingarten amended and supplemented the terms of
the Original Trust Indenture to reflect the renewal and extension of the Bonds
as provided in the First Renewal, Second Renewal, Third Renewal, and Fourth
Renewal, such amendments being evidenced by (i) that certain Supplemental Trust
Indenture dated as of December 28, 1994 among the Company, the Trustee and
Weingarten, (ii) that certain Second Supplemental Trust Indenture dated as of
December 28, 1995, among the Company, the Trustee, and Weingarten, (iii) that
certain Third Supplemental Trust Indenture dated as of December 28, 1996 among
the Company, the Trustee, and Weingarten, and (iv) that certain Fourth
Supplemental Trust Indenture dated as of December 28, 1997, among the Company,
the Trustee, and Weingarten (the Original Trust Indenture, as amended and
supplemented by the Supplemental Trust Indenture, Second Supplemental Trust
Indenture, Third Supplemental Trust Indenture, and Fourth Supplemental Trust
Indenture being herein called the "Trust Indenture"); and
WHEREAS, the Bonds mature on December 28, 1998, and the Company and
Weingarten have agreed to renew and extend the maturity date of the Bonds and to
continue the liens, pledges, and security interests securing the payment of the
Bonds, as set forth in that certain Fifth Bonds Renewal and Extension Agreement
("Fifth Renewal") dated effective as of December 28, 1998, executed by the
Company and Weingarten, Weingarten being the sole legal owner and holder of the
Bonds; and
WHEREAS, the Company and the Trustee desire to amend and supplement the
Trust Indenture to reflect the renewal and extension of the maturity date of the
Bonds to December 28, 1999.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Trustee hereby
agree as follows:
1. Except as otherwise provided in this Fifth Supplemental Indenture,
all capitalized terms used in this Fifth Supplemental Indenture shall have the
meanings ascribed to those terms in the Trust Indenture.
2. The Company and the Trustee acknowledge that the Company has
re-affirmed its promise to pay to the order of the Payee, at 2600 Citadel Plaza
Drive, Suite 300, Houston, Harris County, Texas 77008, the principal balance due
and owing on the Bonds, with interest accrued thereon, as provided in the Bonds,
except that the maturity date of the Bonds has been renewed and extended to
December 28, 1999, at which time the unpaid principal balance of the Bonds, plus
all accrued and unpaid interest thereon, shall be due and payable.
<PAGE>
All liens, pledges, and security interests securing the Bonds granted under
the terms of the Trust Indenture, are hereby renewed, extended and carried
forward to secure payment of the Bonds, as hereby amended, and the Trust
Indenture is hereby amended to reflect that the maturity date of the Bonds is
December 28, 1999.
3. The Company hereby represents and warrants to the Trustee that (a)
the Company is the sole legal and beneficial owner of the Trust Estate; (b) the
Company has the full power and authority to make the agreements contained in
this Fifth Supplemental Indenture without joinder and consent of any other
party; and (c) the execution, delivery and performance of this Fifth
Supplemental Indenture will not contravene or constitute an event which itself
or which with the passing of time or giving of notice or both would constitute a
default under any trust deed, deed of trust, loan agreement, indenture or other
agreement to which the Company is a party or by which the Company or any of its
property is bound. The Company hereby agrees to indemnify and hold harmless the
Trustee against any loss, claim, damage, liability or expense (including,
without limitation, attorneys' fees) incurred as a result of any representation
or warranty made by the Company in this Section 3 proving to be untrue in any
material respect.
4. To the extent that the Trust Indenture is inconsistent with the
terms of this Fifth Supplemental Indenture, the Trust Indenture is hereby
modified and amended to conform with this Fifth Supplemental Trust Indenture.
Except as modified, renewed and supplemented by this Fifth Supplemental
Indenture, the Trust Indenture remains unchanged and continues unabated and in
full force and effect as the valid and binding obligation of the Company.
5. The Company covenants and warrants that the Trustee is not in
default under the Trust Indenture, as supplemented by this Fifth Supplemental
Indenture (collectively referred to as the "Indenture"), that there are no
defenses, counterclaims or offsets to the Bonds or the Indenture, and that all
of the provisions of the Bonds and the Indenture are in full force and effect.
6. The Company agrees to pay all costs incurred in connection with the
execution and consummation of this Fifth Supplemental Indenture, including but
not limited to, all recording costs and the reasonable fees and expenses of
Trustee's counsel.
7. If any covenant, condition, or provision herein contained is held to
be invalid by final judgment of any court of competent jurisdiction, the
invalidity of such covenant, condition, or provision shall not in any way affect
any other covenant, condition, or provision herein contained.
8. The Company acknowledges and agrees that the outstanding principal
balance of the Bonds as of December 28, 1998 is $3,150,000.00.
<PAGE>
9. Weingarten joins herein to consent to the amendment and supplement
of the terms of the Trust Indenture, as set forth in this Fifth Supplemental
Indenture and to acknowledge and represent that Weingarten is the sole owner and
holder of the Bonds. Weingarten is an unincorporated trust organized under the
Texas Real Estate Investment Trust Act. Neither the shareholders of Weingarten,
nor its Trust Managers, officers, employees, or other agents shall be
personally, corporately, or individually liable, in any manner whatsoever, for
any debt, act, omission, or obligation of Weingarten, and all persons having
claims of any kind whatsoever against Weingarten shall look solely to the
property of Weingarten for the enforcement of their rights (whether monetary or
non-monetary) against Weingarten.
EXECUTED this day and year first above written, but effective for all
purposes as of December 28, 1998.
WRI HOLDINGS, INC.
By:
Martin Debrovner, Vice President
"COMPANY"
CHASE BANK OF TEXAS, N.A.
By:
Rhonda L. Parman, Trust Officer
"TRUSTEE"
WEINGARTEN REALTY INVESTORS
By:
Bill Robertson, Jr., Executive Vice President
"WEINGARTEN"
<PAGE>
STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on this ______ day of January,
1999, by Martin Debrovner, Vice President of WRI HOLDINGS, INC., a Texas
corporation, on behalf of said corporation.
Notary Public, State of Texas
STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on this ______ day of January,
1999, by Rhonda L. Parma, Trust Officer of CHASE BANK OF TEXAS, N.A., a
national banking association, on behalf of said national banking association.
Notary Public, State of Texas
STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on this ______ day of January,
1999, by Bill Robertson, Jr., Executive Vice President of WEINGARTEN REALTY
INVESTORS, a Texas real estate investment trust, on behalf of said real estate
investment trust.
Notary Public, State of Texas
TENTH RENEWAL AND EXTENSION AGREEMENT
THE STATE OF TEXAS
COUNTY OF MONTGOMERY
This TENTH RENEWAL AND EXTENSION AGREEMENT (the "Tenth Renewal") is
executed this 7th day of January, 1999 (the "Execution Date"), but effective as
of December 1, 1998, by and between PLAZA CONSTRUCTION, INC. ("Maker"), a Texas
corporation, and WEINGARTEN REALTY INVESTORS ("Payee"), a Texas real estate
investment trust.
W I T N E S S E T H:
----------------------------
WHEREAS, the Payee is the present legal owner and holder of that certain
Promissory Note dated November 29, 1982 (the "Original Note"), in the original
principal sum of Twelve Million and No/100 Dollars ($12,000,000.00) executed by
River Pointe Venture I ("River Pointe"), a Texas joint venture, payable to the
order of Weingarten Realty, Inc. ("WRI"), a Texas corporation, payable as
therein provided, which Note is secured by (i) a Deed of Trust and Security
Agreement dated November 29, 1982 (the "Original Deed of Trust"), executed by
River Pointe to Melvin A. Dow, Trustee, filed under Clerk's File No. 8254156 and
under Film Code Reference No. ###-##-#### in the Real Property Records of
Montgomery County, Texas, covering and affecting certain property situated in
Montgomery County, Texas, more particularly described therein (the "Property"),
and (ii) any and all other liens, security instruments, and documents executed
by River Pointe and/or Maker, securing or governing the payment of the Original
Note including, but not limited to, that certain Loan Agreement dated November
29, 1982 ("Original Loan Agreement"), executed by WRI and River Pointe; and
WHEREAS, by that certain River Pointe Venture I Assignment of Interest and
Dissolution, dated October 16, 1987, filed on October 19, 1987, under Clerk's
File No. 8747284, in the Real Property Records of Montgomery County, Texas,
River Pointe was dissolved and Maker assumed all of the debts and obligations of
River Pointe, and obtained ownership of all of the assets of River Pointe,
including, but not limited to, the Property; and
WHEREAS, on April 5, 1988, WRI assigned and conveyed all of its property,
both real and personal, including, without limitation, the Original Note, to
Payee, as evidenced by that certain Master Deed and General Conveyance, from WRI
to Payee, a counterpart of which was filed under Clerk's File No. 8815730 and
under Film Code Reference No. ###-##-####, in the Real Property Records of
Montgomery County, Texas; and
<PAGE>
WHEREAS, by instrument entitled Renewal and Extension Agreement, entered
into as of November 1, 1989 (the "First Renewal"), executed by Maker and Payee,
the Original Note, Original Deed of Trust, Original Loan Agreement, and all
other documents evidencing, governing, or securing the payment of the Original
Note were renewed and extended; and
WHEREAS, by instrument entitled Second Renewal and Extension Agreement
dated March 12, 1991, but effective as of December 1, 1990 (the "Second
Renewal"), filed on March 21, 1991, under Clerk's File No. 9111519 and under
Film Code Reference No. ###-##-#### in the Official Public Records of Real
Property of Montgomery County, Texas, Maker and Payee further modified and
extended the Original Note, Original Deed of Trust, Original Loan Agreement, and
all other documents evidencing, governing or securing payment of the Original
Note; and
WHEREAS, by instrument entitled Third Renewal and Extension Agreement dated
February 28, 1992, but effective as of December 1, 1991 (the "Third Renewal"),
filed on May 14, 1992, under Clerk's File No. 9222962, and under Film Code
Reference No. ###-##-#### in the Official Public Records of Real Property of
Montgomery County, Texas, Maker and Payee further modified and extended the
Original Note, Original Deed of Trust, Original Loan Agreement, and all other
documents evidencing, governing or securing payment of the Original Note; and
WHEREAS, by instrument entitled Fourth Renewal and Extension Agreement
dated February 19, 1993, but effective as of December 1, 1992 (the "Fourth
Renewal"), Maker and Payee further modified and extended the Original Note,
Original Deed of Trust, Original Loan Agreement, and all other documents
evidencing, governing or securing payment of the Original Note; and
WHEREAS, by instrument entitled Fifth Renewal and Extension Agreement dated
March 9, 1994, but effective as of December 1, 1993 (the "Fifth Renewal"), filed
on March 18, 1994 under Clerk's File No. 9415326 and under Film Code Reference
No. ###-##-#### in the Official Public Records of Real Property of Montgomery
County, Texas, Maker and Payee further modified and extended the Original Note,
Original Deed of Trust, Original Loan Agreement, and all other documents
evidencing, governing, or securing payment of the Original Note; and
WHEREAS, by instrument entitled Sixth Renewal and Extension Agreement dated
February 22, 1995, but effective as of December 1, 1994 (the "Sixth Renewal"),
filed on March 1, 1995 under Clerk's File No. 09511049 and under Film Code
Reference No. 046-00-0785 in the Official Public Records of Real Property of
Montgomery County, Texas, Maker and Payee further modified and extended the
Original Note, Original Deed of Trust, Original Loan Agreement, and all other
documents evidencing, governing, or securing payment of the Original Note; and
<PAGE>
WHEREAS, by instrument entitled Seventh Renewal and Extension Agreement
dated February 7, 1996, but effective December 1, 1995 (the "Seventh Renewal"),
filed on February 23, 1996 under Clerk's File No. 9611331 and under Film Code
Reference No. 135-00-0887 in the Official Public Records of Real Property of
Montgomery County, Texas, Maker and Payee further modified and extended the
Original Note, Original Deed of Trust, Original Loan Agreement, and all other
documents evidencing, governing, or securing payment of the Original Note; and
WHEREAS, by instrument entitled Eighth Renewal and Extension Agreement
dated February 21, 1997, but effective December 1, 1996 (the Eighth Renewal )
filed on __________, 1997, under Clerk s File No. ____________ and under Film
Code Reference No. ___________, in the Official Public Records of Real Property
of Montgomery County, Texas, Maker and Payee further modified and extended the
Original Note, Original Deed of Trust, Original Loan Agreement, and all other
documents evidencing, governing, or securing payment of the Original Note; and
WHEREAS, by instrument entitled Ninth Renewal and Extension Agreement dated
_________, 1998, but effective December 1, 1997 (the Ninth Renewal ) filed on
__________, 1998, under Clerk s File No. ____________ and under Film Code
Reference No. ___________, in the Official Public Records of Real Property of
Montgomery County, Texas, Maker and Payee further modified and extended the
Original Note, Original Deed of Trust, Original Loan Agreement, and all other
documents evidencing, governing, or securinig payment of the Original Note; and
WHEREAS, the Original Note, the Original Deed of Trust, and Original Loan
Agreement, together with any and all other liens, security interests and
documents evidencing, securing or governing payment of the Original Note, as
modified by the First Renewal, Second Renewal, Third Renewal, Fourth Renewal,
Fifth Renewal, Sixth Renewal, Seventh Renewal, Eighth Renewal, and Ninth Renewal
are herein referred to as the "Note" and "Security Instruments," respectively;
and
WHEREAS, Maker and Payee now propose to modify the Note in certain respects
and to continue the lien and priority of the Security Instruments as security
for the payment of the Note, as set forth more particularly herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Maker and Payee hereby agree as
follows:
1. The Maker re-affirms its promise to pay to the order of the Payee,
at 2600 Citadel Plaza Drive, Suite 300, Houston, Harris County, Texas 77008, the
principal balance due and owing on the Note, with accrued interest thereon, as
provided in the Note, except that the maturity date of the Note is hereby
amended and extended until December 1, 1999, at which time the unpaid principal
balance of the Note, together with all accrued but unpaid interest, shall be due
and payable.
All liens securing the Note, including, but not limited to, the lien
created by the Original Deed of Trust, are hereby renewed, extended and carried
forward to secure payment of the Note, as hereby amended, and the Original Deed
of Trust is hereby amended to reflect that the maturity date of the Note is
December 1, 1999. All other Security Instruments including, but not limited to,
the Original Loan Agreement, are likewise hereby modified and amended to reflect
the renewal and extension of the maturity date of the Note to December 1, 1999.
<PAGE>
2. Maker hereby represents and warrants to Payee that (a) Maker is the
sole legal and beneficial owner of the Property (b) Maker has the full power and
authority to make the agreements contained in this Tenth Renewal, without
joinder and consent of any other party; and (c) the execution, delivery and
performance of this Tenth Renewal will not contravene or constitute an event
which itself or which, with the passing of time, or giving of notice, or both,
would constitute a default under any trust deed, deed of trust, loan agreement,
indenture or other agreement to which Maker is a party or by which Maker or any
of its property is bound. Maker hereby agrees to indemnify and hold harmless
Payee against any loss, claim, damage, liability or expense (including, without
limitation, attorneys' fees) incurred as a result of any representation or
warranty made by Maker in this Section 2 proving to be untrue in any material
respect.
3. To the extent that the Note is inconsistent with the terms of this
Tenth Renewal, the Note is hereby modified and amended to conform with the Tenth
Renewal. Except as modified, renewed and extended by this Tenth Renewal, the
Note and the Security Instruments remain unchanged and continue unabated and in
full force and effect as the valid and binding obligation of the Maker.
4. In conjunction with the extension, renewal and modification of the
Note and the Security Instruments, Maker hereby extends and renews the liens,
security interests, and assignments created and granted in the Security
Instruments until the indebtedness secured thereby, as so extended, renewed and
modified, has been fully paid, and agrees that such extension, renewal and
modification shall in no manner affect or impair the Note, the liens or security
interests securing same, and that said liens, security interests, and
assignments shall not in any manner be waived. The purpose of this Tenth
Renewal is simply to extend the time of payment of the loan evidenced by the
Note and any indebtedness secured by the Security Instruments, as modified by
this Tenth Renewal, and to carry forward all liens and security interests
securing the same, which are acknowledged by Maker to be valid and subsisting.
5. Maker covenants and warrants that the Payee is not in default under
the Note or Security Instruments, each as modified by this Tenth Renewal
(collectively referred to as the "Loan Instruments"), that there are no
defenses, counterclaims or offsets to such Loan Instruments; and that all of the
provisions of the Loan Instruments, as amended hereby, are in full force and
effect.
6. Maker agrees to pay all costs incurred in connection with the
execution and consummation of this Tenth Renewal, including but not limited to,
all recording costs, the premium for an endorsement to the Mortgagee Policy of
Title Insurance insuring the validity and priority of the Original Deed of
Trust, in form satisfactory to Payee, and the reasonable fees and expenses of
Payee's counsel.
7. If any covenant, condition, or provision herein contained is held to
be invalid by final judgment of any court of competent jurisdiction, the
invalidity of such covenant, condition, or provision shall not in any way affect
any other covenant, condition, or provision herein contained.
<PAGE>
8. Payee is an unincorporated trust organized under the Texas Real
Estate Investment Trust Act. Neither the shareholders of Payee, nor its Trust
Managers, officers, employees, or other agents shall be personally, corporately,
or individually liable, in any manner whatsoever, for any debt, act, omission,
or obligation of Payee, and all persons having claims of any kind whatsoever
against Payee shall look solely to the property of Payee for the enforcement of
their rights (whether monetary or non-monetary) against Payee.
EXECUTED this day and year first above written, but effective for all
purposes as of December 1, 1998.
PLAZA CONSTRUCTION, INC., a Texas corporation
By:
Martin Debrovner, Vice President
"MAKER"
WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust
By:
Bill Robertson, Jr., Executive Vice President
"PAYEE"
STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on this ______ day of January,
1999, by Martin Debrovner, Vice President of PLAZA CONSTRUCTION, INC., a Texas
corporation, on behalf of said corporation.
Notary Public, State of Texas
<PAGE>
STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on this ______ day of January,
1999, by Bill Robertson, Jr., Executive Vice President of WEINGARTEN REALTY
INVESTORS, a Texas real estate investment trust, on behalf of said real estate
investment trust.
Notary Public, State of Texas
MASTER
PROMISSORY NOTE
---------------
(this "Note")
$20,000,000.00 December 14, 1998
FOR VALUE RECEIVED, the undersigned, WEINGARTEN REALTY INVESTORS
("Company") promises to pay to the order of CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION ("Bank"), at its offices located at 712 Main Street, Houston, Texas
----
77002 in lawful money of the United States of America and in immediately
available funds, the principal amount of each loan (a "Loan") shown in Bank's
records to have been made by Bank and on the relevant maturity date as set forth
in Bank's records. Each Loan shall also have its own date of maturity agreed by
Company and Bank. The rate of interest on each Loan evidenced hereby from time
to time shall be the interest rate which shall be determined for each Loan by
agreement between Company and Bank but, in no event, shall exceed the maximum
interest rate permitted under applicable law ("Highest Lawful Rate"). If Texas
-------------------
law determines the Highest Lawful Rate, Bank has elected the weekly ceiling as
defined in Chapter 1D of the Texas Credit Title, Article 5069-1D.001 et seq.,
Title 79 of the Texas Revised Civil Statutes, as amended. All past due amounts
shall bear interest at a per annum interest rate equal to the Prime Rate plus
one percent (1%). "Prime Rate" means the rate determined from time to time by
----------
Bank as its prime rate. The Prime Rate shall change automatically from time to
time without notice to Borrower or any other person. THE PRIME RATE IS A
REFERENCE RATE AND MAY NOT BE BANK'S LOWEST RATE.
Interest on each Loan shall be: (i) computed on the unpaid principal amount
of the Loan outstanding from the date of advance until paid; (ii) payable at the
maturity of such Loan and thereafter on demand; and (iii) shall be calculated on
the basis of a year of 360 days for the actual days elapsed.
The total amount of interest (as defined under applicable law) contracted
for, charged or collected under this Note will never exceed the Highest Lawful
Rate. If Bank contracts for, charges or receives any excess interest, it will
be deemed a mistake. Bank will automatically reform the contract or charge to
conform to applicable law, and if excess interest has been received, Bank will
either refund the excess or credit the excess on the unpaid principal amount of
this Note. All amounts constituting interest will be spread throughout the full
term of this Note in determining whether interest exceeds lawful amounts.
Each of the following is an event of default ("Events of Default"):
-----------------
(a) Company shall fail to pay any amount of principal of or interest on
this Note when due;
(b) Company shall fail to pay when due any amount of principal or interest
with respect to any obligation to Bank (other than this Note); or
(c) Company shall fail to pay any amount relating to any other recourse
indebtedness in excess of $10,000,000.00 for borrowed money or other pecuniary
obligation (including any contingent such obligation) or an event or condition
shall occur or exist which gives the holder of any such indebtedness or
obligation the right or option to accelerate the maturity thereof.
(d) Company shall commence any bankruptcy, reorganization or similar case or
proceeding relating to it or its property under the law of any jurisdiction, or
a trustee or receiver shall be appointed for itself or any substantial part of
its property;
(e) any involuntary bankruptcy, reorganization or similar case or proceeding
under the law of any jurisdiction shall have been commenced against Company or
any substantial part of its property and such case or proceeding shall not have
been dismissed within 60 days, or Company shall have consented to such case or
proceeding; or
(f) Company shall admit in writing its inability to pay its debts as
they become due.
Upon the happening of any Event of Default specified in paragraphs (d), (e)
or (f) above, automatically the Loans evidenced by this Note (with accrued
interest thereon) shall immediately become due and payable, and upon the
happening of an Event of Default specified in paragraphs (a), (b) or (c) above,
Bank may, by notice to Company, declare the Loans evidenced by this Note (with
accrued interest thereon) to be due and payable, whereupon the same shall
immediately become due and payable. Except as expressly provided above,
presentment, demand, protest, notice of intent to accelerate, acceleration and
all other notices of any kind are hereby expressly waived.
The Company hereby agrees to pay on demand, in addition to unpaid principal
and interest, all Bank's costs and expenses incurred in attempting or effecting
collection hereunder, including the reasonable fees and expenses of counsel
(which may include, to the extent permitted by applicable law, allocated costs
of in-house counsel), whether or not suit is instituted.
This Note is executed and delivered by Company to evidence Loans which may
be made by Bank to Company under a discretionary line of credit ("Discretionary
-------------
Line of Credit") not to exceed $20,000,000.00. COMPANY UNDERSTANDS THAT BANK
- ----------------
HAS NO OBLIGATION TO MAKE ANY LOAN TO COMPANY UNDER THIS NOTE. BANK MAY CANCEL
- --
THE DISCRETIONARY LINE OF CREDIT AT ANY TIME IN ITS SOLE AND ABSOLUTE
DISCRETION.
All Loans evidenced by this Note are and will be for business and
commercial purposes and no Loan will be used for the purpose of purchasing or
carrying any margin stock as that term is defined in Regulation U of the Board
of Governors of the Federal Reserve System (the "Board").
-----
Chapter 346 of the Texas Finance Code (which regulates certain revolving
credit loan accounts) does not apply to this Note or to any Loan evidenced by
this Note. This Note shall be governed by the laws of the State of Texas and the
laws of the United States as applicable.
Bank shall, and is hereby authorized by Company, to record in its records
the date, amount, interest rate and due date of each Loan as well as the date
and amount of each payment by the undersigned in respect thereof. Payments may
be applied to accrued interest or principal in whatever order Bank chooses.
Absent manifest error, Bank's records shall be conclusive as to amounts used.
Loans evidenced by this Note may not be prepaid. In the event any such
prepayment occurs, Company shall indemnify Bank against any loss, liability,
damage, cost or expense which Bank may sustain or incur as a consequence
thereof, including without limitation any loss, liability, damage, cost or
expense sustained or incurred in liquidating or employing deposits from third
parties acquired to effect or maintain such Loan or any part thereof. Bank
shall provide to Company a written statement explaining the amount of any such
loss or expense, which statement shall be conclusive absent manifest error.
No waiver of any default shall be deemed to be a waiver of any other
default. No failure to exercise or delay in exercising any right or power under
this Note shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power preclude any further or other exercise
thereof or the exercise of any other right or power. No amendment, modification
or waiver of this Note shall be effective unless the same is in writing and
signed by the person against whom such amendment, modification or waiver is
sought to be enforced. No notice to or demand on any person shall entitle any
person to any other or further notice or demand in similar or other
circumstances.
This Note shall be binding upon the successors and assigns of Company and
inure to the benefit of Bank, its successors, endorsees and assigns
(furthermore, Bank may assign or pledge this Note or any interest therein to any
Federal Reserve Bank). If any term or provision of this Note shall be held
invalid, illegal or unenforceable the validity of all other terms and provisions
will not be affected.
This Note renews and modifies that certain Master Promissory Note dated
December 15, 1997, in the original principal sum of $20,000,000.00.
THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
<PAGE>
(The Bank's signature is provided as
its acknowledgment of the above as
the final written agreement between the parties.)
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By:________________________________________________
Name:______________________________________________
Title:_______________________________________________
COMPANY:
WEINGARTEN REALTY INVESTORS
Name:______________________________________________
Title:_______________________________________________
Title:_______________________________________________
Weingarten Realty Investors (the "trust") is an unincorporated trust organized
-----
under the Texas Real Estate Investment Trust Act. Neither the shareholders of
the trust nor its trust managers, officers, employees or other agents are
personally, corporately or individually liable for any debt, act, omission or
obligation of the trust, and all persons having claims of any kind against the
trust must look solely to the property of the trust for the enforcement of their
rights.
[FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR - _________________ _________ __________________
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: % STATED MATURITY
DATE:
-----
INTEREST PAYMENT DATE(S): RECORD DATE(S): DEFAULT RATE:
---------------- --------------
[ ]and [ ]and
[ ] Other: [ ] Other:
------------
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE REDUCTION:
DATE:
OPTIONAL REPAYMENT
DATE(S):
[ ] Check if an Original Issue
Discount Note Issue Price: %
SPECIFIED CURRENCY:
[ ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
AUTHORIZED DENOMINATION:
[ ] $1,000 and integral multiples thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ ] No
OTHER/ADDITIONAL PROVISIONS:
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to, or registered assigns, the principal sum of
$, on the Stated Maturity Date specified above (or any Redemption Date or
Repayment Date, each as defined on the reverse hereof) (each such Stated
Maturity Date, Redemption Date or Repayment Date being hereinafter referred to
as the "Maturity Date" with respect to the principal repayable on such date) and
to pay interest thereon, at the Interest Rate per annum specified above, until
the principal hereof is paid or duly made available for payment, and (to the
extent that the payment of such interest shall be legally enforceable) at the
Default Rate per annum specified above on any overdue principal, premium and/or
interest. The Company will pay interest in arrears on each Interest Payment
Date, if any, specified above (each, an "Interest Payment Date"), commencing
with the first Interest Payment Date next succeeding the Original Issue Date
specified above, and on the Maturity Date; provided, however, that if the
-------- -------
Original Issue Date occurs between a Regular Record Date (as defined below) and
the next succeeding Interest Payment Date, interest payments will commence on
the second Interest Payment Date next succeeding the Original Issue Date to the
Holder of this Note on the Regular Record Date with respect to such second
Interest Payment Date. Interest on this Note will be computed on the basis of a
360-day year of twelve 30-day months.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for with respect to this Note) to, but excluding, the
applicable Interest Payment Date or the Maturity Date, as the case may be (each,
an "Interest Period"). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the March 1 and
September 1 next preceding the March 15 and September 15 (whether or not a
Market Day, as defined below) Interest Payment Dates (the "Regular Record
Date"); provided, however, that interest payable on the Maturity Date will be
-------- -------
payable to the person to whom the principal hereof and premium, if any, hereon
shall be payable. Any such interest not so punctually paid or duly provided for
on any Interest Payment Date with respect to this Note ("Defaulted Interest")
will forthwith cease to be payable to the Holder on the Regular Record Date, and
shall be paid to the person in whose name this Note is registered at the close
of business on a special record date (the "Special Record Date") for the payment
of such Defaulted Interest to be fixed by the Trustee hereinafter referred to,
notice whereof shall be given to the Holder of this Note by the Trustee not less
than 10 calendar days prior to such Special Record Date, or shall be paid at any
time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
"Business Day," as used herein for any particular location, means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in such location are authorized or obligated by law or
executive order to close.
<PAGE>
Payment of principal of (and premium, if any) and any interest in respect
of this Note due on the Maturity Date to be made in U.S. dollars will be made in
immediately available funds upon presentation and surrender of this Note (and,
with respect to any applicable repayment of this Note, a duly completed election
form as contemplated on the reverse hereof) at the Paying Agent Office as the
Company may determine; provided, however, that if such payment is to be made in
-------- -------
a Specified Currency other than U.S. dollars as set forth below, such payment
will be made by wire transfer of immediately available funds to an account with
a bank located in the Principal Financial Center of the country issuing the
Specified Currency (or, for Notes denominated in European Currency Units
("ECUs"), to an ECU account) or other jurisdiction acceptable to the Company and
the Paying Agent as shall have been designated by the Holder hereof at least
five Business Days prior to the Maturity Date, provided that such bank has
appropriate facilities therefor and that this Note (and, if applicable, a duly
completed election form) is presented and surrendered at the aforementioned
Paying Agent Office in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures. Such designation shall be made
by filing the appropriate information with the Paying Agent at the Paying Agent
Office in the City of New York, and, unless revoked, any such designation made
with respect to this Note by its registered Holder will remain in effect with
respect to any further payments with respect to this Note payable to its Holder.
If a payment with respect to this Note cannot be made by wire transfer because
the required designation has not been received by the Paying Agent on or before
the requisite date or for any other reason, a notice will be mailed to the
Holder of this Note at its registered address requesting a designation pursuant
to which such wire transfer can be made and, upon the Paying Agent's receipt of
such a designation, such payment will be made within five Business Days of such
receipt. The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but any tax, assessment or
governmental charge imposed upon payments will be borne by the Holder of this
Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars will be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
Security Register maintained at the Payment Agent Office; provided, however,
-------- -------
that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified above
is other than U.S. dollars, the equivalent thereof in the Specified Currency) or
more in aggregate principal amount of Notes (whether having identical or
different terms and provisions) will be entitled to receive interest payments on
such Interest Payment Date by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Paying Agent not less than five calendar days prior to such Interest Payment
Date. Any such wire transfer instructions received by the Paying Agent shall
remain in effect until revoked by such Holder.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Market Day (as defined below), the required payment of principal, premium,
if any, and/or interest need not be made on such day, but may be made on the
next succeeding Market Day with the same force and effect as if made on the date
such payment was due, and no interest shall accrue with respect to such payment
for the period from and after such Interest Payment Date or the Maturity Date,
as the case may be, to the date of such payment on the next succeeding Market
Day.
As used herein "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which is to
be made in a Specified Currency other than U.S. dollars, any Business Day in the
City of New York;
(b) for a Note the payment in respect of which is to be made in a Specified
Currency other than U.S. dollars, any Business Day in the Principal Financial
Center (as defined below) of the country issuing such Specified Currency which
is also a Business Day in the City of New York; and
<PAGE>
(c) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in the City of New York that is also not a day that appears as an
ECU non-settlement day on the display designated as "ISDE" on the Reuters
Monitor Money Rates Service (or a day so designated by the ECU Banking
Association) or, if the ECU non-settlement days do not appear on that page (and
are not so designated), is not a day on which payments in ECUs cannot be settled
in the international interbank market).
"Principal Financial Center" means the capital city of the country issuing
the Specified Currency in respect of which payment on the Notes is to be made,
except that with respect to U.S. dollars, Australian dollars, German marks,
Dutch guilders, Italian lire, Swiss francs and ECUs, the Principal Financial
Center shall be the City of New York, Sydney, Frankfurt, Amsterdam, Milan,
Zurich and Luxembourg, respectively.
The Company is obligated to make payment of principal, premium, if any, and
interest in respect of this Note in the Specified Currency (or, if the Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued the Specified Currency as at the time of such payment is legal tender for
the payment of such debts). If the Specified Currency is other than U.S.
dollars, any such amounts so payable by the Company will be converted by the
Exchange Rate Agent specified above into U.S. dollars for payment to the Holder
of this Note; provided, however, that the Holder of this Note may elect to
-------- -------
receive such amounts in the Specified Currency pursuant to the provisions set
forth below.
Payments of principal of (and premium, if any) and interest on any Note
denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency
Note") will be made in U.S. dollars if the registered Holder of such Note on the
relevant Regular Record Date, or at maturity, as the case may be, has
transmitted a written request for such payment in U.S. dollars to the Paying
Agent at the Paying Agent Office in the City of New York on or before such
Regular Record Date, or the date 15 days before maturity, as the case may be.
Such request may be in writing (mailed or hand delivered) or sent by cable,
telex, or other form of facsimile transmission. Any such request made for any
Note by a registered Holder will remain in effect for any further payments of
principal of (and premium, if any) and interest on such Note payable to such
Holder, unless such request is revoked on or before the relevant Regular Record
Date or the date 15 days before maturity, as the case may be. Holders of Notes
denominated in a Specified Currency other than U.S. dollars that are registered
in the name of a broker or nominee should contact such broker or nominee to
determine whether and how to elect to receive payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign Currency
Note who elects to receive payment in U.S. dollars will be based on the highest
bid quotation in the City of New York received by the Exchange Rate Agent as of
11:00 a.m., New York City time, on the second Market Day next preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent) for the purchase by the quoting dealer of
the Specified Currency for U.S. dollars for settlement on such payment date in
the aggregate amount of the Specified Currency payable to all Holders of Notes
electing to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If three such bid quotations are not available
on the second Market Day preceding the date of payment of principal (and
premium, if any) or interest for any Note, such payment will be made in the
Specified Currency. All currency exchange costs associated with any payment in
U.S. dollars on any such Note will be borne by the Holder thereof by deductions
from such payment.
<PAGE>
A Holder of a Foreign Currency Note may elect to receive payment of the
principal of and premium, if any, and interest on such Note in the Specified
Currency by submitting a written request for such payment to the Trustee at its
Corporate Trust Office in the City of New York on or prior to the applicable
record date or at least 15 calendar days prior to the Maturity Date, as the case
may be. Such written request may be mailed or hand-delivered or sent by cable,
telex or other form of facsimile transmission. A Holder of a Foreign Currency
Note may elect to receive payment in the applicable Specified Currency for all
such principal, premium, if any, and interest payments and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the applicable Record
Date or at least 15 calendar days prior to the Maturity Date, as the case may
be. Holders of Foreign Currency Notes whose Notes are to be held in the name
of a broker or nominee should contact such broker or nominee to determine
whether and how an election to receive payments in the applicable Specified
Currency may be made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than ECUs)
is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company or the ECU is used neither as the unit of account of the
European Communities nor as the currency of the European Union, the Company will
be entitled to satisfy its obligations to the Holder of such Note by making such
payment (including any such payment at maturity) in a component currency of the
ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign Currency
Note will be based on the highest bid quotation in the City of New York received
by the Exchange Rate Agent at approximately 11:00 A.M. New York City time, on
the second Market Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent)
selected by the Exchange Rate Agent and approved by the Company for the quoting
dealer of the Specified Currency for U.S. dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders of
Foreign Currency Notes scheduled to receive U.S. dollar payments and at which
the applicable dealer commits to execute a contract. All currency exchange
costs will be borne by the Holder of such Foreign Currency Note by deductions
from such payments. If three such bid quotations are not available, payments
will be made in the Specified Currency.
If the applicable Specified Currency is not available for the payment of
the principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such payment
in U.S. dollars on the basis of the Market Exchange Rate on the second Market
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise specified in the applicable Pricing Supplement. The "Market
Exchange Rate" for a Specified Currency other than U.S. dollars means the noon
dollar buying rate in the City of New York for the cable transfer for such
Specified Currency as certified for customs purposes by (or if not so certified,
as otherwise determined by) the Federal Reserve Bank of New York.
<PAGE>
If payment in respect of a Foreign Currency Note is required to be made in
any currency unit (e.g., ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company's
control, then the Company will be entitled, but not required, to make any
payments in respect of such Note in U.S. dollars until such currency unit is
again available. The amount of each payment in U.S. dollars shall be computed
on the basis of the equivalent of the currency unit in U.S. dollars, which shall
be determined by the Company or its agent on the following basis. The component
currencies of the currency unit for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts that
were components of the currency unit as of the last day on which the currency
unit was used. The equivalent of the currency unit in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalent of the Component
Currencies. The U.S. dollar equivalent of each of the Component Currencies
shall be determined by the Company or its agent on the basis of the most
recently available Market Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above, in the Addendum hereto, which
further provisions shall have the same force and effect as if set forth on the
face hereof.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be
executed.
WEINGARTEN REALTY INVESTORS
By:
Name:
Title:
Dated:
<PAGE>
<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, as Trustee
By:
Authorized Signatory
<PAGE>
[REVERSE OF NOTE]
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the "Debt
Securities") of the Company issued and to be issued under an Indenture, dated as
of May 1, 1995, as amended, modified or supplemented from time to time (the
"Indenture"), between the Company and Chase Bank of Texas, National Association,
as Trustee (the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Debt Securities, and of the terms upon which the Debt Securities are, and
are to be, authenticated and delivered. This Note is one of the series of debt
securities designated as "Medium-Term Notes, Series A Due 9 Months or more from
Date of Issue" (the "Notes"). All terms used but not defined in this Note
specified on the face hereof or in an Addendum hereto shall have the meanings
assigned to such terms in the Indenture.
This Note is issuable only in registered form without coupons. Notes
denominated in U.S. dollars will be initially issued in denominations of $1,000
and integral multiples thereof, and Notes denominated in other than U.S. dollars
will be initially issued in denominations of the amount of the Specified
Currency for such Note equivalent, at the noon buying rate for cable transfers
in the City of New York for such Specified Currency (the "Exchange Rate") on the
first Market Day next preceding the date on which the Company accepts the offer
to purchase such Note, to $1,000 and integral multiples thereof (or the
equivalent thereof in the Specified Currency for such Note). Interest rates
offered by the Company with respect to a Note may differ depending upon, among
other things, the aggregate principal amount of the Notes purchased in any
single transaction.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.
This Note will be subject to redemption at the option of the Company on any
date on and after the Redemption Commencement Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S. $1,000
or the minimum authorized denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such minimum authorized
denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given no more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Redemption Commencement Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof until the Redemption
Price is 100% of unpaid principal amount to be redeemed. In the event of
redemption of the Note in part only, a new Note of like tenor for the unredeemed
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the Holder hereof upon the presentation and surrender hereof.
<PAGE>
This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S. $1,000 or the minimum
authorized denomination (provided that any remaining principal amount hereof
shall be a minimum authorized denomination), at a repayment price equal to 100%
of the unpaid principal amount to be repaid, together with unpaid interest
accrued thereon to the date fixed for repayment (each, a "Repayment Date"). For
this Note to be repaid, this Note must be received, together with the form
herein entitled "Option to Elect Repayment" duly completed, by the Trustee at
its corporate trust office not more than 60 nor less than 30 calendar days prior
to the Repayment Date. Exercise of such repayment option by the Holder hereof
will be irrevocable. In the event of repayment of this Note in part only, a new
Note of like tenor for the unrepaid portion hereof and otherwise having the same
terms as this Note shall be issued in the name of the Holder hereof upon the
presentation and surrender hereof.
If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus (ii)
with respect to any redemption, the Initial Redemption Percentage (as adjusted
by the Annual Redemption Percentage Reduction, if any) minus 100% multiplied by
the Issue Price specified on the face hereof, net of any portion of such Issue
Price which has been paid prior to the Redemption Date, or the portion of the
Issue Price (or the net amount) proportionate to the portion of the unpaid
principal amount to be redeemed, plus (iii) any accrued interest to the date of
such event the payment of which would constitute qualified stated interest
payments within the meaning of Treasury Regulation 1.1273-1(c) under the
Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized Face
Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the
aggregate portions of the original issue discount (the excess of the amounts
considered as part of the "stated redemption price at maturity" of this Note
within the meaning of Section 1273(a)(2) of the Code, whether denominated as
principal or interest, over the Issue Price) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the Original Issue Date to the date of
determination, minus (iii) any amount considered as part of the "stated
redemption price at maturity" of this Note which has been paid from the Original
Issue Date to the date of determination.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
<PAGE>
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities, on behalf of the Holders of all such
Debt Securities, to waive compliance by the Company with certain provisions of
the Indenture. Furthermore, provisions in the Indenture permit the Holders of
not less than a majority of the aggregate principal amount of the outstanding
Debt Securities, in certain instances, to waive, on behalf of all of the Holders
of Debt Securities of such series, certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and other Notes issued upon the registration of transfer hereof or in
exchange heretofore or in lieu hereof, whether or not notation of such consent
or waiver is made upon the Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by the Holder hereof or by his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT -as tenants by the entireties (Cust)
(Minor)
JT TEN -as joint tenants with rights of under Uniform
Gifts to Minors
survivorship and not as tenants in common Act
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please print or typewrite name and address including postal zip code of
assignee)
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date:
Notice: The signature(s) on this assignment must correspond with the name(s) as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatsoever.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate trust
office, not more than 60 nor less than 30 calendar days prior to the Repayment
Date, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the
Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid: $
Notice: The signature(s) on this Option to Elect Repayment must
Date: correspond with the name(s) as written upon the face of the
within Note in every particular, without alteration or enlargement or any
change whatsoever.
This paragraph applies to Global Securities only.
[FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
REGISTERED No. CUSIP No. PRINCIPAL AMOUNT
FLR-
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY DATE:
OR BASES:
IF LIBOR:
[ ] LIBOR Reuters
[ ] LIBOR Telerate
INDEX CURRENCY:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST RESET DATE:
SPREAD MINIMUM RATE: INTEREST PAYMENT DATE(S):
(PLUS OR MINUS):
SPREAD MULTIPLIER: MAXIMUM RATE: INTEREST RESET DATE(S):
DEFAULT RATE:
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
<PAGE>
COMMENCEMENT PERCENTAGE: PERCENTAGE
DATE: REDUCTION:
OPTIONAL REPAYMENT
DATE(S):
INTEREST CATEGORY: DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note [ ] 30/360 for the
period
[ ] Floating Rate/Fixed Rate Note from
to
Fixed Rate Commencement Date: [ ] Actual/360 for the
period
Fixed Interest Rate: from to
[ ] Inverse Floating Rate Note [ ] Actual/Actual for
the period
Fixed Interest Rate: from to
[ ] Indexed Note Applicable Interest Rate
Basis:
[ ] Original Issue Discount Note
Issue Price: %
SPECIFIED CURRENCY:
[ ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
AUTHORIZED DENOMINATION:
[ ] $1,000 and integral multiples
thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ ] No
OTHER/ADDITIONAL PROVISIONS:
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to, or registered assigns, the principal sum of
on the Stated Maturity Date specified above (or any Redemption Date or Repayment
Date, each as defined on the reverse hereof) (each such Stated Maturity Date,
Redemption Date or Repayment Date being hereinafter referred to as the "Maturity
Date") with respect to the principal repayable on such date) and to pay interest
thereon, at a rate per annum equal to the Initial Interest Rate specified above,
until the Interest Reset Date specified above and thereafter at a rate
determined in accordance with the provisions specified above and on the reverse
hereof with respect to one or more Interest Rate Bases specified above until the
principal hereof is paid or duly made available for payment, and (to the extent
that the payment of such interest shall be legally enforceable) at the Default
Rate per annum specified above on any overdue principal, premium and/or
interest. The Company will pay interest in arrears on each Interest Payment
Date, if any, specified above (each, an "Interest Payment Date"), commencing
with the first Interest Payment Date next succeeding the Original Issue Date
specified above, and on the Maturity Date; provided, however, that if the
-------- -------
Original Issue Date occurs between a Regular Record Date (as defined below) and
the next succeeding Interest Payment Date, interest payments will commence on
the second Interest Payment Date next succeeding the Original Issue Date to the
Holder of this Note on the Regular Record Date with respect to such second
Interest Payment Date.
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for with respect to this Note) to, but excluding, the
applicable Interest Payment Date or the Maturity Date, as the case may be (each,
an "Interest Period"). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the fifteenth
calendar day (whether or not a Market Day, as defined below) immediately
preceding such Interest Payment Date (the "Regular Record Date"); provided,
--------
however, that interest payable on the Maturity Date will be payable to the
---
person to whom the principal hereof and premium, if any, hereon shall be
-
payable. Any such interest not so punctually paid or duly provided for on any
-
Interest Payment Date with respect to this Note ("Defaulted Interest") will
forthwith cease to be payable to the Holder on the Regular Record Date, and
shall be paid to the person in whose name this Note is registered at the close
of business on a special record date (the "Special Record Date") for the payment
of such Defaulted Interest to be fixed by the Trustee hereinafter referred to,
notice whereof shall be given to the Holder of this Note by the Trustee not less
than 10 calendar days prior to such Special Record Date, or shall be paid at any
time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
The "Spread" is the number of basis points specified on the face hereof or
in the applicable Pricing Supplement for this Note as applying to the Interest
Rate Basis on the face hereof or in the applicable Pricing Supplement for this
Note, and the "Spread Multiplier" is the percentage specified on the face hereof
or in the applicable Price Supplement for this Note as applying to the Interest
Rate Basis for this Note.
"Index Maturity" means the period to maturity of the interest or obligation
on which the interest rate formula is based, as specified on the face hereof or
in the applicable Pricing Supplement for this
Note. Unless otherwise provided in the applicable Pricing Supplement for this
Note, The Chase Manhattan Bank will be the calculation agent (the "Calculation
Agent") for this Note.
<PAGE>
"Business Day," as used herein for any particular location, means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in such location are authorized or obligated by law,
regulation or executive order to close.
Payment of principal of (and premium, if any) and any interest in respect
of this Note due on the Maturity Date to be made in U.S. dollars will be made in
immediately available funds upon presentation and surrender of this Note (and,
with respect to any applicable repayment of this Note, a duly completed election
form as contemplated on the reverse hereof) at the Paying Agent Office as the
Company may determine; provided, however, that if such payment is to be made in
-------- -------
a Specified Currency other than U.S. dollars as set forth below, such payment
will be made by wire transfer of immediately available funds to an account with
a bank located in the Principal Financial Center of the country issuing the
Specified Currency (or, for Notes denominated in European Currency Units
("ECUs"), to an ECU account) or other jurisdiction acceptable to the Company and
the Paying Agent as shall have been designated by the Holder hereof at least
five Business Days prior to the Maturity Date, provided that such bank has
appropriate facilities therefor and that this Note (and, if applicable, a duly
completed election form) is presented and surrendered at the aforementioned
Paying Agent Office in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures. Such designation shall be made
by filing the appropriate information with the Paying Agent at the Paying Agent
Office in the City of New York, and, unless revoked, any such designation made
with respect to this Note by its registered Holder will remain in effect with
respect to any further payments with respect to this Note payable to its Holder.
If a payment with respect to this Note cannot be made by wire transfer because
the required designation has not been received by the Paying Agent on or before
the requisite date or for any other reason, a notice will be mailed to the
Holder of this Note at its registered address requesting a designation pursuant
to which such wire transfer can be made and, upon the Paying Agent's receipt of
such a designation, such payment will be made within five Business Days of such
receipt. The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but any tax, assessment or
governmental charge imposed upon payments will be borne by the Holder of this
Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars will be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
Security Register maintained at the Payment Agent Office; provided, however,
-------- -------
that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified above
is other than U.S. dollars, the equivalent thereof in the Specified Currency) or
more in aggregate principal amount of Notes (whether having identical or
different terms and provisions) will be entitled to receive interest payments on
such Interest Payment Date by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Paying Agent not less than five calendar days prior to such Interest Payment
Date. Any such wire transfer instructions received by the Paying Agent shall
remain in effect until revoked by such Holder.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Market Day (as defined below), the required payment of principal, premium,
if any, and/or interest need not be made on such day, but may be made on the
next succeeding Market Day (or, for a LIBOR Note, if such day falls in the next
calendar month, the next preceding Market Day) with the same force and effect as
if made on the date such payment was due, and no interest shall accrue with
respect to such payment for the period from and after such Interest Payment Date
or the Maturity Date, as the case may be, to the date of such payment on the
next succeeding Market Day (or, for a LIBOR Note, if such day falls in the next
calendar month, the next preceding Market Day).
As used herein "Market Day" means:
<PAGE>
(a) for any Note other than a LIBOR Note or a Note the repayment in respect
of which is to be made in a Specified Currency other than U.S. dollars, any
Business Day in the City of New York;
(b) for a LIBOR Note, any day on which dealings in the Index Currency (as
defined below) are transacted in the London interbank market (a "London Banking
Day") which is also a Business Day in the City of New York;
(c) for a Note the payment in respect of which is to be made in a Specified
Currency other than U.S. dollars, any Business Day in the Principal Financial
Center (as defined below) of the country issuing such Specified Currency which
is also a Business Day in the City of New York; and
(d) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in the City of New York that is also not a day that appears as an
ECU non-settlement day on the display designated as "ISDE" on the Reuters
Monitor Money Rates Service (or a day so designated by the ECU Banking
Association) or, if ECU non-settlement days do not appear on that page (and are
not so designated), is not a day on which payments in ECUs cannot be settled in
the international interbank market.
"Principal Financial Center" means the capital city of the country issuing
the Specified Currency in respect of which payment on the Notes is to be made
or, solely with respect to the calculation of LIBOR, of the specified Index
Currency, except that with respect to U.S. dollars, Australian dollars, German
marks, Dutch guilders, Italian lire, Swiss francs and ECUs, the Principal
Financial Center shall be the City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Company is obligated to make payment of principal, premium, if any, and
interest in respect of this Note in the Specified Currency (or, if the Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued the Specified Currency as at the time of such payment is legal tender for
the payment of such debts). If the Specified Currency is other than U.S.
dollars, any such amounts so payable by the Company will be converted by the
Exchange Rate Agent specified above into U.S. dollars for payment to the Holder
of this Note; provided, however, that the Holder of this Note may elect to
-------- -------
receive such amounts in the Specified Currency pursuant to the provisions set
forth below.
Payments of principal of (and premium, if any) and interest on any Note
denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency
Note") will be made in U.S. dollars if the registered Holder of such Note on the
relevant Regular Record Date, or at maturity, as the case may be, has
transmitted a written request for such payment in U.S. dollars to the Paying
Agent at the Paying Agent Office in the City of New York on or before such
Regular Record Date, or the date 15 days before maturity, as the case may be.
Such request may be in writing (mailed or hand delivered) or sent by cable,
telex, or other form of facsimile transmission. Any such request made for any
Note by a registered Holder will remain in effect for any further payments of
principal of (and premium, if any) and interest on such Note payable to such
Holder, unless such request is revoked on or before the relevant Regular Record
Date or the date 15 days before maturity, as the case may be. Holders of
Foreign Currency Notes that are registered in the name of a broker or nominee
should contact such broker or nominee to determine whether and how to elect to
receive payments in U.S. dollars.
<PAGE>
The U.S. dollar amount to be received by a Holder of a Foreign Currency
Note who elects to receive payment in U.S. dollars will be based on the highest
bid quotation in the City of New York received by the Exchange Rate Agent as of
11:00 a.m., New York City time, on the second Market Day next preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent) for the purchase by the quoting dealer of
the Specified Currency for U.S. dollars for settlement on such payment date in
the aggregate amount of the Specified Currency payable to all Holders of Notes
electing to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If three such bid quotations are not available
on the second Market Day preceding the date of payment of principal (and
premium, if any) or interest for any Note, such payment will be made in the
Specified Currency. All currency exchange costs associated with any payment in
U.S. dollars on any such Note will be borne by the Holder thereof by deductions
from such payment.
A Holder of a Foreign Currency Note may elect to receive payment of the
principal of and premium, if any, and interest on such Note in the Specified
Currency by submitting a written request for such payment to the Trustee at its
Corporate Trust Office in the City of New York on or prior to the applicable
record date or at least 15 calendar days prior to the Maturity Date, as the case
may be. Such written request may be mailed or hand-delivered or sent by cable,
telex or other form of facsimile transmission. A Holder of a Foreign Currency
Note may elect to receive payment in the applicable Specified Currency for all
such principal, premium, if any, and interest payments and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the applicable Record
Date or at least 15 calendar days prior to the Maturity Date, as the case may
be. Holders of Foreign Currency Notes whose Notes are to be held in the name
of a broker or nominee should contact such broker or nominee to determine
whether and how an election to receive payments in the applicable Specified
Currency may be made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than ECUs)
is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company or the ECU is used neither as the unit of account of the
European Communities nor as the currency of the European Union, the Company will
be entitled to satisfy its obligations to the Holder of such Note by making such
payment (including any such payment at maturity) in a component currency of the
ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign Currency
Note will be based on the highest bid quotation in the City of New York received
by the Exchange Rate Agent at approximately 11:00 A.M. New York City time, on
the second Market Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent)
selected by the Exchange Rate Agent and approved by the Company for the quoting
dealer of the Specified Currency for U.S. dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders of
Foreign Currency Notes scheduled to receive U.S. dollar payments and at which
the applicable dealer commits to execute a contract. All currency exchange
costs will be borne by the Holder of such Foreign Currency Note by deductions
from such payments. If three such bid quotations are not available, payments
will be made in the Specified Currency.
<PAGE>
If the applicable Specified Currency is not available for the payment of
the principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such payment
in U.S. dollars on the basis of the Market Exchange Rate on the second Market
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise specified in the applicable Pricing Supplement for this Note. The
"Market Exchange Rate" for a Specified Currency other than U.S. dollars means
the noon dollar buying rate in the City of New York for the cable transfer for
such Specified Currency as certified for customs purposes by (or if not so
certified, as otherwise determined by) the Federal Reserve Bank of New York.
If payment in respect of a Foreign Currency Note is required to be made in
any currency unit (e.g., ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company's
control, then the Company will be entitled, but not required, to make any
payments in respect of such Note in U.S. dollars until such currency unit is
again available. The amount of each payment in U.S. dollars shall be computed
on the basis of the equivalent of the currency unit in U.S. dollars, which shall
be determined by the Company or its agent on the following basis. The component
currencies of the currency unit for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts that
were components of the currency unit as of the last day on which the currency
unit was used. The equivalent of the currency unit in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalent of the Component
Currencies. The U.S. dollar equivalent of each of the Component Currencies
shall be determined by the Company or its agent on the basis of the most
recently available Market Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above, in the Addendum hereto, which
further provisions shall have the same force and effect as if set forth on the
face hereof.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be
executed.
WEINGARTEN REALTY INVESTORS
By:
Name:
<PAGE>
Title:
Dated:
<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, as Trustee
By:
Authorized Signatory
<PAGE>
[REVERSE OF NOTE]
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
This Note is one of a duly authorized series of Debt Securities (the "Debt
Securities") of the Company issued and to be issued under an Indenture, dated as
of May 1, 1995, as amended, modified or supplemented from time to time (the
"Indenture"), between the Company and Chase Bank of Texas, National Association,
as Trustee (the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Debt Securities, and of the terms upon which the Debt Securities are, and
are to be, authenticated and delivered. This Note is one of the series of debt
securities designated as "Medium-Term Notes, Series A Due 9 Months or more from
Date of Issue" (the "Notes"). All terms used but not defined in this Note
specified on the face hereof or in an Addendum hereto shall have the meanings
assigned to such terms in the Indenture.
This Note is issuable only in registered form without coupons. Notes
denominated in U.S. dollars will be initially issued in denominations of $1,000
and integral multiples thereof, and Notes denominated in other than U.S. dollars
will be initially issued in denominations of the amount of the Specified
Currency for such Note equivalent, at the noon buying rate for cable transfers
in the City of New York for such Specified Currency (the "Exchange Rate") on the
first Market Day next preceding the date on which the Company accepts the offer
to purchase such Note, to $1,000 and integral multiples thereof (or the
equivalent thereof in the Specified Currency for such Note). Interest rates
offered by the Company with respect to a Note may differ depending upon, among
other things, the aggregate principal amount of the Notes purchased in any
single transaction.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.
This Note will be subject to redemption at the option of the Company on any
date on and after the Redemption Commencement Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S. $1,000
or the minimum authorized denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such minimum authorized
denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given no more than 60 nor less than 15 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Redemption Commencement Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof until the Redemption
Price is 100% of unpaid principal amount to be redeemed. In the event of
redemption of the Note in part only, a new Note of like tenor for the unredeemed
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the Holder hereof upon the presentation and surrender hereof.
<PAGE>
This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S. $1,000 or the minimum
authorized denomination (provided that any remaining principal amount hereof
shall be a minimum authorized denomination), at a repayment price equal to 100%
of the unpaid principal amount to be repaid, together with unpaid interest
accrued thereon to the date fixed for repayment (each, a "Repayment Date"). For
this Note to be repaid, this Note must be received, together with the form
herein entitled "Option to Elect Repayment" duly completed, by the Trustee at
its corporate trust office not more than 60 nor less than 30 calendar days prior
to the Repayment Date. Exercise of such repayment option by the Holder hereof
will be irrevocable. In the event of repayment of this Note in part only, a new
Note of like tenor for the unpaid portion hereof and otherwise having the same
terms as this Note shall be issued in the name of the Holder hereof upon the
presentation and surrender hereof.
If the Interest Category of this Note is as specified on the face hereof an
Original Issue Discount Note, the amount payable to the Holder of this Note in
the event of redemption, repayment or acceleration of maturity will be equal to
(i) the Amortized Face Amount (as defined below) as of the date of such event,
plus (ii) with respect to any redemption, the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any portion
of such Issue Price which has been paid prior to the Redemption Date, or the
portion of the Issue Price (or the net amount) proportionate to the portion of
the unpaid principal amount to be redeemed, plus (iii) any accrued interest to
the date of such event the payment of which would constitute qualified stated
interest payments within the meaning of Treasury Regulation 1.1273-1(c) under
the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized Face
Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the
aggregate portions of the original issue discount (the excess of the amounts
considered as part of the "stated redemption price at maturity" of this Note
within the meaning of Section 1273(a)(2) of the Code, whether denominated as
principal or interest, over the Issue Price) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the Original Issue Date to the date of
determination, minus (iii) any amount considered as part of the "stated
redemption price at maturity" of this Note which has been paid from the Original
Issue Date to the date of determination.
The interest rate borne by this Note will be determined as follows:
(1) Unless the Interest Category of this Note is specified on the face
hereof as a "Floating Rate/Fixed Rate Note," an "Inverse Floating Rate Note," an
"Indexed Note," an Original Issue Discount Note or as having an Addendum
attached, this Note shall be designated as a "Regular Floating Rate Note" and,
except as set forth below or on the face hereof, shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases specified
on the face hereof or in the applicable Pricing Supplement for this Note (a)
plus or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any, in each case as specified on the face hereof. Commencing on
the first Interest Reset Date, the rate at which interest on this Note shall be
payable shall be reset as of each Interest Reset Date specified on the face
hereof; provided, however, that the interest rate in effect for the period, if
-------- -------
any, from the Original Issue Date to the first Interest Reset Date shall be the
Initial Interest Rate.
<PAGE>
(2) If the Interest Category of this Note is specified on the face hereof as
a "Floating Rate/Fixed Rate Note," then, except as set forth below or on
the face hereof, this Note shall bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases specified on the face
hereof or in the applicable Pricing Supplement for this Note (a) plus or minus
the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any.
Commencing on the first Interest Reset Date, the rate at which interest on this
Note shall be payable shall be reset as of each Interest Reset Date; provided,
--------
however, that (y) the interest rate in effect for the period, if any, from the
------
Original Issue Date to the first Interest Reset Date shall be the Initial
Interest Rate and (z) the interest rate in effect for the period commencing on
the Fixed Rate Commencement Date specified on the face hereof to the Maturity
Date shall be the Fixed Interest Rate specified on the face hereof, or, if no
Fixed Interest Rate is specified, the interest rate in effect hereon on the day
immediately preceding the Fixed Rate Commencement Date.
(3) If the Interest Category of this Note is specified on the face hereof as
an "Inverse Floating Rate Note," then, except as set forth below or on the
face hereof, this Note shall bear interest at the Fixed Interest Rate minus the
rate determined by reference to the applicable Interest Rate Basis or Bases
specified on the face hereof or in the applicable Pricing Supplement for this
Note (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any; provided, however, that, unless otherwise specified on the
-------- -------
face hereof, the interest rate hereon shall not be less than zero. Commencing
on the first Interest Reset Date, the rate at which interest on this Note shall
be payable shall be reset as of each Interest Reset Date; provided, however,
-------- -------
that the interest rate in effect for the period, if any, from the Original Issue
Date to the first Interest Reset Date shall be the Initial Interest Rate.
(4) If the Interest Category of this Note is specified on the face hereof as
an "Indexed Note," then, except as set forth below or on the face hereof,
this Note shall bear interest at the rate determined by reference to one or more
currencies (including baskets of currencies), one or more commodities (including
baskets of commodities), one or more securities (including baskets of
securities) and/or any other index (each, an "Index") as set forth in the
Pricing Supplement applicable to this Note. Holders of Indexed Notes may
receive a principal amount at maturity that is greater than or less than the
face amount (but not less than zero) of such Notes depending upon the value at
maturity of the applicable Index. With respect to any Indexed Note, information
as to the methods for determining the principal amount payable at maturity
and/or the amount of interest payable on an Interest Payment Date, as the case
may be, as to any one or more currencies (including baskets of currencies),
commodities (including baskets of commodities), securities (including baskets of
securities) or other indices to which principal or interest is indexed, as to
any additional foreign exchange or other risks or as to any additional tax
considerations may be set forth in the Pricing Supplement applicable to this
Note.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."
<PAGE>
Unless otherwise specified on the face hereof, the rate with respect to
each Interest Rate Basis will be determined in accordance with the applicable
provisions below. Except as set forth above or in the applicable Pricing
Supplement for this Note, the interest rate in effect on each day shall be (i)
if such day is an Interest Reset Date, the interest rate determined as of the
Interest Determination Date (as hereinafter defined) immediately preceding such
Interest Reset Date or (ii) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date. If any Interest Reset Date would
otherwise be a day that is not a Market Day, such Interest Reset Date shall be
postponed to the next succeeding Market Day, except that if LIBOR is an
applicable Interest Rate Basis and such Market Day falls in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
Market Day.
The "Interest Determination Date" with respect to the CD Rate, the CMT
Rate, the Commercial Paper Rate, the Federal Funds Rate and the Prime Rate will
be the second Market Day immediately preceding the applicable Interest Reset
Date. The "Interest Determination Date" with respect to the Eleventh District
Cost of Funds Rate will be the last working day of the month immediately
preceding the applicable Interest Reset Date on which the Federal Home Loan Bank
of San Francisco (the "FHLB of San Francisco") publishes the FHLB Index (as
hereinafter defined). The "Interest Determination Date" with respect to LIBOR
will be the second London Banking Day immediately preceding the applicable
Interest Reset Date. The "Interest Determination Date" with respect to the
Treasury Rate will be the day in the week in which the applicable Interest Reset
Date falls on which Treasury Bills (as defined below) would normally be
auctioned (Treasury Bills are normally sold at an auction held on Monday of each
week, unless that day is a legal holiday, in which case the auction is normally
held on the following Tuesday, except that such auction may be held on the
preceding Friday); provided; however, that if an auction is held on the Friday
-------- -------
of the week preceding the applicable Interest Reset Date, the "Interest
Determination Date" shall be such preceding Friday; and provided, further, that
-------- -------
if an auction shall fall on any Interest Reset Date then the Interest Reset Date
shall instead be the first Market Day following such auction. If the interest
rate of this Note is determined with reference to two or more Interest Rate
Bases specified on the face hereof or in the applicable Pricing Supplement for
this Note, the "Interest Determination Date" pertaining to this Note shall be
the most recent Market Day which is at least two Market Days prior to the
applicable Interest Reset Date on which each Interest Rate Basis is
determinable. Each Interest Rate Basis shall be determined as of such date, and
the applicable interest rate shall take effect on the related Interest Reset
Date.
CD Rate. If an Interest Rate Basis for this Note is specified on the face
--------
hereof as the CD Rate, the CD Rate shall be determined as of the applicable
Interest Determination Date (a "CD Rate Interest Determination Date") as the
rate on such date for negotiable U.S. dollar certificates of deposit having the
specified Index Maturity as published in H.15(519) under the heading "CDs
(Secondary Market)." If such rate is not published before 3:00 p.m., New York
City time, on the relevant Calculation Date, then the CD Rate for such Interest
Reset Date shall be the rate on such CD Rate Interest Determination Date for
negotiable U.S. dollar certificates of deposit having the specified Index
Maturity as published by the Federal Reserve Bank of New York on the Internet,
under the heading "Selected Daily Rates." If by 3:00 p.m., New York City time,
on such Calculation Date such rate is not published either in H.15(519) or by
the Federal Reserve Bank of New York, the CD Rate for such Interest Reset Date
shall be calculated by the Calculation Agent and shall be the arithmetic mean of
the secondary market offered rates, as of 10:00 a.m., New York City time, on
such CD Rate Interest Determination Date, of three leading nonbank dealers of
negotiable U.S. dollar certificates of deposit in the City of New York selected
by the Calculation Agent for negotiable certificates of deposit of major United
States money market banks with a remaining maturity closest to the specified
Index Maturity in a denomination of U.S. $5,000,000; provided, however, that if
-------- -------
fewer than three dealers selected as provided above by the Calculation Agent are
quoting as mentioned in this sentence, the CD Rate for such Interest Reset Date
will be the CD Rate in effect on such CD Rate Interest Determination Date.
<PAGE>
CMT Rate. If an Interest Rate for this Note is specified on the face
---------
hereof as the CMT Rate, the CMT Rate shall be determined as of the applicable
Interest Determination date (a "CMT Rate Interest Determination Date") as the
treasury constant maturity rate for direct obligations of the United States
("Treasury Notes") on the relevant CMT Rate Interest Determination Date for the
relevant Index Maturity as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Constant Maturities." In the event that such
rate is not published by 3:00 p.m., New York City time, on the relevant
Calculation Date, the CMT Rate will be the Bond Equivalent Yield of the
arithmetic mean of the secondary market bid rates as of approximately 3:30 p.m.,
New York City time, on such CMT Rate Interest Determination Date of three
primary United States government securities dealers in the City of New York
selected by the Calculation Agent for the issue of Treasury Notes with a
remaining maturity closest to the specified Index Maturity; provided, however,
that if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the CMT Rate with respect to such
Interest Reset Date will be the CMT Rate in effect on such CMT Rate Interest
Determination Date.
"Bond Equivalent Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
D x N
-------------
Bond Equivalent Yield = 100 x 360 - (D x M)
where "D" refers to the per annum rate for Treasury Notes, quoted on a bank
discount basis and expressed as a decimal; "N" refers to 365 or 366, as the case
may be; and "M" refers to, if the Index Maturity approximately corresponds to
the length of the period for which such rate is being determined, the actual
number of days in such period and, otherwise, the actual number of days in the
period from, and including, the Interest Reset Date to, but excluding, the day
that numerically corresponds to that Interest Reset Date (or, if there is not
any such numerically corresponding day, the last day) in the calendar month that
is the number of months corresponding to the specified Index Maturity after the
month in which that Interest Reset Date occurs.
Commercial Paper Rate. If an Interest Rate Basis for this Note is
-----------------------
specified on the face hereof as the Commercial Paper Rate, the Commercial Paper
---
Rate shall be determined as of the applicable Interest Determination Date (a
"Commercial Paper Rate Interest Determination Date") as the Money Market Yield
(calculated as described below) of the per annum rate (quoted on a bank discount
basis) for the relevant Commercial Paper Rate Interest Determination Date for
commercial paper having the specified Index Maturity as published by the Board
of Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication of the Board of Governors
of the Federal Reserve System ("H.15(519)") under the heading "Commercial
Paper-Nonfinancial." If such rate is not published before 3:00 p.m., New York
City time, on the relevant Calculation Date, then the Commercial Paper Rate for
such Interest Reset Date shall be the Money Market Yield of such rate on such
Commercial Paper Interest Determination Date for commercial paper having the
specified Index Maturity as published by the Federal Reserve Bank of New York on
the Internet, under the heading "Selected Daily Rates." If by 3:00 p.m., New
York City time, on such Calculation Date such rate is not yet published either
in H.15(519) or by the Federal Reserve Bank of New York, the Commercial Paper
Rate for such Interest Reset Date shall be calculated by the Calculation Agent
and shall be the Money Market Yield of the arithmetic mean of the offered per
annum rates (quoted on a bank discount basis), as of 11:00 a.m., New York City
time, on such Commercial Paper Rate Interest Determination Date, of three
leading dealers of U.S. dollar commercial paper in the City of New York (which
may include the Agents) selected by the Calculation Agent for U.S. dollar
commercial paper of the specified Index Maturity placed for a nonfinancial
issuer whose bond rating is "AA," or the equivalent, from a nationally
recognized statistical rating agency; provided, however, that if fewer than
-------- -------
three dealers selected by the Calculation Agent are quoting as mentioned in this
sentence, the Commercial Paper Rate for such Interest Reset Date will be the
Commercial Paper Rate in effect on such Commercial Paper Rate Interest
Determination Date.
<PAGE>
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = 100 x 360 x D
-------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal and "M" refers to the number of days
in the period for which accrued interest is being calculated.
Eleventh District Cost of Funds Rate. If an Interest Rate Basis for this
--------------------------------------
Note is specified on the face hereof as the Eleventh District Cost of Funds
Rate, the Eleventh District Cost of Funds Rate shall be determined as of the
applicable Interest Determination Date (an "Eleventh District Cost of Funds Rate
Interest Determination Date") as the rate equal to the monthly weighted average
cost of funds for the calendar month immediately preceding the month in which
such Eleventh District Cost of Funds Rate Interest Determination Date falls, as
set forth under the caption "11th District" on Telerate Page 7058 as of 11:00
a.m., San Francisco time, on such Eleventh District Cost of Funds Rate Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on such
Eleventh District Cost of Funds Rate Interest Determination Date, then the
Eleventh District Cost of Funds Rate on such Eleventh District Cost of Funds
Rate Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "FHLB Index") by the FHLB of San
Francisco as such cost of funds for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date. If the
FHLB of San Francisco fails to announce the FHLB Index on or prior to such
Eleventh District Cost of Funds Rate Interest Determination Date for the
calendar month immediately preceding such Eleventh District Cost of Funds Rate
Interest Determination Date, the Eleventh District Cost of Funds Rate determined
as of such Eleventh District Cost of Funds Rate Interest Determination Date will
be the Eleventh District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date.
Federal Funds Rate. If an Interest Rate Basis for this Note is specified
--------------------
on the face hereof as the Federal Funds Rate, the Federal Funds Rate shall be
determined as of the applicable Interest Determination Date (a "Federal Funds
Rate Interest Determination Date") as the rate on such date for federal funds as
published in H.15(519) under the heading "Federal Funds (Effective)." If such
rate is not published before 3:00 p.m., New York City time, on the relevant
Calculation Date, then the Federal Funds Rate for such Interest Reset Date will
be the rate on such Federal Funds Rate Interest Determination Date as published
by the Federal Reserve Bank of New York on the Internet under the heading
"Selected Daily Rates." If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not published either in H.15(519) or by the
Federal Reserve Bank of New York, the Federal Funds Rate for such Interest Reset
Date shall be calculated by the Calculation Agent and shall be the arithmetic
mean of the rates, as of 9:00 a.m., New York City time, on such Federal Funds
Rate Interest Determination Date, for the last transaction in overnight federal
funds arranged by three leading brokers of federal funds transactions in the
City of New York selected by the Calculation Agent; provided, however, that if
-------- -------
fewer than three brokers selected by the Calculation Agent are quoting as
mentioned in this sentence, the Federal Funds Rate for such Interest Reset Date
will be the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.
LIBOR. If an Interest Rate Basis for this Note is specified on the face
-----
hereof as LIBOR, LIBOR shall be determined by the Calculation Agent in
accordance with the following provisions:
<PAGE>
(5) With respect to an Interest Determination Date relating to a LIBOR Note
or any Floating Rate Note for which the interest rate is determined with
reference to LIBOR (a "LIBOR Interest Determination Date"), LIBOR will be
either: (a) if "LIBOR Reuters" is specified on the face hereof or in the
applicable Pricing Supplement for this Note, the arithmetic mean of the offered
rates (unless the specified Designated LIBOR Page by its terms provides only for
a single rate, in which case such single rate shall be used) for deposits
in the Index Currency having the Index Maturity designated on the face hereof or
in the applicable Pricing Supplement for this Note, commencing on the second
London Banking Day immediately following such LIBOR Interest Determination Date,
that appear on the Designated LIBOR Page specified on the face hereof or in the
applicable Pricing Supplement for this Note as of 11:00 a.m., London time, on
such LIBOR Interest Determination Date, if at least two such offered rates
appear (unless, as aforesaid, only a single rate is required) on such Designated
LIBOR Page, or (b) if "LIBOR Telerate" is specified on the face hereof or in the
applicable Pricing Supplement for this Note or if neither "LIBOR Reuters" nor
"LIBOR Telerate" is specified as the method for calculating LIBOR, the rate for
deposits in the Index Currency having the Index Maturity designated on the face
hereof or in the applicable Pricing Supplement for this Note, commencing on the
second London Banking Day immediately following such LIBOR Interest
Determination Date that appears on the Designated LIBOR Page specified on the
face hereof or in the applicable Pricing Supplement for this Note as of 11:00
a.m., London time, on such LIBOR Interest Determination Date. If fewer than two
such offered rates appear, or if no such rate appears, as applicable, LIBOR in
respect of the related LIBOR Interest Determination Date will be determined in
accordance with the provisions described in clause (ii) below.
(6) With respect to a LIBOR Interest Determination Date on which fewer than
two offered rates appear, or no rate appears, as the case may be, on the
applicable Designated LIBOR Page as described in clause (i) above, the
Calculation Agent will request the principal London office of each of four major
reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered quotation
for deposits in the Index Currency for the period of the Index Maturity
designated on the face hereof or in the applicable Pricing Supplement for this
Note, commencing on the second London Banking Day immediately following such
LIBOR Interest Determination Date, to prime banks in the London interbank market
at approximately 11:00 a.m., London time, on such LIBOR Interest Determination
Date and in a principal amount that is representative for a single transaction
in such Index Currency in such market at such time. If at least two such
quotations are so provided, LIBOR on such LIBOR Interest Determination Date will
be the arithmetic mean of such quotations. If fewer than two such quotations
are provided, LIBOR determined on such LIBOR Interest Determination Date will be
the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the
applicable Principal Financial Center, on such LIBOR Interest Determination Date
by three major banks in such Principal Financial Center (which may include
affiliates of the Agents) selected by the Calculation Agent, for loans in the
Index Currency to leading European banks, having the Index Maturity designated
on the face hereof or in the applicable Pricing Supplement for this Note and in
a principal amount that is representative for a single transaction in such Index
Currency in such market at such time; provided, however, that if the banks so
-------- -------
selected by the Calculation Agent are not quoting as mentioned in this sentence,
LIBOR determined as of such LIBOR Interest Determination Date will be LIBOR in
effect on such LIBOR Interest Determination Date.
<PAGE>
"Index Currency" means the currency (including composite currencies)
specified on the face hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified on the face hereof or in the
applicable Pricing Supplement for this Note, the Index Currency shall be U.S.
dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified on
the face hereof or in the applicable Pricing Supplement for this Note, the
display on the Reuters Monitor Money Rates Service for the purpose of displaying
the London Interbank rates of major banks for the applicable Index Currency, or
(b) if "LIBOR Telerate" is specified on the face hereof or in the applicable
Pricing Supplement for this Note or neither "LIBOR Reuters" nor "LIBOR Telerate"
is specified as the method for calculating LIBOR, the display on the Dow Jones
Telerate Service for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.
Prime Rate. If an Interest Rate Basis for this Note is specified on the
-----------
face hereof as the Prime Rate, the Prime Rate shall be determined as of the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as the rate on such date as such rate is published in H.15(519) under the
heading "Bank Prime Loan." If such rate is not published before 3:00 p.m., New
York City time, on the relevant Calculation Date, then the Prime Rate for such
Interest Reset Date will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service (or such other page as may
replace the USPRIME1 page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks) ("Reuters Screen
USPRIME1 Page") as such bank's prime rate or base lending rate as in effect for
such Prime Rate Interest Determination Date as quoted on the Reuters Screen
USPRIME1 Page on such Prime Rate Interest Determination Date. If fewer than
four such rates appear on the Reuters Screen USPRIME1 Page on such Prime Rate
Interest Determination Date, the Prime Rate for such Interest Reset Date will be
the arithmetic mean of the prime rates or base lending rates (quoted on the
basis of the actual number of days in the year divided by a 360-day year) as of
the close of business on such Prime Rate Interest Determination Date by four
major money center banks in the City of New York selected by the Calculation
Agent. If fewer than four such quotations are so provided, then the Prime Rate
shall be the arithmetic mean of four prime rates quoted on the basis of the
actual number of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Interest Determination Date as furnished in the City
of New York by the major money center banks, if any, that have provided such
quotations and by as many substitute banks or trust companies as necessary in
order to obtain four such prime rate quotations, provided such substitute banks
or trust companies are organized and doing business under the laws of the United
States, or any State thereof, each having total equity capital of at least $500
million and being subject to supervision or examination by Federal or State
authority, selected by the Calculation Agent to provide such rate or rates;
provided, however, that if the banks or trust companies so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate
determined as of such Prime Rate Interest Determination Date will be the Prime
Rate in effect on such Prime Rate Interest Determination Date.
<PAGE>
Treasury Rate. If an Interest Rate Basis for this Note is specified on the
-------------
face hereof as the Treasury Rate, the Treasury Rate shall be determined as of
the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date") as the rate for the auction on the relevant Treasury Rate
Interest Determination Date of direct obligations of the United States
("Treasury Bills") having the specified Index Maturity as published in H.15(519)
under the heading "U.S. Government Securities/Treasury Bills/Auction Average
(Investment)" or, if not so published by 3:00 p.m., New York City time, on the
relevant Calculation Date, the auction average rate (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as otherwise announced by the United
States Department of the Treasury. If the results of such auction of Treasury
Bills having the specified Index Maturity are not published or reported as
provided above by 3:00 p.m., New York City time, on such Calculation Date, or if
no such auction is held during such week, the Treasury Rate shall be the rate
set forth in H.15(519) for the relevant Treasury Rate Interest Determination
Date for the specified Index Maturity under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market." If such rate is not so published
by 3:00 p.m., New York City time, on the relevant Calculation Date, the Treasury
Rate for such Interest Reset Date shall be calculated by the Calculation Agent
and shall be a yield to maturity (expressed as a bond equivalent, on the basis
of a year of 365 or 366 days, as applicable, and applied on a daily basis) of
the arithmetic mean of the secondary market bid rates as of approximately 3:30
p.m., New York City time, on such Treasury Rate Interest Determination Date, of
three primary United States government securities dealers in the City of New
York selected by the Calculation Agent for the issue of Treasury Bills with a
remaining maturity closest to the specified Index Maturity; provided, however,
-------- -------
that if fewer than three dealers selected as provided above by the Calculation
Agent are quoting as mentioned in this sentence, the Treasury Rate for such
Interest Reset Date will be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Rate, if any, or less than the Minimum Rate, if any,
specified on the face hereof. The interest rate on this Note will in no event
be higher than the maximum rate permitted by New York law, as the same may be
modified by United States law of general application.
The Calculation Agent shall calculate the interest rate hereon in
accordance with the foregoing on or before each Calculation Date. The
"Calculation Date," if applicable, pertaining to an Interest Determination Date
will be the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if any such day is not a Market Day, the next succeeding
Market Day and (ii) the Market Day immediately preceding the applicable Interest
Payment Date or the date of maturity, as the case may be.
At the request of the Holder hereof, the Calculation Agent will provide to
the Holder hereof the interest rate hereon then in effect and, if determined,
the interest rate which will become effective as a result of a determination
made for the next succeeding Interest Reset Date.
Accrued interest hereon shall be an amount calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the applicable Interest Period. Unless otherwise specified as the Day Count
Convention on the face hereof, the interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis
or by the actual number of days in the year if the CMT Rate or the Treasury Rate
is an applicable Interest Rate Basis. Unless otherwise specified as the Day
Count Convention on the face hereof, the interest factor for this Note, if the
interest rate is calculated with reference to two or more Interest Rate Bases,
shall be calculated in each period in the same manner as if only the applicable
Interest Rate Basis specified on the face hereof applied.
All percentages resulting from any calculation on this Note shall be
rounded upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point and all U.S. dollar amounts used in or resulting from such
calculation on this Note shall be rounded to the nearest cent (with one-half
cent being rounded upwards) and, in the case of a Specified Currency other than
U.S. dollars, to the nearest unit (with one-half unit being rounded upwards).
<PAGE>
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities, on behalf of the Holders of all such
Debt Securities, to waive compliance by the Company with certain provisions of
the Indenture. Furthermore, provisions in the Indenture permit the Holders of
not less than a majority of the aggregate principal amount of the outstanding
Debt Securities, in certain instances, to waive, on behalf of all of the Holders
of Debt Securities of such series, certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and other Notes issued upon the registration of transfer hereof or in
exchange heretofore or in lieu hereof, whether or not notation of such consent
or waiver is made upon the Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by the Holder hereof or by his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
<PAGE>
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - _______Custodian______
TEN ENT -as tenants by the entireties (Cust)
(Minor)
JT TEN -as joint tenants with rights of under Uniform
Gifts to Minors
survivorship and not as tenants in common Act
_____________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please print or typewrite name and address including postal zip code of
assignee)
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date: _______________________________________________
Notice: The signature(s) on this assignment must correspond with the name(s) as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatsoever.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the undersigned, at
________________________________________.
_
___________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate trust
office, not more than 60 nor less than 30 calendar days prior to the Repayment
Date, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the
Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid: $
Notice: The signature(s) on this Option to Elect Repayment must
Date: correspond with the name(s) as written upon the face of the
within Note in every particular, without alteration
or enlargement or any change whatsoever.
This paragraph applies to Global Securities only.
[FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
THE COMPANY AGREES, AND THE HOLDER OF THIS NOTE, BY ACCEPTING THIS NOTE, AGREES,
THAT THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED IN RIGHT OF
PAYMENT, TO THE EXTENT AND IN THE MANNER PROVIDED IN ARTICLE SIXTEEN OF THE
INDENTURE GOVERNING THIS NOTE, TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR DEBT
(AS DEFINED IN SUCH INDENTURE) AND THAT THE SUBORDINATION IS FOR THE BENEFIT OF
THE HOLDERS OF SENIOR DEBT.
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR - _________________ _________ ___________________
WEINGARTEN REALTY INVESTORS
SUBORDINATED MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: % STATED MATURITY
DATE:
-----
INTEREST PAYMENT DATE(S): RECORD DATE(S): DEFAULT RATE:
---------------- --------------
[ ]and [ ]and
[ ] Other: [ ] Other:
------------
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE REDUCTION:
DATE:
OPTIONAL REPAYMENT
DATE(S):
[ ] Check if an Original Issue
Discount Note Issue Price: %
SPECIFIED CURRENCY:
[ ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
AUTHORIZED DENOMINATION:
[ ] $1,000 and integral multiples thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ ] No
OTHER/ADDITIONAL PROVISIONS:
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to, or registered assigns, the principal sum of
$, on the Stated Maturity Date specified above (or any Redemption Date or
Repayment Date, each as defined on the reverse hereof) (each such Stated
Maturity Date, Redemption Date or Repayment Date being hereinafter referred to
as the "Maturity Date" with respect to the principal repayable on such date) and
to pay interest thereon, at the Interest Rate per annum specified above, until
the principal hereof is paid or duly made available for payment, and (to the
extent that the payment of such interest shall be legally enforceable) at the
Default Rate per annum specified above on any overdue principal, premium and/or
interest. The Company will pay interest in arrears on each Interest Payment
Date, if any, specified above (each, an "Interest Payment Date"), commencing
with the first Interest Payment Date next succeeding the Original Issue Date
specified above, and on the Maturity Date; provided, however, that if the
-------- -------
Original Issue Date occurs between a Regular Record Date (as defined below) and
the next succeeding Interest Payment Date, interest payments will commence on
the second Interest Payment Date next succeeding the Original Issue Date to the
Holder of this Note on the Regular Record Date with respect to such second
Interest Payment Date. Interest on this Note will be computed on the basis of a
360-day year of twelve 30-day months.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for with respect to this Note) to, but excluding, the
applicable Interest Payment Date or the Maturity Date, as the case may be (each,
an "Interest Period"). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the March 1 and
September 1 next preceding the March 15 and September 15 (whether or not a
Market Day, as defined below) Interest Payment Dates (the "Regular Record
Date"); provided, however, that interest payable on the Maturity Date will be
-------- -------
payable to the person to whom the principal hereof and premium, if any, hereon
shall be payable. Any such interest not so punctually paid or duly provided for
on any Interest Payment Date with respect to this Note ("Defaulted Interest")
will forthwith cease to be payable to the Holder on the Regular Record Date, and
shall be paid to the person in whose name this Note is registered at the close
of business on a special record date (the "Special Record Date") for the payment
of such Defaulted Interest to be fixed by the Trustee hereinafter referred to,
notice whereof shall be given to the Holder of this Note by the Trustee not less
than 10 calendar days prior to such Special Record Date, or shall be paid at any
time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
"Business Day," as used herein for any particular location, means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in such location are authorized or obligated by law or
executive order to close.
<PAGE>
Payment of principal of (and premium, if any) and any interest in respect
of this Note due on the Maturity Date to be made in U.S. dollars will be made in
immediately available funds upon presentation and surrender of this Note (and,
with respect to any applicable repayment of this Note, a duly completed election
form as contemplated on the reverse hereof) at the Paying Agent Office as the
Company may determine; provided, however, that if such payment is to be made in
-------- -------
a Specified Currency other than U.S. dollars as set forth below, such payment
will be made by wire transfer of immediately available funds to an account with
a bank located in the Principal Financial Center of the country issuing the
Specified Currency (or, for Notes denominated in European Currency Units
("ECUs"), to an ECU account) or other jurisdiction acceptable to the Company and
the Paying Agent as shall have been designated by the Holder hereof at least
five Business Days prior to the Maturity Date, provided that such bank has
appropriate facilities therefor and that this Note (and, if applicable, a duly
completed election form) is presented and surrendered at the aforementioned
Paying Agent Office in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures. Such designation shall be made
by filing the appropriate information with the Paying Agent at the Paying Agent
Office in the City of New York, and, unless revoked, any such designation made
with respect to this Note by its registered Holder will remain in effect with
respect to any further payments with respect to this Note payable to its Holder.
If a payment with respect to this Note cannot be made by wire transfer because
the required designation has not been received by the Paying Agent on or before
the requisite date or for any other reason, a notice will be mailed to the
Holder of this Note at its registered address requesting a designation pursuant
to which such wire transfer can be made and, upon the Paying Agent's receipt of
such a designation, such payment will be made within five Business Days of such
receipt. The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but any tax, assessment or
governmental charge imposed upon payments will be borne by the Holder of this
Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars will be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
Security Register maintained at the Payment Agent Office; provided, however,
-------- -------
that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified above
is other than U.S. dollars, the equivalent thereof in the Specified Currency) or
more in aggregate principal amount of Notes (whether having identical or
different terms and provisions) will be entitled to receive interest payments on
such Interest Payment Date by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Paying Agent not less than five calendar days prior to such Interest Payment
Date. Any such wire transfer instructions received by the Paying Agent shall
remain in effect until revoked by such Holder.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Market Day (as defined below), the required payment of principal, premium,
if any, and/or interest need not be made on such day, but may be made on the
next succeeding Market Day with the same force and effect as if made on the date
such payment was due, and no interest shall accrue with respect to such payment
for the period from and after such Interest Payment Date or the Maturity Date,
as the case may be, to the date of such payment on the next succeeding Market
Day.
As used herein "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which is to
be made in a Specified Currency other than U.S. dollars, any Business Day in the
City of New York;
(b) for a Note the payment in respect of which is to be made in a Specified
Currency other than U.S. dollars, any Business Day in the Principal Financial
Center (as defined below) of the country issuing such Specified Currency which
is also a Business Day in the City of New York; and
<PAGE>
(c) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in the City of New York that is also not a day that appears as an
ECU non-settlement day on the display designated as "ISDE" on the Reuters
Monitor Money Rates Service (or a day so designated by the ECU Banking
Association) or, if the ECU non-settlement days do not appear on that page (and
are not so designated), is not a day on which payments in ECUs cannot be settled
in the international interbank market).
"Principal Financial Center" means the capital city of the country issuing
the Specified Currency in respect of which payment on the Notes is to be made,
except that with respect to U.S. dollars, Australian dollars, German marks,
Dutch guilders, Italian lire, Swiss francs and ECUs, the Principal Financial
Center shall be the City of New York, Sydney, Frankfurt, Amsterdam, Milan,
Zurich and Luxembourg, respectively.
The Company is obligated to make payment of principal, premium, if any, and
interest in respect of this Note in the Specified Currency (or, if the Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued the Specified Currency as at the time of such payment is legal tender for
the payment of such debts). If the Specified Currency is other than U.S.
dollars, any such amounts so payable by the Company will be converted by the
Exchange Rate Agent specified above into U.S. dollars for payment to the Holder
of this Note; provided, however, that the Holder of this Note may elect to
-------- -------
receive such amounts in the Specified Currency pursuant to the provisions set
forth below.
Payments of principal of (and premium, if any) and interest on any Note
denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency
Note") will be made in U.S. dollars if the registered Holder of such Note on the
relevant Regular Record Date, or at maturity, as the case may be, has
transmitted a written request for such payment in U.S. dollars to the Paying
Agent at the Paying Agent Office in the City of New York on or before such
Regular Record Date, or the date 15 days before maturity, as the case may be.
Such request may be in writing (mailed or hand delivered) or sent by cable,
telex, or other form of facsimile transmission. Any such request made for any
Note by a registered Holder will remain in effect for any further payments of
principal of (and premium, if any) and interest on such Note payable to such
Holder, unless such request is revoked on or before the relevant Regular Record
Date or the date 15 days before maturity, as the case may be. Holders of Notes
denominated in a Specified Currency other than U.S. dollars that are registered
in the name of a broker or nominee should contact such broker or nominee to
determine whether and how to elect to receive payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign Currency
Note who elects to receive payment in U.S. dollars will be based on the highest
bid quotation in the City of New York received by the Exchange Rate Agent as of
11:00 a.m., New York City time, on the second Market Day next preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent) for the purchase by the quoting dealer of
the Specified Currency for U.S. dollars for settlement on such payment date in
the aggregate amount of the Specified Currency payable to all Holders of Notes
electing to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If three such bid quotations are not available
on the second Market Day preceding the date of payment of principal (and
premium, if any) or interest for any Note, such payment will be made in the
Specified Currency. All currency exchange costs associated with any payment in
U.S. dollars on any such Note will be borne by the Holder thereof by deductions
from such payment.
<PAGE>
A Holder of a Foreign Currency Note may elect to receive payment of the
principal of and premium, if any, and interest on such Note in the Specified
Currency by submitting a written request for such payment to the Trustee at its
Corporate Trust Office in the City of New York on or prior to the applicable
record date or at least 15 calendar days prior to the Maturity Date, as the case
may be. Such written request may be mailed or hand-delivered or sent by cable,
telex or other form of facsimile transmission. A Holder of a Foreign Currency
Note may elect to receive payment in the applicable Specified Currency for all
such principal, premium, if any, and interest payments and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the applicable Record
Date or at least 15 calendar days prior to the Maturity Date, as the case may
be. Holders of Foreign Currency Notes whose Notes are to be held in the name
of a broker or nominee should contact such broker or nominee to determine
whether and how an election to receive payments in the applicable Specified
Currency may be made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than ECUs)
is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company or the ECU is used neither as the unit of account of the
European Communities nor as the currency of the European Union, the Company will
be entitled to satisfy its obligations to the Holder of such Note by making such
payment (including any such payment at maturity) in a component currency of the
ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign Currency
Note will be based on the highest bid quotation in the City of New York received
by the Exchange Rate Agent at approximately 11:00 A.M. New York City time, on
the second Market Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent)
selected by the Exchange Rate Agent and approved by the Company for the quoting
dealer of the Specified Currency for U.S. dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders of
Foreign Currency Notes scheduled to receive U.S. dollar payments and at which
the applicable dealer commits to execute a contract. All currency exchange
costs will be borne by the Holder of such Foreign Currency Note by deductions
from such payments. If three such bid quotations are not available, payments
will be made in the Specified Currency.
If the applicable Specified Currency is not available for the payment of
the principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such payment
in U.S. dollars on the basis of the Market Exchange Rate on the second Market
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise specified in the applicable Pricing Supplement. The "Market
Exchange Rate" for a Specified Currency other than U.S. dollars means the noon
dollar buying rate in the City of New York for the cable transfer for such
Specified Currency as certified for customs purposes by (or if not so certified,
as otherwise determined by) the Federal Reserve Bank of New York.
<PAGE>
If payment in respect of a Foreign Currency Note is required to be made in
any currency unit (e.g., ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company's
control, then the Company will be entitled, but not required, to make any
payments in respect of such Note in U.S. dollars until such currency unit is
again available. The amount of each payment in U.S. dollars shall be computed
on the basis of the equivalent of the currency unit in U.S. dollars, which shall
be determined by the Company or its agent on the following basis. The component
currencies of the currency unit for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts that
were components of the currency unit as of the last day on which the currency
unit was used. The equivalent of the currency unit in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalent of the Component
Currencies. The U.S. dollar equivalent of each of the Component Currencies
shall be determined by the Company or its agent on the basis of the most
recently available Market Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above, in the Addendum hereto, which
further provisions shall have the same force and effect as if set forth on the
face hereof.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be
executed.
WEINGARTEN REALTY INVESTORS
By:
Name:
Title:
Dated:
<PAGE>
<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, as Trustee
By:
Authorized Signatory
<PAGE>
[REVERSE OF NOTE]
WEINGARTEN REALTY INVESTORS
SUBORDINATED MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the "Debt
Securities") of the Company issued and to be issued under an Indenture, dated as
of May 1, 1995, as amended, modified or supplemented from time to time (the
"Indenture"), between the Company and Chase Bank of Texas, National Association,
as Trustee (the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Debt Securities, and of the terms upon which the Debt Securities are, and
are to be, authenticated and delivered. This Note is one of the series of debt
securities designated as "Medium-Term Notes, Series A Due 9 Months or more from
Date of Issue" (the "Notes"). All terms used but not defined in this Note
specified on the face hereof or in an Addendum hereto shall have the meanings
assigned to such terms in the Indenture.
This Note is issuable only in registered form without coupons. Notes
denominated in U.S. dollars will be initially issued in denominations of $1,000
and integral multiples thereof, and Notes denominated in other than U.S. dollars
will be initially issued in denominations of the amount of the Specified
Currency for such Note equivalent, at the noon buying rate for cable transfers
in the City of New York for such Specified Currency (the "Exchange Rate") on the
first Market Day next preceding the date on which the Company accepts the offer
to purchase such Note, to $1,000 and integral multiples thereof (or the
equivalent thereof in the Specified Currency for such Note). Interest rates
offered by the Company with respect to a Note may differ depending upon, among
other things, the aggregate principal amount of the Notes purchased in any
single transaction.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.
This Note will be subject to redemption at the option of the Company on any
date on and after the Redemption Commencement Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S. $1,000
or the minimum authorized denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such minimum authorized
denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given no more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Redemption Commencement Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof until the Redemption
Price is 100% of unpaid principal amount to be redeemed. In the event of
redemption of the Note in part only, a new Note of like tenor for the unredeemed
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the Holder hereof upon the presentation and surrender hereof.
<PAGE>
This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S. $1,000 or the minimum
authorized denomination (provided that any remaining principal amount hereof
shall be a minimum authorized denomination), at a repayment price equal to 100%
of the unpaid principal amount to be repaid, together with unpaid interest
accrued thereon to the date fixed for repayment (each, a "Repayment Date"). For
this Note to be repaid, this Note must be received, together with the form
herein entitled "Option to Elect Repayment" duly completed, by the Trustee at
its corporate trust office not more than 60 nor less than 30 calendar days prior
to the Repayment Date. Exercise of such repayment option by the Holder hereof
will be irrevocable. In the event of repayment of this Note in part only, a new
Note of like tenor for the unrepaid portion hereof and otherwise having the same
terms as this Note shall be issued in the name of the Holder hereof upon the
presentation and surrender hereof.
If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus (ii)
with respect to any redemption, the Initial Redemption Percentage (as adjusted
by the Annual Redemption Percentage Reduction, if any) minus 100% multiplied by
the Issue Price specified on the face hereof, net of any portion of such Issue
Price which has been paid prior to the Redemption Date, or the portion of the
Issue Price (or the net amount) proportionate to the portion of the unpaid
principal amount to be redeemed, plus (iii) any accrued interest to the date of
such event the payment of which would constitute qualified stated interest
payments within the meaning of Treasury Regulation 1.1273-1(c) under the
Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized Face
Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the
aggregate portions of the original issue discount (the excess of the amounts
considered as part of the "stated redemption price at maturity" of this Note
within the meaning of Section 1273(a)(2) of the Code, whether denominated as
principal or interest, over the Issue Price) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the Original Issue Date to the date of
determination, minus (iii) any amount considered as part of the "stated
redemption price at maturity" of this Note which has been paid from the Original
Issue Date to the date of determination.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
<PAGE>
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities, on behalf of the Holders of all such
Debt Securities, to waive compliance by the Company with certain provisions of
the Indenture. Furthermore, provisions in the Indenture permit the Holders of
not less than a majority of the aggregate principal amount of the outstanding
Debt Securities, in certain instances, to waive, on behalf of all of the Holders
of Debt Securities of such series, certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and other Notes issued upon the registration of transfer hereof or in
exchange heretofore or in lieu hereof, whether or not notation of such consent
or waiver is made upon the Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by the Holder hereof or by his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT -as tenants by the entireties (Cust)
(Minor)
JT TEN -as joint tenants with rights of under Uniform
Gifts to Minors
survivorship and not as tenants in common Act
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please print or typewrite name and address including postal zip code of
assignee)
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date:
Notice: The signature(s) on this assignment must correspond with the name(s) as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatsoever.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate trust
office, not more than 60 nor less than 30 calendar days prior to the Repayment
Date, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the
Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid: $
Notice: The signature(s) on this Option to Elect Repayment must
Date: correspond with the name(s) as written upon the face of the
within Note in every particular, without alteration or enlargement or any change
whatsoever.
This paragraph applies to Global Securities only.
[FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
THE COMPANY AGREES, AND THE HOLDER OF THIS NOTE, BY ACCEPTING THIS NOTE, AGREES,
THAT THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED IN RIGHT OF
PAYMENT, TO THE EXTENT AND IN THE MANNER PROVIDED IN ARTICLE SIXTEEN OF THE
INDENTURE GOVERNING THIS NOTE, TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR DEBT
(AS DEFINED IN SUCH INDENTURE) AND THAT THE SUBORDINATION IS FOR THE BENEFIT OF
THE HOLDERS OF SENIOR DEBT.
REGISTERED No. CUSIP No. PRINCIPAL AMOUNT
FLR-
WEINGARTEN REALTY INVESTORS
SUBORDINATED MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY DATE:
OR BASES:
IF LIBOR:
[ ] LIBOR Reuters
[ ] LIBOR Telerate
INDEX CURRENCY:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST RESET DATE:
SPREAD MINIMUM RATE: INTEREST PAYMENT DATE(S):
(PLUS OR MINUS):
<PAGE>
SPREAD MULTIPLIER: MAXIMUM RATE: INTEREST RESET DATE(S):
DEFAULT RATE:
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE
DATE: REDUCTION:
OPTIONAL REPAYMENT
DATE(S):
INTEREST CATEGORY: DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note [ ] 30/360 for the
period
[ ] Floating Rate/Fixed Rate Note from
to
Fixed Rate Commencement Date: [ ] Actual/360 for the
period
Fixed Interest Rate: from to
[ ] Inverse Floating Rate Note [ ] Actual/Actual for
the period
Fixed Interest Rate: from to
[ ] Indexed Note Applicable Interest Rate
Basis:
[ ] Original Issue Discount Note
Issue Price: %
SPECIFIED CURRENCY:
[ ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
AUTHORIZED DENOMINATION:
[ ] $1,000 and integral multiples
thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ ] No
OTHER/ADDITIONAL PROVISIONS:
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to, or registered assigns, the principal sum of
on the Stated Maturity Date specified above (or any Redemption Date or Repayment
Date, each as defined on the reverse hereof) (each such Stated Maturity Date,
Redemption Date or Repayment Date being hereinafter referred to as the "Maturity
Date") with respect to the principal repayable on such date) and to pay interest
thereon, at a rate per annum equal to the Initial Interest Rate specified above,
until the Interest Reset Date specified above and thereafter at a rate
determined in accordance with the provisions specified above and on the reverse
hereof with respect to one or more Interest Rate Bases specified above until the
principal hereof is paid or duly made available for payment, and (to the extent
that the payment of such interest shall be legally enforceable) at the Default
Rate per annum specified above on any overdue principal, premium and/or
interest. The Company will pay interest in arrears on each Interest Payment
Date, if any, specified above (each, an "Interest Payment Date"), commencing
with the first Interest Payment Date next succeeding the Original Issue Date
specified above, and on the Maturity Date; provided, however, that if the
-------- -------
Original Issue Date occurs between a Regular Record Date (as defined below) and
the next succeeding Interest Payment Date, interest payments will commence on
the second Interest Payment Date next succeeding the Original Issue Date to the
Holder of this Note on the Regular Record Date with respect to such second
Interest Payment Date.
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for with respect to this Note) to, but excluding, the
applicable Interest Payment Date or the Maturity Date, as the case may be (each,
an "Interest Period"). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the fifteenth
calendar day (whether or not a Market Day, as defined below) immediately
preceding such Interest Payment Date (the "Regular Record Date"); provided,
--------
however, that interest payable on the Maturity Date will be payable to the
---
person to whom the principal hereof and premium, if any, hereon shall be
-
payable. Any such interest not so punctually paid or duly provided for on any
-
Interest Payment Date with respect to this Note ("Defaulted Interest") will
forthwith cease to be payable to the Holder on the Regular Record Date, and
shall be paid to the person in whose name this Note is registered at the close
of business on a special record date (the "Special Record Date") for the payment
of such Defaulted Interest to be fixed by the Trustee hereinafter referred to,
notice whereof shall be given to the Holder of this Note by the Trustee not less
than 10 calendar days prior to such Special Record Date, or shall be paid at any
time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
The "Spread" is the number of basis points specified on the face hereof or
in the applicable Pricing Supplement for this Note as applying to the Interest
Rate Basis on the face hereof or in the applicable Pricing Supplement for this
Note, and the "Spread Multiplier" is the percentage specified on the face hereof
or in the applicable Price Supplement for this Note as applying to the Interest
Rate Basis for this Note.
"Index Maturity" means the period to maturity of the interest or obligation
on which the interest rate formula is based, as specified on the face hereof or
in the applicable Pricing Supplement for this
Note. Unless otherwise provided in the applicable Pricing Supplement for this
Note, The Chase Manhattan Bank will be the calculation agent (the "Calculation
Agent") for this Note.
<PAGE>
"Business Day," as used herein for any particular location, means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in such location are authorized or obligated by law,
regulation or executive order to close.
Payment of principal of (and premium, if any) and any interest in respect
of this Note due on the Maturity Date to be made in U.S. dollars will be made in
immediately available funds upon presentation and surrender of this Note (and,
with respect to any applicable repayment of this Note, a duly completed election
form as contemplated on the reverse hereof) at the Paying Agent Office as the
Company may determine; provided, however, that if such payment is to be made in
-------- -------
a Specified Currency other than U.S. dollars as set forth below, such payment
will be made by wire transfer of immediately available funds to an account with
a bank located in the Principal Financial Center of the country issuing the
Specified Currency (or, for Notes denominated in European Currency Units
("ECUs"), to an ECU account) or other jurisdiction acceptable to the Company and
the Paying Agent as shall have been designated by the Holder hereof at least
five Business Days prior to the Maturity Date, provided that such bank has
appropriate facilities therefor and that this Note (and, if applicable, a duly
completed election form) is presented and surrendered at the aforementioned
Paying Agent Office in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures. Such designation shall be made
by filing the appropriate information with the Paying Agent at the Paying Agent
Office in the City of New York, and, unless revoked, any such designation made
with respect to this Note by its registered Holder will remain in effect with
respect to any further payments with respect to this Note payable to its Holder.
If a payment with respect to this Note cannot be made by wire transfer because
the required designation has not been received by the Paying Agent on or before
the requisite date or for any other reason, a notice will be mailed to the
Holder of this Note at its registered address requesting a designation pursuant
to which such wire transfer can be made and, upon the Paying Agent's receipt of
such a designation, such payment will be made within five Business Days of such
receipt. The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but any tax, assessment or
governmental charge imposed upon payments will be borne by the Holder of this
Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars will be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
Security Register maintained at the Payment Agent Office; provided, however,
-------- -------
that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified above
is other than U.S. dollars, the equivalent thereof in the Specified Currency) or
more in aggregate principal amount of Notes (whether having identical or
different terms and provisions) will be entitled to receive interest payments on
such Interest Payment Date by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Paying Agent not less than five calendar days prior to such Interest Payment
Date. Any such wire transfer instructions received by the Paying Agent shall
remain in effect until revoked by such Holder.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Market Day (as defined below), the required payment of principal, premium,
if any, and/or interest need not be made on such day, but may be made on the
next succeeding Market Day (or, for a LIBOR Note, if such day falls in the next
calendar month, the next preceding Market Day) with the same force and effect as
if made on the date such payment was due, and no interest shall accrue with
respect to such payment for the period from and after such Interest Payment Date
or the Maturity Date, as the case may be, to the date of such payment on the
next succeeding Market Day (or, for a LIBOR Note, if such day falls in the next
calendar month, the next preceding Market Day).
As used herein "Market Day" means:
<PAGE>
(a) for any Note other than a LIBOR Note or a Note the repayment in respect
of which is to be made in a Specified Currency other than U.S. dollars, any
Business Day in the City of New York;
(b) for a LIBOR Note, any day on which dealings in the Index Currency (as
defined below) are transacted in the London interbank market (a "London Banking
Day") which is also a Business Day in the City of New York;
(c) for a Note the payment in respect of which is to be made in a Specified
Currency other than U.S. dollars, any Business Day in the Principal Financial
Center (as defined below) of the country issuing such Specified Currency which
is also a Business Day in the City of New York; and
(d) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in the City of New York that is also not a day that appears as an
ECU non-settlement day on the display designated as "ISDE" on the Reuters
Monitor Money Rates Service (or a day so designated by the ECU Banking
Association) or, if ECU non-settlement days do not appear on that page (and are
not so designated), is not a day on which payments in ECUs cannot be settled in
the international interbank market.
"Principal Financial Center" means the capital city of the country issuing
the Specified Currency in respect of which payment on the Notes is to be made
or, solely with respect to the calculation of LIBOR, of the specified Index
Currency, except that with respect to U.S. dollars, Australian dollars, German
marks, Dutch guilders, Italian lire, Swiss francs and ECUs, the Principal
Financial Center shall be the City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Company is obligated to make payment of principal, premium, if any, and
interest in respect of this Note in the Specified Currency (or, if the Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued the Specified Currency as at the time of such payment is legal tender for
the payment of such debts). If the Specified Currency is other than U.S.
dollars, any such amounts so payable by the Company will be converted by the
Exchange Rate Agent specified above into U.S. dollars for payment to the Holder
of this Note; provided, however, that the Holder of this Note may elect to
-------- -------
receive such amounts in the Specified Currency pursuant to the provisions set
forth below.
Payments of principal of (and premium, if any) and interest on any Note
denominated in a Specified Currency other than U.S. dollars (a "Foreign Currency
Note") will be made in U.S. dollars if the registered Holder of such Note on the
relevant Regular Record Date, or at maturity, as the case may be, has
transmitted a written request for such payment in U.S. dollars to the Paying
Agent at the Paying Agent Office in the City of New York on or before such
Regular Record Date, or the date 15 days before maturity, as the case may be.
Such request may be in writing (mailed or hand delivered) or sent by cable,
telex, or other form of facsimile transmission. Any such request made for any
Note by a registered Holder will remain in effect for any further payments of
principal of (and premium, if any) and interest on such Note payable to such
Holder, unless such request is revoked on or before the relevant Regular Record
Date or the date 15 days before maturity, as the case may be. Holders of
Foreign Currency Notes that are registered in the name of a broker or nominee
should contact such broker or nominee to determine whether and how to elect to
receive payments in U.S. dollars.
<PAGE>
The U.S. dollar amount to be received by a Holder of a Foreign Currency
Note who elects to receive payment in U.S. dollars will be based on the highest
bid quotation in the City of New York received by the Exchange Rate Agent as of
11:00 a.m., New York City time, on the second Market Day next preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent) for the purchase by the quoting dealer of
the Specified Currency for U.S. dollars for settlement on such payment date in
the aggregate amount of the Specified Currency payable to all Holders of Notes
electing to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If three such bid quotations are not available
on the second Market Day preceding the date of payment of principal (and
premium, if any) or interest for any Note, such payment will be made in the
Specified Currency. All currency exchange costs associated with any payment in
U.S. dollars on any such Note will be borne by the Holder thereof by deductions
from such payment.
A Holder of a Foreign Currency Note may elect to receive payment of the
principal of and premium, if any, and interest on such Note in the Specified
Currency by submitting a written request for such payment to the Trustee at its
Corporate Trust Office in the City of New York on or prior to the applicable
record date or at least 15 calendar days prior to the Maturity Date, as the case
may be. Such written request may be mailed or hand-delivered or sent by cable,
telex or other form of facsimile transmission. A Holder of a Foreign Currency
Note may elect to receive payment in the applicable Specified Currency for all
such principal, premium, if any, and interest payments and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the applicable Record
Date or at least 15 calendar days prior to the Maturity Date, as the case may
be. Holders of Foreign Currency Notes whose Notes are to be held in the name
of a broker or nominee should contact such broker or nominee to determine
whether and how an election to receive payments in the applicable Specified
Currency may be made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than ECUs)
is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company or the ECU is used neither as the unit of account of the
European Communities nor as the currency of the European Union, the Company will
be entitled to satisfy its obligations to the Holder of such Note by making such
payment (including any such payment at maturity) in a component currency of the
ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign Currency
Note will be based on the highest bid quotation in the City of New York received
by the Exchange Rate Agent at approximately 11:00 A.M. New York City time, on
the second Market Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent)
selected by the Exchange Rate Agent and approved by the Company for the quoting
dealer of the Specified Currency for U.S. dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders of
Foreign Currency Notes scheduled to receive U.S. dollar payments and at which
the applicable dealer commits to execute a contract. All currency exchange
costs will be borne by the Holder of such Foreign Currency Note by deductions
from such payments. If three such bid quotations are not available, payments
will be made in the Specified Currency.
<PAGE>
If the applicable Specified Currency is not available for the payment of
the principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such payment
in U.S. dollars on the basis of the Market Exchange Rate on the second Market
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise specified in the applicable Pricing Supplement for this Note. The
"Market Exchange Rate" for a Specified Currency other than U.S. dollars means
the noon dollar buying rate in the City of New York for the cable transfer for
such Specified Currency as certified for customs purposes by (or if not so
certified, as otherwise determined by) the Federal Reserve Bank of New York.
If payment in respect of a Foreign Currency Note is required to be made in
any currency unit (e.g., ECU), and such currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company's
control, then the Company will be entitled, but not required, to make any
payments in respect of such Note in U.S. dollars until such currency unit is
again available. The amount of each payment in U.S. dollars shall be computed
on the basis of the equivalent of the currency unit in U.S. dollars, which shall
be determined by the Company or its agent on the following basis. The component
currencies of the currency unit for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts that
were components of the currency unit as of the last day on which the currency
unit was used. The equivalent of the currency unit in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalent of the Component
Currencies. The U.S. dollar equivalent of each of the Component Currencies
shall be determined by the Company or its agent on the basis of the most
recently available Market Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above, in the Addendum hereto, which
further provisions shall have the same force and effect as if set forth on the
face hereof.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be
executed.
WEINGARTEN REALTY INVESTORS
By:
Name:
<PAGE>
Title:
Dated:
<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, as Trustee
By:
Authorized Signatory
<PAGE>
[REVERSE OF NOTE]
WEINGARTEN REALTY INVESTORS
SUBORDINATED MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
This Note is one of a duly authorized series of Debt Securities (the "Debt
Securities") of the Company issued and to be issued under an Indenture, dated as
of May 1, 1995, as amended, modified or supplemented from time to time (the
"Indenture"), between the Company and Chase Bank of Texas, National Association,
as Trustee (the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Debt Securities, and of the terms upon which the Debt Securities are, and
are to be, authenticated and delivered. This Note is one of the series of debt
securities designated as "Medium-Term Notes, Series A Due 9 Months or more from
Date of Issue" (the "Notes"). All terms used but not defined in this Note
specified on the face hereof or in an Addendum hereto shall have the meanings
assigned to such terms in the Indenture.
This Note is issuable only in registered form without coupons. Notes
denominated in U.S. dollars will be initially issued in denominations of $1,000
and integral multiples thereof, and Notes denominated in other than U.S. dollars
will be initially issued in denominations of the amount of the Specified
Currency for such Note equivalent, at the noon buying rate for cable transfers
in the City of New York for such Specified Currency (the "Exchange Rate") on the
first Market Day next preceding the date on which the Company accepts the offer
to purchase such Note, to $1,000 and integral multiples thereof (or the
equivalent thereof in the Specified Currency for such Note). Interest rates
offered by the Company with respect to a Note may differ depending upon, among
other things, the aggregate principal amount of the Notes purchased in any
single transaction.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.
This Note will be subject to redemption at the option of the Company on any
date on and after the Redemption Commencement Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S. $1,000
or the minimum authorized denomination (provided that any remaining principal
amount hereof shall be at least U.S. $1,000 or such minimum authorized
denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued thereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given no more than 60 nor less than 15 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. The
"Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof multiplied by the unpaid principal amount of this
Note to be redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the Redemption Commencement Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof until the Redemption
Price is 100% of unpaid principal amount to be redeemed. In the event of
redemption of the Note in part only, a new Note of like tenor for the unredeemed
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the Holder hereof upon the presentation and surrender hereof.
<PAGE>
This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S. $1,000 or the minimum
authorized denomination (provided that any remaining principal amount hereof
shall be a minimum authorized denomination), at a repayment price equal to 100%
of the unpaid principal amount to be repaid, together with unpaid interest
accrued thereon to the date fixed for repayment (each, a "Repayment Date"). For
this Note to be repaid, this Note must be received, together with the form
herein entitled "Option to Elect Repayment" duly completed, by the Trustee at
its corporate trust office not more than 60 nor less than 30 calendar days prior
to the Repayment Date. Exercise of such repayment option by the Holder hereof
will be irrevocable. In the event of repayment of this Note in part only, a new
Note of like tenor for the unpaid portion hereof and otherwise having the same
terms as this Note shall be issued in the name of the Holder hereof upon the
presentation and surrender hereof.
If the Interest Category of this Note is as specified on the face hereof an
Original Issue Discount Note, the amount payable to the Holder of this Note in
the event of redemption, repayment or acceleration of maturity will be equal to
(i) the Amortized Face Amount (as defined below) as of the date of such event,
plus (ii) with respect to any redemption, the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any portion
of such Issue Price which has been paid prior to the Redemption Date, or the
portion of the Issue Price (or the net amount) proportionate to the portion of
the unpaid principal amount to be redeemed, plus (iii) any accrued interest to
the date of such event the payment of which would constitute qualified stated
interest payments within the meaning of Treasury Regulation 1.1273-1(c) under
the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized Face
Amount" shall mean an amount equal to (i) the Issue Price plus (ii) the
aggregate portions of the original issue discount (the excess of the amounts
considered as part of the "stated redemption price at maturity" of this Note
within the meaning of Section 1273(a)(2) of the Code, whether denominated as
principal or interest, over the Issue Price) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the Original Issue Date to the date of
determination, minus (iii) any amount considered as part of the "stated
redemption price at maturity" of this Note which has been paid from the Original
Issue Date to the date of determination.
The interest rate borne by this Note will be determined as follows:
(1) Unless the Interest Category of this Note is specified on the face
hereof as a "Floating Rate/Fixed Rate Note," an "Inverse Floating Rate Note," an
"Indexed Note," an Original Issue Discount Note or as having an Addendum
attached, this Note shall be designated as a "Regular Floating Rate Note" and,
except as set forth below or on the face hereof, shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases specified
on the face hereof or in the applicable Pricing Supplement for this Note (a)
plus or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any, in each case as specified on the face hereof. Commencing on
the first Interest Reset Date, the rate at which interest on this Note shall be
payable shall be reset as of each Interest Reset Date specified on the face
hereof; provided, however, that the interest rate in effect for the period, if
-------- -------
any, from the Original Issue Date to the first Interest Reset Date shall be the
Initial Interest Rate.
<PAGE>
(2) If the Interest Category of this Note is specified on the face hereof as
a "Floating Rate/Fixed Rate Note," then, except as set forth below or on
the face hereof, this Note shall bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases specified on the face
hereof or in the applicable Pricing Supplement for this Note (a) plus or minus
the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any.
Commencing on the first Interest Reset Date, the rate at which interest on this
Note shall be payable shall be reset as of each Interest Reset Date; provided,
--------
however, that (y) the interest rate in effect for the period, if any, from the
------
Original Issue Date to the first Interest Reset Date shall be the Initial
Interest Rate and (z) the interest rate in effect for the period commencing on
the Fixed Rate Commencement Date specified on the face hereof to the Maturity
Date shall be the Fixed Interest Rate specified on the face hereof, or, if no
Fixed Interest Rate is specified, the interest rate in effect hereon on the day
immediately preceding the Fixed Rate Commencement Date.
(3) If the Interest Category of this Note is specified on the face hereof as
an "Inverse Floating Rate Note," then, except as set forth below or on the
face hereof, this Note shall bear interest at the Fixed Interest Rate minus the
rate determined by reference to the applicable Interest Rate Basis or Bases
specified on the face hereof or in the applicable Pricing Supplement for this
Note (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any; provided, however, that, unless otherwise specified on the
-------- -------
face hereof, the interest rate hereon shall not be less than zero. Commencing
on the first Interest Reset Date, the rate at which interest on this Note shall
be payable shall be reset as of each Interest Reset Date; provided, however,
-------- -------
that the interest rate in effect for the period, if any, from the Original Issue
Date to the first Interest Reset Date shall be the Initial Interest Rate.
(4) If the Interest Category of this Note is specified on the face hereof as
an "Indexed Note," then, except as set forth below or on the face hereof,
this Note shall bear interest at the rate determined by reference to one or more
currencies (including baskets of currencies), one or more commodities (including
baskets of commodities), one or more securities (including baskets of
securities) and/or any other index (each, an "Index") as set forth in the
Pricing Supplement applicable to this Note. Holders of Indexed Notes may
receive a principal amount at maturity that is greater than or less than the
face amount (but not less than zero) of such Notes depending upon the value at
maturity of the applicable Index. With respect to any Indexed Note, information
as to the methods for determining the principal amount payable at maturity
and/or the amount of interest payable on an Interest Payment Date, as the case
may be, as to any one or more currencies (including baskets of currencies),
commodities (including baskets of commodities), securities (including baskets of
securities) or other indices to which principal or interest is indexed, as to
any additional foreign exchange or other risks or as to any additional tax
considerations may be set forth in the Pricing Supplement applicable to this
Note.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."
<PAGE>
Unless otherwise specified on the face hereof, the rate with respect to
each Interest Rate Basis will be determined in accordance with the applicable
provisions below. Except as set forth above or in the applicable Pricing
Supplement for this Note, the interest rate in effect on each day shall be (i)
if such day is an Interest Reset Date, the interest rate determined as of the
Interest Determination Date (as hereinafter defined) immediately preceding such
Interest Reset Date or (ii) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date. If any Interest Reset Date would
otherwise be a day that is not a Market Day, such Interest Reset Date shall be
postponed to the next succeeding Market Day, except that if LIBOR is an
applicable Interest Rate Basis and such Market Day falls in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
Market Day.
The "Interest Determination Date" with respect to the CD Rate, the CMT
Rate, the Commercial Paper Rate, the Federal Funds Rate and the Prime Rate will
be the second Market Day immediately preceding the applicable Interest Reset
Date. The "Interest Determination Date" with respect to the Eleventh District
Cost of Funds Rate will be the last working day of the month immediately
preceding the applicable Interest Reset Date on which the Federal Home Loan Bank
of San Francisco (the "FHLB of San Francisco") publishes the FHLB Index (as
hereinafter defined). The "Interest Determination Date" with respect to LIBOR
will be the second London Banking Day immediately preceding the applicable
Interest Reset Date. The "Interest Determination Date" with respect to the
Treasury Rate will be the day in the week in which the applicable Interest Reset
Date falls on which Treasury Bills (as defined below) would normally be
auctioned (Treasury Bills are normally sold at an auction held on Monday of each
week, unless that day is a legal holiday, in which case the auction is normally
held on the following Tuesday, except that such auction may be held on the
preceding Friday); provided; however, that if an auction is held on the Friday
-------- -------
of the week preceding the applicable Interest Reset Date, the "Interest
Determination Date" shall be such preceding Friday; and provided, further, that
-------- -------
if an auction shall fall on any Interest Reset Date then the Interest Reset Date
shall instead be the first Market Day following such auction. If the interest
rate of this Note is determined with reference to two or more Interest Rate
Bases specified on the face hereof or in the applicable Pricing Supplement for
this Note, the "Interest Determination Date" pertaining to this Note shall be
the most recent Market Day which is at least two Market Days prior to the
applicable Interest Reset Date on which each Interest Rate Basis is
determinable. Each Interest Rate Basis shall be determined as of such date, and
the applicable interest rate shall take effect on the related Interest Reset
Date.
CD Rate. If an Interest Rate Basis for this Note is specified on the face
--------
hereof as the CD Rate, the CD Rate shall be determined as of the applicable
Interest Determination Date (a "CD Rate Interest Determination Date") as the
rate on such date for negotiable U.S. dollar certificates of deposit having the
specified Index Maturity as published in H.15(519) under the heading "CDs
(Secondary Market)." If such rate is not published before 3:00 p.m., New York
City time, on the relevant Calculation Date, then the CD Rate for such Interest
Reset Date shall be the rate on such CD Rate Interest Determination Date for
negotiable U.S. dollar certificates of deposit having the specified Index
Maturity as published by the Federal Reserve Bank of New York on the Internet,
under the heading "Selected Daily Rates." If by 3:00 p.m., New York City time,
on such Calculation Date such rate is not published either in H.15(519) or by
the Federal Reserve Bank of New York, the CD Rate for such Interest Reset Date
shall be calculated by the Calculation Agent and shall be the arithmetic mean of
the secondary market offered rates, as of 10:00 a.m., New York City time, on
such CD Rate Interest Determination Date, of three leading nonbank dealers of
negotiable U.S. dollar certificates of deposit in the City of New York selected
by the Calculation Agent for negotiable certificates of deposit of major United
States money market banks with a remaining maturity closest to the specified
Index Maturity in a denomination of U.S. $5,000,000; provided, however, that if
-------- -------
fewer than three dealers selected as provided above by the Calculation Agent are
quoting as mentioned in this sentence, the CD Rate for such Interest Reset Date
will be the CD Rate in effect on such CD Rate Interest Determination Date.
<PAGE>
CMT Rate. If an Interest Rate for this Note is specified on the face
---------
hereof as the CMT Rate, the CMT Rate shall be determined as of the applicable
Interest Determination date (a "CMT Rate Interest Determination Date") as the
treasury constant maturity rate for direct obligations of the United States
("Treasury Notes") on the relevant CMT Rate Interest Determination Date for the
relevant Index Maturity as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Constant Maturities." In the event that such
rate is not published by 3:00 p.m., New York City time, on the relevant
Calculation Date, the CMT Rate will be the Bond Equivalent Yield of the
arithmetic mean of the secondary market bid rates as of approximately 3:30 p.m.,
New York City time, on such CMT Rate Interest Determination Date of three
primary United States government securities dealers in the City of New York
selected by the Calculation Agent for the issue of Treasury Notes with a
remaining maturity closest to the specified Index Maturity; provided, however,
that if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the CMT Rate with respect to such
Interest Reset Date will be the CMT Rate in effect on such CMT Rate Interest
Determination Date.
"Bond Equivalent Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
D x N
-------------
Bond Equivalent Yield = 100 x 360 - (D x M)
where "D" refers to the per annum rate for Treasury Notes, quoted on a bank
discount basis and expressed as a decimal; "N" refers to 365 or 366, as the case
may be; and "M" refers to, if the Index Maturity approximately corresponds to
the length of the period for which such rate is being determined, the actual
number of days in such period and, otherwise, the actual number of days in the
period from, and including, the Interest Reset Date to, but excluding, the day
that numerically corresponds to that Interest Reset Date (or, if there is not
any such numerically corresponding day, the last day) in the calendar month that
is the number of months corresponding to the specified Index Maturity after the
month in which that Interest Reset Date occurs.
Commercial Paper Rate. If an Interest Rate Basis for this Note is
-----------------------
specified on the face hereof as the Commercial Paper Rate, the Commercial Paper
---
Rate shall be determined as of the applicable Interest Determination Date (a
"Commercial Paper Rate Interest Determination Date") as the Money Market Yield
(calculated as described below) of the per annum rate (quoted on a bank discount
basis) for the relevant Commercial Paper Rate Interest Determination Date for
commercial paper having the specified Index Maturity as published by the Board
of Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication of the Board of Governors
of the Federal Reserve System ("H.15(519)") under the heading "Commercial
Paper-Nonfinancial." If such rate is not published before 3:00 p.m., New York
City time, on the relevant Calculation Date, then the Commercial Paper Rate for
such Interest Reset Date shall be the Money Market Yield of such rate on such
Commercial Paper Interest Determination Date for commercial paper having the
specified Index Maturity as published by the Federal Reserve Bank of New York on
the Internet, under the heading "Selected Daily Rates." If by 3:00 p.m., New
York City time, on such Calculation Date such rate is not yet published either
in H.15(519) or by the Federal Reserve Bank of New York, the Commercial Paper
Rate for such Interest Reset Date shall be calculated by the Calculation Agent
and shall be the Money Market Yield of the arithmetic mean of the offered per
annum rates (quoted on a bank discount basis), as of 11:00 a.m., New York City
time, on such Commercial Paper Rate Interest Determination Date, of three
leading dealers of U.S. dollar commercial paper in the City of New York (which
may include the Agents) selected by the Calculation Agent for U.S. dollar
commercial paper of the specified Index Maturity placed for a nonfinancial
issuer whose bond rating is "AA," or the equivalent, from a nationally
recognized statistical rating agency; provided, however, that if fewer than
-------- -------
three dealers selected by the Calculation Agent are quoting as mentioned in this
sentence, the Commercial Paper Rate for such Interest Reset Date will be the
Commercial Paper Rate in effect on such Commercial Paper Rate Interest
Determination Date.
<PAGE>
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = 100 x 360 x D
-------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal and "M" refers to the number of days
in the period for which accrued interest is being calculated.
Eleventh District Cost of Funds Rate. If an Interest Rate Basis for this
--------------------------------------
Note is specified on the face hereof as the Eleventh District Cost of Funds
Rate, the Eleventh District Cost of Funds Rate shall be determined as of the
applicable Interest Determination Date (an "Eleventh District Cost of Funds Rate
Interest Determination Date") as the rate equal to the monthly weighted average
cost of funds for the calendar month immediately preceding the month in which
such Eleventh District Cost of Funds Rate Interest Determination Date falls, as
set forth under the caption "11th District" on Telerate Page 7058 as of 11:00
a.m., San Francisco time, on such Eleventh District Cost of Funds Rate Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on such
Eleventh District Cost of Funds Rate Interest Determination Date, then the
Eleventh District Cost of Funds Rate on such Eleventh District Cost of Funds
Rate Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "FHLB Index") by the FHLB of San
Francisco as such cost of funds for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date. If the
FHLB of San Francisco fails to announce the FHLB Index on or prior to such
Eleventh District Cost of Funds Rate Interest Determination Date for the
calendar month immediately preceding such Eleventh District Cost of Funds Rate
Interest Determination Date, the Eleventh District Cost of Funds Rate determined
as of such Eleventh District Cost of Funds Rate Interest Determination Date will
be the Eleventh District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date.
Federal Funds Rate. If an Interest Rate Basis for this Note is specified
--------------------
on the face hereof as the Federal Funds Rate, the Federal Funds Rate shall be
determined as of the applicable Interest Determination Date (a "Federal Funds
Rate Interest Determination Date") as the rate on such date for federal funds as
published in H.15(519) under the heading "Federal Funds (Effective)." If such
rate is not published before 3:00 p.m., New York City time, on the relevant
Calculation Date, then the Federal Funds Rate for such Interest Reset Date will
be the rate on such Federal Funds Rate Interest Determination Date as published
by the Federal Reserve Bank of New York on the Internet under the heading
"Selected Daily Rates." If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not published either in H.15(519) or by the
Federal Reserve Bank of New York, the Federal Funds Rate for such Interest Reset
Date shall be calculated by the Calculation Agent and shall be the arithmetic
mean of the rates, as of 9:00 a.m., New York City time, on such Federal Funds
Rate Interest Determination Date, for the last transaction in overnight federal
funds arranged by three leading brokers of federal funds transactions in the
City of New York selected by the Calculation Agent; provided, however, that if
-------- -------
fewer than three brokers selected by the Calculation Agent are quoting as
mentioned in this sentence, the Federal Funds Rate for such Interest Reset Date
will be the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.
LIBOR. If an Interest Rate Basis for this Note is specified on the face
-----
hereof as LIBOR, LIBOR shall be determined by the Calculation Agent in
accordance with the following provisions:
<PAGE>
(5) With respect to an Interest Determination Date relating to a LIBOR Note
or any Floating Rate Note for which the interest rate is determined with
reference to LIBOR (a "LIBOR Interest Determination Date"), LIBOR will be
either: (a) if "LIBOR Reuters" is specified on the face hereof or in the
applicable Pricing Supplement for this Note, the arithmetic mean of the offered
rates (unless the specified Designated LIBOR Page by its terms provides only for
a single rate, in which case such single rate shall be used) for deposits
in the Index Currency having the Index Maturity designated on the face hereof or
in the applicable Pricing Supplement for this Note, commencing on the second
London Banking Day immediately following such LIBOR Interest Determination Date,
that appear on the Designated LIBOR Page specified on the face hereof or in the
applicable Pricing Supplement for this Note as of 11:00 a.m., London time, on
such LIBOR Interest Determination Date, if at least two such offered rates
appear (unless, as aforesaid, only a single rate is required) on such Designated
LIBOR Page, or (b) if "LIBOR Telerate" is specified on the face hereof or in the
applicable Pricing Supplement for this Note or if neither "LIBOR Reuters" nor
"LIBOR Telerate" is specified as the method for calculating LIBOR, the rate for
deposits in the Index Currency having the Index Maturity designated on the face
hereof or in the applicable Pricing Supplement for this Note, commencing on the
second London Banking Day immediately following such LIBOR Interest
Determination Date that appears on the Designated LIBOR Page specified on the
face hereof or in the applicable Pricing Supplement for this Note as of 11:00
a.m., London time, on such LIBOR Interest Determination Date. If fewer than two
such offered rates appear, or if no such rate appears, as applicable, LIBOR in
respect of the related LIBOR Interest Determination Date will be determined in
accordance with the provisions described in clause (ii) below.
(6) With respect to a LIBOR Interest Determination Date on which fewer than
two offered rates appear, or no rate appears, as the case may be, on the
applicable Designated LIBOR Page as described in clause (i) above, the
Calculation Agent will request the principal London office of each of four major
reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered quotation
for deposits in the Index Currency for the period of the Index Maturity
designated on the face hereof or in the applicable Pricing Supplement for this
Note, commencing on the second London Banking Day immediately following such
LIBOR Interest Determination Date, to prime banks in the London interbank market
at approximately 11:00 a.m., London time, on such LIBOR Interest Determination
Date and in a principal amount that is representative for a single transaction
in such Index Currency in such market at such time. If at least two such
quotations are so provided, LIBOR on such LIBOR Interest Determination Date will
be the arithmetic mean of such quotations. If fewer than two such quotations
are provided, LIBOR determined on such LIBOR Interest Determination Date will be
the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the
applicable Principal Financial Center, on such LIBOR Interest Determination Date
by three major banks in such Principal Financial Center (which may include
affiliates of the Agents) selected by the Calculation Agent, for loans in the
Index Currency to leading European banks, having the Index Maturity designated
on the face hereof or in the applicable Pricing Supplement for this Note and in
a principal amount that is representative for a single transaction in such Index
Currency in such market at such time; provided, however, that if the banks so
-------- -------
selected by the Calculation Agent are not quoting as mentioned in this sentence,
LIBOR determined as of such LIBOR Interest Determination Date will be LIBOR in
effect on such LIBOR Interest Determination Date.
<PAGE>
"Index Currency" means the currency (including composite currencies)
specified on the face hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified on the face hereof or in the
applicable Pricing Supplement for this Note, the Index Currency shall be U.S.
dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified on
the face hereof or in the applicable Pricing Supplement for this Note, the
display on the Reuters Monitor Money Rates Service for the purpose of displaying
the London Interbank rates of major banks for the applicable Index Currency, or
(b) if "LIBOR Telerate" is specified on the face hereof or in the applicable
Pricing Supplement for this Note or neither "LIBOR Reuters" nor "LIBOR Telerate"
is specified as the method for calculating LIBOR, the display on the Dow Jones
Telerate Service for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.
Prime Rate. If an Interest Rate Basis for this Note is specified on the
-----------
face hereof as the Prime Rate, the Prime Rate shall be determined as of the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as the rate on such date as such rate is published in H.15(519) under the
heading "Bank Prime Loan." If such rate is not published before 3:00 p.m., New
York City time, on the relevant Calculation Date, then the Prime Rate for such
Interest Reset Date will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service (or such other page as may
replace the USPRIME1 page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks) ("Reuters Screen
USPRIME1 Page") as such bank's prime rate or base lending rate as in effect for
such Prime Rate Interest Determination Date as quoted on the Reuters Screen
USPRIME1 Page on such Prime Rate Interest Determination Date. If fewer than
four such rates appear on the Reuters Screen USPRIME1 Page on such Prime Rate
Interest Determination Date, the Prime Rate for such Interest Reset Date will be
the arithmetic mean of the prime rates or base lending rates (quoted on the
basis of the actual number of days in the year divided by a 360-day year) as of
the close of business on such Prime Rate Interest Determination Date by four
major money center banks in the City of New York selected by the Calculation
Agent. If fewer than four such quotations are so provided, then the Prime Rate
shall be the arithmetic mean of four prime rates quoted on the basis of the
actual number of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Interest Determination Date as furnished in the City
of New York by the major money center banks, if any, that have provided such
quotations and by as many substitute banks or trust companies as necessary in
order to obtain four such prime rate quotations, provided such substitute banks
or trust companies are organized and doing business under the laws of the United
States, or any State thereof, each having total equity capital of at least $500
million and being subject to supervision or examination by Federal or State
authority, selected by the Calculation Agent to provide such rate or rates;
provided, however, that if the banks or trust companies so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate
determined as of such Prime Rate Interest Determination Date will be the Prime
Rate in effect on such Prime Rate Interest Determination Date.
<PAGE>
Treasury Rate. If an Interest Rate Basis for this Note is specified on the
-------------
face hereof as the Treasury Rate, the Treasury Rate shall be determined as of
the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date") as the rate for the auction on the relevant Treasury Rate
Interest Determination Date of direct obligations of the United States
("Treasury Bills") having the specified Index Maturity as published in H.15(519)
under the heading "U.S. Government Securities/Treasury Bills/Auction Average
(Investment)" or, if not so published by 3:00 p.m., New York City time, on the
relevant Calculation Date, the auction average rate (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as otherwise announced by the United
States Department of the Treasury. If the results of such auction of Treasury
Bills having the specified Index Maturity are not published or reported as
provided above by 3:00 p.m., New York City time, on such Calculation Date, or if
no such auction is held during such week, the Treasury Rate shall be the rate
set forth in H.15(519) for the relevant Treasury Rate Interest Determination
Date for the specified Index Maturity under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market." If such rate is not so published
by 3:00 p.m., New York City time, on the relevant Calculation Date, the Treasury
Rate for such Interest Reset Date shall be calculated by the Calculation Agent
and shall be a yield to maturity (expressed as a bond equivalent, on the basis
of a year of 365 or 366 days, as applicable, and applied on a daily basis) of
the arithmetic mean of the secondary market bid rates as of approximately 3:30
p.m., New York City time, on such Treasury Rate Interest Determination Date, of
three primary United States government securities dealers in the City of New
York selected by the Calculation Agent for the issue of Treasury Bills with a
remaining maturity closest to the specified Index Maturity; provided, however,
-------- -------
that if fewer than three dealers selected as provided above by the Calculation
Agent are quoting as mentioned in this sentence, the Treasury Rate for such
Interest Reset Date will be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Rate, if any, or less than the Minimum Rate, if any,
specified on the face hereof. The interest rate on this Note will in no event
be higher than the maximum rate permitted by New York law, as the same may be
modified by United States law of general application.
The Calculation Agent shall calculate the interest rate hereon in
accordance with the foregoing on or before each Calculation Date. The
"Calculation Date," if applicable, pertaining to an Interest Determination Date
will be the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if any such day is not a Market Day, the next succeeding
Market Day and (ii) the Market Day immediately preceding the applicable Interest
Payment Date or the date of maturity, as the case may be.
At the request of the Holder hereof, the Calculation Agent will provide to
the Holder hereof the interest rate hereon then in effect and, if determined,
the interest rate which will become effective as a result of a determination
made for the next succeeding Interest Reset Date.
Accrued interest hereon shall be an amount calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the applicable Interest Period. Unless otherwise specified as the Day Count
Convention on the face hereof, the interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis
or by the actual number of days in the year if the CMT Rate or the Treasury Rate
is an applicable Interest Rate Basis. Unless otherwise specified as the Day
Count Convention on the face hereof, the interest factor for this Note, if the
interest rate is calculated with reference to two or more Interest Rate Bases,
shall be calculated in each period in the same manner as if only the applicable
Interest Rate Basis specified on the face hereof applied.
All percentages resulting from any calculation on this Note shall be
rounded upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point and all U.S. dollar amounts used in or resulting from such
calculation on this Note shall be rounded to the nearest cent (with one-half
cent being rounded upwards) and, in the case of a Specified Currency other than
U.S. dollars, to the nearest unit (with one-half unit being rounded upwards).
<PAGE>
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities, on behalf of the Holders of all such
Debt Securities, to waive compliance by the Company with certain provisions of
the Indenture. Furthermore, provisions in the Indenture permit the Holders of
not less than a majority of the aggregate principal amount of the outstanding
Debt Securities, in certain instances, to waive, on behalf of all of the Holders
of Debt Securities of such series, certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and other Notes issued upon the registration of transfer hereof or in
exchange heretofore or in lieu hereof, whether or not notation of such consent
or waiver is made upon the Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by the Holder hereof or by his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
<PAGE>
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT -as tenants by the entireties (Cust)
(Minor)
JT TEN -as joint tenants with rights of under Uniform
Gifts to Minors
survivorship and not as tenants in common Act
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please print or typewrite name and address including postal zip code of
assignee)
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date:
Notice: The signature(s) on this assignment must correspond with the name(s) as
written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatsoever.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate trust
office, not more than 60 nor less than 30 calendar days prior to the Repayment
Date, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if the
Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid: $
Notice: The signature(s) on this Option to Elect Repayment must
Date: correspond with the name(s) as written upon the face of the
within Note in every particular, without alteration
or enlargement or any change whatsoever.
This paragraph applies to Global Securities only.
EXHIBIT 12.1
<TABLE>
<CAPTION>
WEINGARTEN REALTY INVESTORS
COMPUTATION OF RATIOS OF EARNINGS AND FUNDS FROM OPERATIONS
TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
(AMOUNTS IN THOUSANDS)
Years Ended December 31,
--------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Net income available to common shareholders . . . . . . $ 54,484 $ 54,966 $ 53,938
Add:
Portion of rents representative of the interest factor. 882 667 605
Interest on indebtedness. . . . . . . . . . . . . . . . 33,654 30,009 21,975
Preferred dividends . . . . . . . . . . . . . . . . . . 5,881
Amortization of debt cost . . . . . . . . . . . . . . . 366 432 355
--------- --------- ---------
Net income as adjusted. . . . . . . . . . . . . . . $ 95,267 $ 86,074 $ 76,873
========= ========= =========
Fixed charges:
Interest on indebtedness. . . . . . . . . . . . . . . . $ 33,654 $ 30,009 $ 21,975
Capitalized interest. . . . . . . . . . . . . . . . . . 1,375 812 1,285
Preferred dividends . . . . . . . . . . . . . . . . . . 5,881
Amortization of debt cost . . . . . . . . . . . . . . . 366 432 355
Portion of rents representative of the interest factor. 882 667 605
--------- --------- ---------
Fixed charges . . . . . . . . . . . . . . . . . . . $ 42,158 $ 31,920 $ 24,220
========= ========= =========
RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED DIVIDENDS . . . . . . . . . . . . 2.26 2.70 3.17
========= ========= =========
Net income available to common shareholders . . . . . . $ 54,484 $ 54,966 $ 53,938
Depreciation and amortization . . . . . . . . . . . . . 41,580 37,544 33,414
Gain on sales of property and securities. . . . . . . . (885) (3,327) (5,563)
Extraordinary charge (early retirement of debt) . . . . 1,392
--------- --------- ---------
Funds from operations . . . . . . . . . . . . . . . 96,571 89,183 81,789
Add:
Portion of rents representative of the interest factor. 882 667 605
Preferred dividends . . . . . . . . . . . . . . . . . . 5,881
Interest on indebtedness. . . . . . . . . . . . . . . . 33,654 30,009 21,975
Amortization of debt cost . . . . . . . . . . . . . . . 366 432 355
--------- --------- ---------
Funds from operations as adjusted . . . . . . . . . $ 137,354 $120,291 $104,724
========= ========= =========
RATIO OF FUNDS FROM OPERATIONS TO COMBINED
FIXED CHARGES AND PREFERRED DIVIDENDS . . . . . . . . . 3.26 3.77 4.32
========= ========= =========
</TABLE>
EXHIBIT 21.1
<TABLE>
<CAPTION>
WEINGARTEN REALTY INVESTORS
LIST OF SUBSIDIARIES OF THE REGISTRANT
STATE OF
SUBSIDIARY INCORPORATION
- ------------------------------------ -------------
<S> <C>
Weingarten Realty Management Company . . . . . . . . . Texas
Weingarten/Nostat, Inc.. . . . . . . . . . . . . . . . Texas
Weingarten/Lufkin, Inc.. . . . . . . . . . . . . . . . Texas
WRI/Post Oak, Inc. . . . . . . . . . . . . . . . . . . Texas
A.T.D.N.L., Inc. . . . . . . . . . . . . . . . . . . . Texas
WRI/Central Plaza, Inc.. . . . . . . . . . . . . . . . Texas
WRI/7080 Express Lane, Inc.. . . . . . . . . . . . . . Texas
Weingarten Properties Trust. . . . . . . . . . . . . . N/A
Main/O.S.T., Ltd.. . . . . . . . . . . . . . . . . . . N/A
Phelan Boulevard Venture . . . . . . . . . . . . . . . N/A
Northwest Hollister Venture . . . . . . . . . . . . . . N/A
WRI/Interpak Venture . . . . . . . . . . . . . . . . . N/A
East Town Lake Charles Co. . . . . . . . . . . . . . . N/A
Alabama-Shepherd Shopping Center . . . . . . . . . . . N/A
Sheldon Center, Ltd. . . . . . . . . . . . . . . . . . N/A
Jacinto City, Ltd. . . . . . . . . . . . . . . . . . . N/A
Weingarten/Finger Venture. . . . . . . . . . . . . . . N/A
Rosenberg, Ltd.. . . . . . . . . . . . . . . . . . . . N/A
Eastex Venture . . . . . . . . . . . . . . . . . . . . N/A
GJR/Weingarten River Pointe Venture. . . . . . . . . . N/A
GJR/Weingarten Little York Venture . . . . . . . . . . N/A
South Loop Long Wayside Company. . . . . . . . . . . . N/A
Lisbon St. Shopping Trust. . . . . . . . . . . . . . . N/A
WRI/Crosby . . . . . . . . . . . . . . . . . . . . . . N/A
WRI/Dickinson. . . . . . . . . . . . . . . . . . . . . N/A
Market at Town Center-Sugarland. . . . . . . . . . . . N/A
Lincoln Place Limited Partnership. . . . . . . . . . . N/A
Markham West Shopping Center L. P. . . . . . . . . . . N/A
South Padre Drive L. P.. . . . . . . . . . . . . . . . N/A
</TABLE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements
No. 33-20964, No. 33-24364, No. 33-41604, No. 33-52473, No. 33-54402 and No.
33-54404 on Form S-8, in Post-Effective Amendment No. 1 to Registration
Statement No. 33-25581 on Form S-8 and in Registration Statement No. 333-51843
on Form S-3 of our report dated February 23, 1999, appearing in this Annual
Report on Form 10-K of Weingarten Realty Investors for the year ended December
31, 1998.
DELOITTE & TOUCHE LLP
Houston, Texas
March 10, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WEINGARTEN
REALTY INVESTORS' ANNUAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 1998.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 1672
<SECURITIES> 14951
<RECEIVABLES> 16085
<ALLOWANCES> 888
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1294632
<DEPRECIATION> 296989
<TOTAL-ASSETS> 1107043
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 800
0
198
<OTHER-SE> 532181
<TOTAL-LIABILITY-AND-EQUITY> 1107043
<SALES> 0
<TOTAL-REVENUES> 198467
<CGS> 0
<TOTAL-COSTS> 54849
<OTHER-EXPENSES> 49092
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 33654
<INCOME-PRETAX> 61757
<INCOME-TAX> 0
<INCOME-CONTINUING> 61757
<DISCONTINUED> 0
<EXTRAORDINARY> 1392
<CHANGES> 0
<NET-INCOME> 60365
<EPS-PRIMARY> 2.04
<EPS-DILUTED> 2.03
</TABLE>
