<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (the "Exchange Act")
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
[_] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WEINGARTEN REALTY INVESTORS
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
PRELIMINARY PROXY
WEINGARTEN REALTY INVESTORS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 28, 1999
To Our Shareholders:
You are invited to attend the annual meeting of shareholders of Weingarten
Realty Investors which will be held at the Houstonian, 111 N. Post Oak Lane,
Houston, Texas, on Wednesday, April 28, 1999, at 11:00 a.m., Houston time. The
purpose of the meeting is to vote on the following proposals:
PROPOSAL 1: To elect 10 trust managers to serve for a one year term, and
until their successors are elected and qualified.
PROPOSAL 2: To approve an amendment to Article Seven of our Amended and
Restated Declaration of Trust to increase the number of
authorized preferred shares from 10,000,000 shares to
20,000,000 preferred shares.
PROPOSAL 3: To approve an amendment to Article Eighteen of our Amended and
Restated Declaration of Trust to include language required for
the settlement of trades on the New York Stock Exchange.
PROPOSAL 4: To approve an amendment to our 1993 Incentive Share Plan to
authorize the issuance of an additional 234,000 common shares
under the plan.
PROPOSAL 5: To approve the 1999 Employee Share Purchase Plan.
PROPOSAL 6: To ratify the selection of Deloitte & Touche LLP as
independent auditors for the fiscal year ending December 31,
1999.
PROPOSAL 7: To transact any other business that may properly be brought
before the annual meeting or any adjournments thereof.
The Board of Trust Managers has fixed the close of business on March 1,
1999 as the record date for determining shareholders entitled to notice of and
to vote at the annual meeting. A form of proxy card and a copy of our Annual
Report to Shareholders for the fiscal year ended December 31, 1998 are enclosed
with this notice of annual meeting and proxy statement.
YOUR PROXY VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO COMPLETE,
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY WHETHER OR NOT YOU PLAN TO ATTEND
THE ANNUAL MEETING. IF YOU PLAN TO ATTEND THE ANNUAL MEETING TO VOTE IN PERSON
AND YOUR SHARES ARE REGISTERED WITH OUR TRANSFER AGENT, CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., IN THE NAME OF A BROKER OR BANK, YOU MUST SECURE A PROXY FROM
THE BROKER OR BANK ASSIGNING VOTING RIGHTS TO YOU FOR YOUR SHARES.
BY ORDER OF THE BOARD OF TRUST
MANAGERS
------------------------------------
M. Candace DuFour,
Vice President and Secretary
, 1999
Houston, Texas
<PAGE>
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, APRIL 28, 1999
---------------------
Weingarten Realty Investors
2600 Citadel Plaza Drive
Houston, Texas 77008
The Board of Trust Managers is soliciting proxies to be used at the 1999
annual meeting of shareholders to be held at the Houstonian, 111 N. Post Oak
Lane, Houston, Texas, on Wednesday, April 28, 1999, at 11:00 a.m., Houston time.
This proxy statement, accompanying proxy and annual report to shareholders for
the fiscal year ended December 31, 1998 are first being mailed to shareholders
on or about March 1, 1999. Although the annual report is being mailed to
shareholders with this proxy statement, it does not constitute part of this
proxy statement.
WHO CAN VOTE
Only shareholders of record as of the close of business on March 1, 1999,
are entitled to notice of and to vote at the annual meeting. As of March 1,
1999, we had 26,689,297 common shares of beneficial interest, 3,000,000 7.44%
Series A Cumulative Redeemable Preferred Shares, 3,600,000 7.125% Series B
Cumulative Redeemable Preferred Shares and 2,300,000 7.00% Series C Cumulative
Redeemable Preferred Shares outstanding. Each common shareholder of record on
the record date is entitled to one vote on each matter properly brought before
the annual meeting for each common share held. The holders of preferred shares
will only be entitled to vote on the proposed amendment to Article Seven of the
Amended and Restated Declaration of Trust to increase the number of authorized
preferred shares. If you hold common shares through any of our share purchase
or savings plans, you will receive voting instructions from that plan's
administrator. Please sign and return those instructions promptly to assure
that your shares are represented at the annual meeting.
In accordance with the Texas Business Corporation Act and our Amended and
Restated Bylaws, a list of shareholders entitled to vote at the annual meeting
will be available at the annual meeting and for 10 days prior to the annual
meeting, between the hours of 9:00 a.m. and 4:00 p.m. at our offices located at
2600 Citadel Plaza Drive, Houston, Texas.
HOW YOU CAN VOTE
Shareholders cannot vote at the annual meeting unless the shareholder is
present in person or represented by proxy. You are urged to complete, sign,
date and promptly return the proxy in the enclosed postage-paid envelope after
reviewing the information contained in this proxy statement and in the annual
report. Valid proxies will be voted at the annual meeting and at any
adjournments of the annual meeting as you direct in the proxy.
You may revoke your proxy at any time before it is exercised by:
2
<PAGE>
. writing to our Secretary, M. Candace DuFour, at Weingarten Realty
Investors, P.O. Box 924133, Houston, Texas, 77292-4133;
. timely delivering a properly executed, later-dated proxy; or
. voting in person at the annual meeting.
Voting by proxy will in no way limit your right to vote at the annual
meeting if you later decide to attend in person. If your shares are held in the
name of a bank, broker or other holder of record, you must obtain a proxy,
executed in your favor, to be able to vote at the annual meeting. If no
direction is given and the proxy is validly executed, the shares represented by
the proxy will be voted as recommended by the Board of Trust Managers. The
persons authorized under the proxies will vote upon any other business that may
properly come before the annual meeting according to their best judgment to the
same extent as the person delivering the proxy would be entitled to vote. At
the date this proxy statement went to press, we did not anticipate that any
other matters would be raised at the annual meeting.
REQUIRED VOTE
The presence, in person or represented by proxy, of the holders of a
majority of the common shares (13,344,649 shares) entitled to vote at the annual
meeting is necessary to constitute a quorum at the annual meeting. However, if
a quorum is not present at the annual meeting, the shareholders, present in
person or represented by proxy, have the power to adjourn the annual meeting
until a quorum is present or represented. Pursuant to our Amended and Restated
Bylaws, abstentions and broker "non-votes" are counted as present and entitled
to vote for purposes of determining a quorum at the annual meeting. A broker
"non-vote" occurs when a nominee holding common shares for a beneficial owner
does not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received
instructions from the beneficial owner.
The affirmative vote of the holders of two-thirds of the outstanding common
shares (17,792,865 shares) is required for the election of trust manager
nominees who have not been previously elected as trust managers. The
affirmative vote of the holders of a majority of the common shares (13,344,649
shares) present in person or represented by proxy is required to re-elect trust
managers. All of the nominees for trust manager served as trust mangers of
Weingarten in 1998. Abstentions and broker non-votes are not counted for
purposes of the election of trust managers.
The affirmative vote of the holders of two-thirds of (i) the outstanding
common shares (17,792,865 shares), and (ii) the outstanding preferred shares
(59,333,334 shares) voting a class is required to approve the Board of Trust
Managers' proposal to increase the number of authorized preferred shares. The
affirmative vote of the holders of 80% of all outstanding common shares
(21,351,438 shares) entitled to vote, in person or represented by proxy, is
required to amend Article Eighteen of our Amended and Restated Declaration of
Trust to include language required for the settlement of trades on the New York
Stock Exchange. Abstentions and broker non-votes are not counted for the
approval of amendments to the Amended and Restated Declaration of Trust.
The affirmative vote of the holders of a majority of the outstanding common
shares (13,344,649 shares) entitled to vote, in person or represented by proxy,
is required to approve the other matters to be acted upon at the annual meeting.
Abstentions and broker non-votes are not counted for the approval of other
matters.
3
<PAGE>
COST OF PROXY SOLICITATION
The cost of soliciting proxies will be borne by us. Proxies may be
solicited on behalf of us by our trust managers, officers or employees in
person, by telephone, facsimile or by other electronic means. We have engaged
_______________ to assist in the distribution and solicitation of proxies in
exchange for a fee of $________, plus expenses.
In accordance with SEC regulations and the regulations of the New York
Stock Exchange ("NYSE"), we will also reimburse brokerage firms and other
custodians, nominees and fiduciaries for their expenses incurred in sending
proxies and proxy materials and soliciting proxies from the beneficial owners of
our common shares and preferred shares.
GOVERNANCE OF THE COMPANY
Pursuant to the Texas Real Estate Investment Trust Act, the Texas Business
Corporation Act, our Amended and Restated Declaration of Trust and our Amended
and Restated Bylaws, our business, property and affairs are managed under the
direction of the Board of Trust Managers. Members of the Board of Trust
Managers are kept informed of our business through discussions with the Chairman
of the Board and officers, by reviewing materials provided to them and by
participating in meetings of the Board of Trust Managers and its committees.
During fiscal year 1998, the Board of Trust Managers held four meetings and the
committees held a total four meetings. No trust manager, other than Mr.
Schnitzer, attended less than 75% of the total number of Board of Trust Manager
and committee meetings.
COMMITTEES OF THE BOARD OF TRUST MANAGERS
<TABLE>
<CAPTION>
Executive
Executive Audit Executive Compensation Pricing
Name Board Officer Committee Committee Committee Committee
<S> <C> <C> <C> <C> <C> <C>
Stanford Alexander x* x x x
Andrew M. Alexander x x x
Robert J. Cruikshank x x
Martin Debrovner x x x x
Melvin A. Dow x x x
Stephen A. Lasher x x x
Joseph W. Robertson, Jr. x x x
Douglas W. Schnitzer x
Marc J. Shapiro x x x
J.T. Trotter x x
</TABLE>
- ----------
* Chairman
During fiscal year 1998, the Board of Trust Managers had four ongoing
committees: an audit committee, an executive committee, an executive
compensation committee, and a pricing committee.
4
<PAGE>
The audit committee consists of four independent trust managers. The
functions of the audit committee include recommending to the Board of Trust
Managers the appointment of independent auditors, reviewing with the independent
auditors both the plans for and the results of internal audits, approving the
services provided by the independent auditors, reviewing the range of audit and
nonaudit fees and considering the adequacy of our internal accounting controls.
The audit committee met two times in 1998.
The executive committee has three members and it may enter into
transactions to acquire and dispose of real property valued at up to
$50,000,000. The executive committee also has the authority to execute certain
contracts and agreements, including agreements to borrow money. The executive
committee did not meet in 1998.
The executive compensation committee consists of three independent trust
managers. The functions of the executive compensation committee include
establishing the compensation of executive officers and administering management
incentive compensation plans. The executive compensation committee met two
times in 1998.
The pricing committee has four members and is authorized to exercise all
the powers of the Board of Trust Managers in connection with the offering,
issuance and sale of our securities. The pricing committee did not meet in
1998.
COMPENSATION OF TRUST MANAGERS
During fiscal year 1998, all non-employee trust managers received compensation
as follows:
Annual retainer fee....................... $2,500.00
Fee for each Board meeting attended....... $1,500.00
Fee for each committee meeting attended... $ 500.00
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During our 1998 fiscal year, all of our independent trust mangers served on
the executive compensation committee. The executive compensation committee
members are Messrs. Dow, Lasher and Shapiro.
Mr. Shapiro, a Vice Chairman and director of Chase Bank of Texas, N.A.
serves on the executive compensation committee. We entered into a $200 million
syndicated revolving credit agreement of which Chase is the agent for the
syndication. Total interest paid to Chase as the agent for the facility was
$3.5 million for the year ended December 31, 1998. Chase's participation as a
syndicate member as of December 31, 1998 was $42.4 million of the $200 million
facility. As of December 31, 1998, $10.3 million was outstanding under the two
credit facilities. We also executed an agreement with Chase for an uncommitted
and unsecured overnight credit facility totaling $20 million. During the fiscal
year ended December 31, 1998, we paid Chase $0.6 million in interest expense
under the uncommitted and unsecured overnight credit facility. From time to
time, we have made short-term borrowings from independent third parties which
were arranged through Chase. The principal amount of the borrowings, which did
not exceed $12.2 million during 1998, was secured by government-backed
securities owned by us. Chase is also the trustee under two grantor trusts,
which hold certain employee deferred compensation funds.
Weingarten Properties Trust, a Texas real estate investment trust that owns
five shopping centers, shares certain common officers and/or trust managers with
us. Messrs. S. Alexander,
5
<PAGE>
Debrovner, Dow, Lasher, Robertson, A. Alexander and Mr. Stephen C. Richter,
Senior Vice President and Treasurer of Weingarten, are officers and/or trust
managers of Weingarten Properties Trust. During 1998, we advanced funds to
Weingarten Properties Trust to fund certain capital needs of Weingarten
Properties Trust under a short-term unsecured note bearing interest at the prime
rate plus 1%, which ranged from 8.75% to 9.5% during the year. As of December
31, 1998, Weingarten Properties Trust owed us $758,556. The largest amount owed
to us during the year was $1,182,975. Weingarten Properties Trust paid us
$87,216 in interest on funds borrowed during fiscal 1998. We currently own 77%
of the outstanding common shares of Weingarten Properties Trust and we also
contract to manage its day-to-day business and properties. Weingarten Properties
Trust paid us approximately $255,026 during 1998 for the management of its
properties and the operation of its business.
Messrs. S. Alexander, A. Alexander, Debrovner, Dow, Lasher, Richter and
Schnitzer are shareholders or officers and/or directors of WRI Holdings, Inc., a
Texas corporation. In December 1984, we contributed certain assets and cash to
WRI Holdings in exchange for, among other consideration, $26.8 million original
principal amount of debt securities (the "Holdings Debt Securities") and common
stock of WRI Holdings. The assets contributed by us to WRI Holdings included
unimproved land in the Railwood Industrial Park in northeast Houston and all of
the issued and outstanding capital stock of Plaza Construction, Inc. and Leisure
Dynamics, Inc. The Holdings Debt Securities were issued pursuant to three
separate trust indentures and originally consisted of $16.7 million principal
amount of debt securities (the "Hospitality Bonds") due December 28, 2004, $7.0
million principal amount of debt securities (the "Railwood Bonds") due December
28, 2004, and $3.2 million principal amount of debt securities (the "Plaza
Bonds") due December 28, 1994. The Plaza Bonds were extended and are currently
due December 28, 1999.
Interest must be paid on the outstanding principal amount of the
Hospitality Bonds at a rate equal to the greater of 16% per annum or 11% of WRI
Holdings' pro rata share of the gross revenues per year from the hotels owned by
Hospitality Ventures, but not more than 18%, the maximum lawful rate in Texas
applicable to the Hospitality Bonds. The Hospitality Bonds were structured so
that we would, under certain circumstances, receive interest income based on the
revenues of the Hospitality Ventures. In August 1995, Hospitality Ventures sold
seven of the eight hotels it owned. The sales proceeds were remitted to us
through WRI Holdings, reducing the principal amount outstanding (net of deferred
gain) to $2.4 million as of December 31, 1995. In August 1996, Hospitality
Ventures secured financing for the remaining hotel, the proceeds from which were
used to reduce the principal amount outstanding (net of deferred gain) to $.4
million.
As of December 31, 1998, the outstanding principal amounts owing on the
Railwood Bonds and the Plaza Bonds were $6.2 million and $2.1 million,
respectively. Interest on both bonds accrues at the rate of 16% per annum (the
"accrual rate"), but is due and payable quarterly at the rate of 10% per annum
(the "pay rate"). The difference between the accrual rate and the amount of
interest paid by WRI Holdings at the pay rate on the debt securities is treated
as unpaid accrued interest, which will not accrue any compound interest and is
payable with the principal at maturity. We recognize as interest income only
amounts actually received for payment under the note. Therefore, we do not
carry the difference between the accrual rate and the pay rate as an asset on
our consolidated balance sheet. The nonrecognized accrued interest outstanding
as of December 31, 1998 under the Railwood Bonds and Plaza Bonds was $7.2
million and $3.9 million, respectively.
Pursuant to a loan agreement between WRI Holdings and us and pursuant to a
note dated December 28, 1984, as amended in October 1987, January 1991 and March
1994, WRI Holdings may borrow from us the amount necessary, up to a maximum of
$40 million, to enable WRI Holdings to pay the interest owing on the Holdings
Debt Securities. Interest on the note accrues at the highest rate per annum
permitted by Texas law as to a portion of the debt and the Chase prime rate plus
2% per annum (but not in excess of the maximum legal rate) on the balance of the
debt. The note is payable December 28, 2004. As of December 31, 1998, $30.5
million was outstanding under the note, which represents the
6
<PAGE>
difference between the amount recognized as interest income on the Holdings Debt
Securities and the pay rate applicable to the bonds, i.e., we did not recognize
as income that portion of the pay rate interest received by us which had been
borrowed by WRI Holdings under the note.
In November 1982, we entered into a loan agreement with River Point Venture
I, a joint venture in which Plaza Construction was a joint venture partner. In
October of 1997, Plaza Construction acquired all ownership interests in the
joint venture under the River Pointe loan agreement which was amended in
December of 1991. Under the terms of the River Pointe loan agreement, we may
loan Plaza Construction up to $12 million for construction and development of
River Pointe. Interest accrues at the prime rate plus 1%, but not in excess of
the maximum rate permitted by law, and payment of the outstanding principal
balance was due December 1, 1998. Beginning in 1990, we discontinued the
recognition of interest income for financial statement purposes. As of December
31, 1998, the principal amount outstanding under the River Point loan agreement
was $___ million plus accrued, but nonrecognized, interest of $___ million. In
June 1998, we purchased land from Plaza Construction for $2.2 million. The
proceeds were used to reduce the Plaza Bonds by $1.1 million and to reduce
outstanding amounts under the River Pointe loan agreement by $1.1 million.
7
<PAGE>
SHARE OWNERSHIP OF MAJOR SHAREHOLDERS,
TRUST MANAGERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of our common shares as of February 1, 1999 by (1) each person known
by us to own beneficially more than 5% of the outstanding common shares, (2)
each current trust manager, (3) each current named executive officer, and (4)
all current trust managers and current named executive officers as a group.
Unless otherwise indicated, the shares listed in the table are owned directly by
the individual or entity, or by both the individual and the individual's spouse.
Except as otherwise noted, the individual or entity had sole voting and
investment power as to shares shown or, in the case of the individual, the
voting power is shared with the individual's spouse.
Certain of the shares listed below are deemed to be owned beneficially by
more than one shareholder under SEC rules. Accordingly, the sum of the
ownership percentages listed exceeds 100%.
Amount and Nature of
Name Beneficial Ownership Percent of Class
---- -------------------- ----------------
Stanford Alexander 2,174,826 (1) 8.15%
Andrew M. Alexander 595,015 (2) 2.23%
Robert J. Cruikshank 1,000 *
Martin Debrovner 175,636 (3) *
Melvin A. Dow 502,277 (4) 1.88%
Stephen A. Lasher 346,502 (5) 1.30%
Joseph W. Robertson, Jr. 125,468 (6) *
Douglas W. Schnitzer 630,280 (7) 2.36%
Marc J. Shapiro 11,500 (8) *
J.T. Trotter 1,000 *
Stephen C. Richter** 56,970 (9) *
(All trust managers and executive
officers as a group (11 persons) 4,027,124 (10) 15.10%
Merrill Lynch Asset Management L.P.
Merrill Lynch Growth Fund. 1,910,466 (11) 7.16%
- ---------------
* Beneficial ownership of less than 1% of the class is omitted.
** Not a nominee for the Board of Trust Managers.
(1) Includes 383,608 shares held by various trusts for the benefit of Mr.
Alexander's children and 296,675 shares for which voting and investment
power are shared with Andrew M. Alexander and Melvin A. Dow, trust managers
of Weingarten; 9,000 shares subject to restrictions on transfer for which
Mr. Alexander has the right to vote and 87,325 shares that may be purchased
by Mr. Alexander upon exercise of share options that are currently
exercisable or that will become exercisable within 60 days of the date for
which beneficial ownership is provided in the table. Also includes 319,580
shares held by a charitable foundation, over which shares Mr. Alexander and
his wife Joan have voting and investment power. Mr. Alexander's address is
2600 Citadel Plaza Drive, Houston, Texas 77008.
(2) Includes 296,675 shares over which Messrs. S. Alexander and Dow have
shared voting and investment power, 2,700 shares are subject to
restrictions on transfer for which Mr. A. Alexander has the right to vote
and
8
<PAGE>
40,800 shares that Mr. A. Alexander may purchase upon the exercise of
share options that will be exercisable within 60 days of February 1, 1999.
(3) Includes 26,875 shares held in trust for the benefit of Mr. Debrovner's
children for which he has voting and investment power, 5,750 shares subject
to restrictions on transfer for which Mr. Debrovner has the right to vote
and 69,000 shares that may be purchased upon the exercise of share options
that will be exercisable within 60 days of February 1, 1999.
(4) Includes 296,675 shares over which Messrs. S. Alexander and Dow have
shared voting and investment power.
(5) Includes 193,349 shares held by trusts for the benefit of Mr. Lasher's
children for which Mr. Lasher exercises voting and investment power.
(6) Includes 4,690 shares subject to restrictions on transfer for which Mr.
Robertson has the right to vote and 48,000 shares that may be purchased
upon the exercise of share options that will be exercisable within 60 days
of February 1, 1999.
(7) Mr. Schnitzer shares voting and investment power with Joan Weingarten
Schnitzer under trusts for Joan Weingarten Schnitzer with respect to all
the shares beneficially owned by Mr. Schnitzer.
(8) Includes 2,600 shares owned by Mr. Shapiro's children for which he
disclaims beneficial ownership because he holds no custodial authority with
respect to the shares.
(9) Includes 2,105 subject to restrictions on transfer for which Mr. Richter
has the right to vote and 26,000 shares that may be purchased upon the
exercise of share options that will be exercisable within 60 days of
February 1, 1999.
(10) Includes 24,245 shares subject to restrictions on transfer for which the
trust managers and officers have the right to vote and 271,125 shares that
may be purchased upon the exercise of share options that will be
exercisable within 60 days of February 1, 1999.
(11) Pursuant to information contained in a Schedule 13G filed by or on behalf
of the beneficial owners with the SEC on February 2, 1999. In the Schedule
13G, the parties listed the address of Merrill Lynch Asset Management as
World Financial Center, North Tower, 250 Vesey Street, New York, New York
10381, and Merrill Lynch Growth Fund as 800 Scudders Mill Road, Plainsboro,
New Jersey 08536.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our trust
managers and executive officers, and persons who own more than 10% of a
registered class of our equity securities, to file reports of holdings and
transactions in our securities with the SEC and the NYSE. Executive officers,
trust managers and greater than 10% beneficial owners are required by applicable
regulations to furnish us with copies of all Section 16(a) forms they file with
the SEC.
Based solely upon a review of the reports furnished to us with respect to
fiscal year 1998, we believe that all SEC filing requirements applicable to our
trust managers and executive officers were satisfied.
PROPOSAL ONE
ELECTION OF TRUST MANAGERS
At the annual meeting, 10 trust managers will be elected by the
shareholders to serve until his successor has been duly elected and qualified,
or until the earliest of his death, resignation or retirement.
9
<PAGE>
Regardless of the number of votes each nominee receives, pursuant to the Texas
Real Estate Investment Trust Act, each trust manager will continue to serve
unless another nominee receives the affirmative vote of the holders of 66 2/3%
of our outstanding common shares.
The persons named in the enclosed proxy will vote your shares as you
specify on the enclosed proxy form. If you return your properly executed proxy
but fail to specify how you want your shares voted, the shares will be voted in
favor of the nominees listed below. The Board of Trust Managers has proposed
the following nominees for election as trust managers at the annual meeting.
Each of the nominees is currently a member of the Board of Trust Managers.
NOMINEES
STANFORD ALEXANDER, Chairman of the Board of Trust Managers and Chief
Executive Officer since January 1, 1993. President and Chief Executive Officer
from 1962 to January 1, 1993. Trust manager since 1956 and our employee since
1955. President, Chief Executive Officer and a trust manager of Weingarten
Properties Trust. Member of the Houston Regional Advisory Board of Chase Bank
of Texas, N.A. (formerly Texas Commerce Bank, N.A.) Houston Regional Board.
Age: 70.
ANDREW M. ALEXANDER, Trust manager since 1983. President since 1983.
Executive Vice President/Asset Manager and President of Weingarten Realty
Management Company from 1993 to 1995. Senior Vice President/Asset Manager of
Weingarten Realty Management Company from 1991 to 1993, and Vice President from
1990 to 1991 and, prior to our reorganization in December 1984, Vice President
from 1998 to 1990. Mr. Alexander has been our employee since 1978. He is a
trust manager of Weingarten Properties Trust. Director of Academy Sports &
Outdoors, Inc. Age: 42.
ROBERT J. CRUIKSHANK, Trust manager since 1997. Senior Partner of
Deloitte & Touche LLP from 1989 to 1993. Managing Partner of Deloitte Haskins
& Sells from 1974 to 1989. Director of Houston Industries, Inc., Maxxam, Inc.,
Kaiser Aluminum Corp., Texas Biotechnology Corp. and American Residential
Services. Age: 68.
MARTIN DEBROVNER, Trust manager since 1976. Vice Chairman since 1997.
President and Chief Operating Officer from 1993 to 1997. President of
Weingarten Realty Management Company since our reorganization in December 1984
to 1993. Executive Vice President of Weingarten from March 1984 to December
1984. Senior Vice President of Weingarten from 1980 to March 1984. Employed by
us since 1967. Trust Manager of Weingarten Properties Trust. Age: 62.
MELVIN A. DOW, Trust manager since 1984. Chairman/CEO of Dow, Cogburn &
Friedman, P.C. since 1995. President and a partner of Dow, Cogburn & Friedman
from 1954 until 1995. Trust Manager of Weingarten Properties Trust. Age: 71.
STEPHEN A. LASHER, Trust manger since 1980. President of The GulfStar
Group, Inc., since January 1991. Executive Vice President and Managing Director
of Corporate Finance of Rotan Mosle Inc., from 1986 to January 1991. Trust
manager of Weingarten Properties Trust. Director of Ceanic and Oshman's
Sporting Goods. Age: 50.
JOSEPH W. ROBERTSON, JR., Trust manager since 1978. Executive Vice
President and Chief Financial Officer since 1993. Senior Vice President and
Chief Financial Officer from 1992 to 1993. He has been employed by us since
1971. Trust manager of Weingarten Properties Trust. Age: 51.
DOUGLAS W. SCHNITZER, Trust manager since 1984. Chairman/CEO of Senterra
Real Estate Group, L.L.C. since 1994. President and Chief Executive Officer of
Senterra Development from August
10
<PAGE>
1989 to December 1994. Senior Vice President/General Marketing & U.S.C.B. of
Century Development Corporation from _______ to August 1989. Age: 42.
MARC J. SHAPIRO, Trust manager since 1985. Vice Chairman of The Chase
Manhattan Bank since 1997. Chairman and Chief Executive Officer of Texas
Commerce Bank from January 1994 to 1997. President and Chief Executive Officer
from 1989 to January 1994, and Vice Chairman and Chief Financial Officer from
1982 to 1989. Director of Chase, Browning-Ferris Industries and Burlington
Northern Santa Fe Corporation. Age: 51.
J. T. TROTTER, Trust manager since 1985. Director of Howell Corporation.
Age: 72.
Andrew M. Alexander is the son of Stanford Alexander. Stephen A. Lasher is
a first cousin of Douglas W. Schnitzer, a first cousin once-removed of Stanford
Alexander and a second cousin of Andrew M. Alexander. Douglas W. Schnitzer is a
first cousin once-removed of Stanford Alexander and a second cousin of Andrew M.
Alexander. Martin Debrovner is a first cousin of Mrs. Stanford (Joan)
Alexander.
THE BOARD OF TRUST MANAGERS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF TRUST MANAGERS AS SET FORTH IN PROPOSAL ONE. PROXIES SOLICITED BY
THE BOARD OF TRUST MANAGERS WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE IN
YOUR PROXY.
PROPOSAL TWO
AMENDMENT TO THE AMENDED AND RESTATED DECLARATION OF TRUST TO INCREASE THE
NUMBER OF AUTHORIZED PREFERRED SHARES
Our present capital structure authorizes 150,000,000 common shares of
beneficial interest, par value $0.03 and 10,000,000 preferred shares, par value
$0.03, of which 1,100,000 preferred shares remain undesignated. As of March 1,
1999, 26,689,297 of our common shares were issued and outstanding and an
additional 1,244,407 of our common shares were reserved for issuance under share
incentive plans, existing options and other purposes. As of March 1, 1999, the
preferred shares were designated, issued and outstanding as follows: (i)
3,000,000 7.44% Series A Cumulative Redeemable Preferred Shares, (ii) 3,600,000
7.125% Series B Cumulative Redeemable Preferred Shares; and (iii) 2,300,000
7.00% Series C Cumulative Redeemable Preferred Shares. We believe this capital
structure is inadequate for our future needs. Therefore, the Board of Trust
Managers has unanimously approved the amendment to our Amended and Restated
Declaration of Trust to increase the number of preferred shares authorized for
issuance by 10,000,000 shares, from 10,000,000 preferred shares to 20,000,000
preferred shares. We believe this capital structure more appropriately reflects
our future needs and recommend that you approve the amendment. The
undesignated preferred shares may be issued from time to time in one or more
series with the rights, preferences and privileges, including dividend rates,
conversion and redemption prices, and voting rights as may be determined by the
Board of Trust Managers.
The authorization of an additional 10,000,000 preferred shares would give
the Board of Trust Managers the express authority, without further action by
you, to issue additional shares of our preferred shares from time to time as the
Board of Trust Managers deems necessary. The Board of Trust Managers believes
its necessary to have the ability to issue additional shares of our preferred
shares for general corporate purposes, including acquisitions of additional
properties and refinancing debt. The Board of Trust Managers also believes the
additional authorized preferred shares, along with the ability to vary features
such as dividend rates and conversion rights of the preferred shares to meet the
requirements of a particular transaction, will allow us advantages in
negotiations and the flexibility to structure transactions involving the
issuance of preferred shares.
11
<PAGE>
It is proposed that Article Seven of our Amended and Restated Declaration
of Trust be amended by deleting the first paragraph of the article in its
entirety and replacing it with the following language:
"The aggregate number of shares of beneficial interest which the Trust
shall have authority to issue is 150,000,000 common shares, $.03 par value
("Common Shares"), and 20,000,000 preferred shares, $.03 par value
("Preferred Shares"). All of the Common Shares shall be equal in all
respects to every other such Common Share, and shall have no preference,
conversion, exchange or preemptive rights."
The proposed increase in the number of authorized preferred shares may have
a number of effects on you, depending upon the exact nature and circumstances of
any actual issuance of additional authorized preferred shares. The increase
could have anti-takeover implications as the additional preferred shares could
be issued (within the limits imposed by applicable law) to make a change in
control or a takeover of Weingarten more difficult.
In addition, an issuance of additional preferred shares having conversion
rights could have the effect of diluting your interests. You should also expect
that any issued preferred shares would have dividend and liquidation preferences
superior to yours, if you are a holder of common shares. You do not have
preemptive rights to subscribe for additional securities which we may issue.
The Board of Trust Managers has unanimously adopted resolutions setting
forth the proposed amendment to the Amended and Restated Declaration of Trust,
declaring its advisability and directing that the proposed amendment be
submitted to you for your approval at the annual meeting. If adopted by the
shareholders, the amendment will become effective upon filing the amendment with
the County Clerk of Harris County, Texas.
THE BOARD OF TRUST MANAGERS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF TRUST MANAGERS WILL BE SO VOTED
UNLESS YOU SPECIFY OTHERWISE IN YOUR PROXY.
PROPOSAL THREE
AMENDMENT OF ARTICLE EIGHTEEN OF THE AMENDED AND RESTATED
DECLARATION OF TRUST
For us to qualify and to continue to qualify as a REIT under the Internal
Revenue Code of 1986, as amended, not more than 50% in value of our outstanding
common shares and preferred shares may be owned, directly or indirectly, by five
or fewer individuals (as defined in the Code to include certain entities) during
the last half of a taxable year, and the common shares must be owned by 100 or
more persons during at least 335 days of a taxable year of 12 months or during a
proportionate part of a shorter taxable year. In furtherance of these
limitations, Article Eighteen of our Amended and Restated Declaration of Trust
provides that, subject to certain limitations, no person or persons acting as a
group shall at any time directly or indirectly acquire ownership in excess of
9.8% of our outstanding common shares and preferred shares.
In order to meet the ownership and transferability restrictions, our trust
managers are granted the authority to prohibit the transfer of a sufficient
number of common shares and preferred shares to maintain or bring the ownership
of shares into conformity with the ownership and transferability restrictions
and to prohibit the transfer of shares to persons whose acquisitions would
result in a violation of the restrictions.
12
<PAGE>
The trust managers' authority to prohibit transfers of shares could
interfere with the trading of our shares on the NYSE. As a result of the
ownership and transfer restrictions, the NYSE has conditioned our continued
listing on the NYSE upon an amendment to Article Eighteen of the Amended and
Restated Declaration of Trust indicating that we will not take any action that
may preclude the settlement of any transaction entered into through the
facilities of the NYSE.
If this proposal is approved Article Eighteen will be amended to read as
follows:
"(j) Nothing in this Article Eighteen shall preclude, nor may the Trust
take any action to impede, the settlement of any transaction entered into
through the facilities of the New York Stock Exchange, Inc."
The effect of this proposed amendment will be to eliminate our right to
interfere with the orderly trading of our shares on the NYSE. The Board of
Trust Managers believes that the existing provisions of our Amended and Restated
Declaration of Trust governing the treatment of "excess shares" will enable us
to preserve our status as a REIT after the shareholders approve this proposal.
The Board of Trust Managers has unanimously adopted resolutions setting
forth the proposed amendment to the Amended and Restated Declaration of Trust,
declaring its advisability and directing that the proposed amendment be
submitted to you for your approval at the annual meeting. If adopted by the
shareholders, the amendment will become effective upon filing the amendment with
the County Clerk of Harris County, Texas.
THE BOARD OF TRUST MANAGERS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF TRUST MANAGERS WILL BE SO VOTED
UNLESS YOU SPECIFY OTHERWISE IN YOUR PROXY.
PROPOSAL FOUR
AMENDMENT TO THE 1993 INCENTIVE SHARE PLAN
The Board of Trust Managers recommends that you approve a proposal to amend
our 1993 Incentive Share Plan to increase the number of shares that can be
issued under the plan. Currently, an aggregate of 1,000,000 common shares are
authorized for issuance under the 1993 Share Incentive Plan, of which 192,300
shares were available for new grants as of January 1, 1999. The proposed
amendment would increase the total number of shares authorized for issuance by
234,000 to an aggregate of 1,234,000 shares. If approved, we intend to have the
additional shares registered on Form S-8.
We believe that providing executive officers and key employees who have
substantial responsibilities for our management and growth with an opportunity
to increase their ownership of common shares through the plan further aligns the
interests of the executive officers with the best interests of the shareholders.
The Board of Trust Managers also believes that the 1993 Share Incentive Plan may
be used as an effective tool in attracting and retaining new executive officers
and key employees. The Board of Trust Managers believes that an increase in the
aggregate number of authorized shares is necessary to allow the continued
viability of the plan.
General. The plan allows the grant of shares, share options, share
appreciation rights and performance awards, and provides for a termination date
of December 31, 2002. Options granted under the plan may be either incentive
stock options under the provisions of Section 422 of the Code or nonqualified
stock options. The number of common shares that may be issued pursuant to the
exercise of share options, SARs, performance awards and share grants granted
under the plan is subject to certain adjustments to prevent dilution. The
principal features of the plan are summarized below.
13
<PAGE>
Eligibility. Only our full time employees who have substantial executive
or administrative responsibility in the management or development of our
business are eligible to participate in the plan.
Administration. The plan is administered by our executive compensation
committee, which, under the terms of the plan, must consist of disinterested
persons within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934,
as amended. The executive compensation committee has complete discretion in
determining awards under the plan. The plan provides that, in making grants, the
executive compensation committee shall take into consideration the contribution
the employee has made or may make to our success, the success of our or
affiliates and other factors as the executive compensation committee shall
determine. The plan permits the executive compensation committee, at its
discretion, to fix performance objectives related to a participant's job
responsibilities, conditioning the right to exercise a share option or the
vesting of a share award or performance award upon achievement of performance
objectives.
SARs. The executive compensation committee has the discretion to grant a
SAR in tandem with any option or may grant the SAR independently. A SAR entitles
a participant to surrender the SAR to us and to receive in exchange the number
of common shares having an aggregate value equal to the excess of the fair
market value of one share on the date of exercise over the purchase price per
share specified in the SAR, times the number of shares called for by the SAR (or
portion thereof) surrendered. The executive compensation committee may elect to
settle any SAR obligation in cash. Any SAR granted in tandem with an option is
only exercisable to the extent that the related option is exercisable. Further,
SAR is only exercisable upon consent of the executive compensation committee.
Limited SARs payable upon the occurrence of a change in control (as defined in
the plan) may be granted under the plan.
Expiration of Awards. Each ISO or NSO granted under the plan shall expire
not more than 10 years after the date of its grant. Any SAR not granted in
tandem with a share option shall expire not more than 10 years from the date of
its grant, and any SAR granted in tandem with a share option shall expire or
terminate whenever the option to which it relates expires or terminates. Share
awards and performance awards may be subject to a vesting period as set by the
executive compensation committee at the time of grant.
The plan provides that upon the occurrence of a change in control, all
awards vest in full. All share options expire upon an optionee's termination of
employment for any reason other than death, except that the executive
compensation committee may, in its discretion, grant an option which permits the
exercise for up to 36 months after the optionee's retirement or disability or
for periods up to three months following other reasons for termination of
employment, and no more than 10 years after the date the option was granted.
Upon an optionee's termination of employment by reason of death, the optionee's
options, to the extent then exercisable, may be exercised for a period of up to
36 months after the date of the optionee's death, but no more than 10 years
after the date an option was granted.
Exercise Price. The option price for each share option is determined by
the executive compensation committee, but may not be less than the fair market
value of our common shares on the date of grant. Non-qualified options may be
granted at less than the fair market value of our common shares on the date of
grant (but not less than $0.03 per share, the par value of the common shares).
Options may be issued under the plan that contain a provision that the option
exercise price is automatically adjusted to the then fair market value of the
common shares on certain dates more than three years after grant if the current
value is more than 25% below the option exercise price. The payment of the
option exercise price may be in cash or common shares previously purchased. The
executive compensation committee may provide that we will loan the exercise
price to optionees.
Reload Options. An option grant may include a "reload option," which
provides that upon the exercise of an option, a replacement option, with an
exercise price equal to the then fair market value of
14
<PAGE>
a Common Share and the same expiration date as the option exercised, covering a
number of shares equal to the number of shares tendered to pay the exercise
price, or equal to the number of shares issued upon exercise, will be granted to
the optionee. The plan permits us to allow an optionee, upon exercise of an
option or vesting of an award, to satisfy any applicable federal income tax
requirements in the form of either cash or common shares, including common
shares issuable upon exercise of the option.
Other Awards. The plan provides for share awards which may be share grants
or contingent or restricted share awards. The plan also provides for performance
awards, which may be settled in either cash or common shares based upon the
fulfillment of criteria established by the executive compensation committee. No
common shares may be issued pursuant to any award under the plan prior to the
payment to us of cash equal to the par value per common share by the
participant.
Amendments. Our Board of Trust Managers may amend the plan at any time,
except that any amendment that affects the aggregate number of shares that may
be issued under share options, SARs, performance awards and share grants awarded
pursuant to the plan or the material terms of the awards granted pursuant to the
plan, would require shareholder approval. The plan allows the executive
compensation committee, with the consent of an optionee, to amend outstanding
options or exchange outstanding options for replacement options. Unless
previously terminated by the Board of Trust Managers, the plan will terminate on
December 31, 2002.
Federal Income Taxes. As a general rule, no income will be recognized by an
employee upon the grant of either ISOs or NSOs. Upon the exercise of a NSO, the
employee will be treated as receiving compensation income in an amount equal to
the excess of the fair market value of the shares at the time of exercise over
the option price paid for the shares. We may claim a compensation deduction in
the same amount which is deemed to have been received by the employee as
compensation income. However, our ability to claim the compensation deduction
is subject to the withholding (payroll taxes) and the reasonability (amount of
compensation) requirements of the Code. Upon a subsequent disposition of the
shares, any difference between the fair market value of the shares at the time
of exercise and the amount realized on the disposition would be eligible for
treatment as long-term capital gain or loss if the shares were held for more
than 12 months. The exercise of an ISO, on the other hand, does not subject the
optionee to federal income tax; however, the "spread" upon the exercise of an
ISO is an item of adjustment for purposes of the alternative minimum tax. If the
optionee holds the common shares received upon the exercise of an ISO for the
requisite ISO holding period, gain on the disposition of the shares is treated
as long-term capital gain. If a disposition of the shares is made in a taxable
transaction before expiration of the ISO holding period, a portion of the gain
on disposition will be treated as ordinary income and the balance as long-term
or short-term capital gain, depending on the length of time the shares were
held. We are allowed a deduction in the year of disposition of shares received
upon exercise of an ISO only to the extent the amount of any gain is taxable to
the optionee as ordinary income.
An optionee who receives a SAR will not recognize any taxable income upon
receipt of any SAR, but upon exercise of any SAR, the fair market value of the
common shares (or the cash in lieu of common shares) received must be treated as
ordinary income by the optionee for that year. Under these circumstances, we
will, in general, be entitled to a deduction equal to the amount taxable to the
optionee as ordinary income. If the optionee receives common shares upon the
exercise of a SAR and thereafter disposes of the shares in a taxable
transaction, the difference between any amount realized on the disposition and
the amount treated as ordinary income upon the exercise of any SAR will be
treated as a capital gain or loss (provided the common shares were held as a
capital asset on the date of disposition), which will be a long or short-term
capital gain or loss depending on the holding period of the common shares, and
taxed at the same rate as ordinary income.
15
<PAGE>
In general, no income will be recognized by an employee upon the receipt of
a restricted share grant or a performance award. On the date (i) the award is
settled in cash, in the case of certain performance awards, or (ii) the shares
granted or issued under other share awards, become either transferable by the
employee or no longer subject to a substantial risk of forfeiture, the employee
will be treated as receiving compensation income in an amount equal to the cash
received or the then fair market value of the shares, as applicable, and we will
be entitled to a deduction in the same amount. However, our ability to claim
the compensation deduction is subject to the withholding (payroll taxes) and the
reasonability (amount of compensation) requirements of the Code.
The exercise of an NSO by, the payment of a SAR with common shares to, or
the vesting of a restricted share grant to, an employee subject to the
provisions of Section 16(b) of the Exchange Act will be a taxable event on the
date of the event. A nonrestricted share grant to an employee who is subject to
the provisions of Section 16(b) will generally not be a taxable event until the
earlier of six months after the event or the date the employee ceases to be
subject to Section 16(b) and the amount of compensation income will be measured
by the value of the common shares on the later date. A taxable event relating to
the vesting of a contingent or restricted share award or the payment of a
performance unit or performance shares will be either the date of the payment or
the earlier of six months after the date or the date the employee ceases to be
subject to Section 16(b), depending upon the terms of the awards.
It is proposed that Paragraph 3, Section (a) of the plan be amended by
deleting the final sentence of Section (a) in its entirety and replacing it with
the following language:
"Subject to adjustment as hereinafter provided, the aggregate number of
Shares as to which Awards may be granted under the Plan shall not exceed
1,234,000."
THE BOARD OF TRUST MANAGERS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF TRUST MANAGERS WILL BE SO VOTED
UNLESS YOU SPECIFY OTHERWISE IN YOUR PROXY.
PROPOSAL FIVE
APPROVAL OF THE 1999 EMPLOYEE STOCK PURCHASE PLAN
In order to encourage employee ownership of common shares, on October 21,
1998, our Board of Trust Managers adopted the 1999 Employee Share Purchase Plan,
subject to shareholder approval. Although it is anticipated that commons
shares issued under the plan will be purchased on the open market, the Board of
Trust Managers has reserved 250,000 common shares for issuance under the plan,
subject to adjustment in the event of stock splits, stock dividends,
recapitalization, or other changes in the outstanding common shares. The plan
provides our eligible employees with a means to purchase, through payroll
deductions, common shares at a discount, consistent with the provisions of
Section 423 of the Code. The principal features of the plan are summarized
below. All statements made in the summary of the plan are qualified by
reference to the full text of the 1999 Employee Share Purchase Plan attached to
this proxy statement as Appendix A.
Eligibility. Our employees and trust managers, and employees of our
designated subsidiaries are eligible to participate in the plan, on a purely
voluntary basis, if they meet certain conditions. To be eligible, an employee
must (1) be classified by us as a "benefits eligible" employee and (2) not be
deemed to own shares possessing 5% or more of the total combined voting power or
value of all classes of our shares.
Participation. An eligible employee or trust manager may elect to
participate in the plan on January 1, April 1, July 1, or October 1, following
his or her satisfaction of the eligibility requirements,
16
<PAGE>
by executing and filing an election form with the plan administrator. A
participant may voluntarily cease his or her participation in the plan at any
time by filing a notice of cessation of participation with the plan
administrator.
Payroll Deductions and Exchange Limitations. During a purchase period,
each participant may authorize payroll deductions from his or her compensation
for the purpose of purchasing common shares during that purchase period.
Payroll deductions may not be less than $10 per pay period. In addition to
payroll deductions, participants may deposit funds with us to be used to
purchase common shares under the plan. However, the total amount that a
participant may contribute to the plan through payroll deductions and deposits
may not exceed $25,000 for any calendar year. All funds received or held by us
under the plan may be used for any corporate purpose. No interest on the funds
received by us will be credited to or paid to any participant. A participant
may change the amount of his or her payroll deduction by filing an amended
election form with the plan administrator.
Purchases. On the last day of the purchase period, the balance in each
participant's account shall automatically be applied to purchase common shares,
unless he or she notifies the plan administrator of his or her desire not to
purchase common shares pursuant to an amended election form. We will purchase
for the participant the largest number of common shares as can be purchased with
the amounts withheld from the participant's compensation (or deposited by the
participant) during the purchase period at a price that is equal to 85% of the
lower of (1) the greater of the market value of the common shares on the first
day of the purchase period and the average market value for all business days of
the purchase period or (2) the market value of the common shares on the last day
of the purchase period.
Withdrawal and Distribution. A participant may request a withdrawal of
common shares from his or her account by submitting an amended election form to
the plan administrator Moreover, if a participant terminates his or her
employment with us, or otherwise ceases to be an eligible employee, he or she
will receive a refund in full (without interest) of the balance credited to the
account of the employee.
Restrictions on Transfer. The balance credited to a participant's account
and any rights to receive common shares under the plan may not be assigned,
encumbered, alienated, transferred, pledged or otherwise disposed of by a
participant, other than by will or by the laws of descent and distribution.
Subject to certain conditions, common shares purchased pursuant to the plan may
not be sold, transferred or disposed of until the second anniversary of the date
of purchase.
Tax Treatment. The plan is intended to qualify as an employee share
purchase plan within the meaning of Section 423 of the Code. Under the Code, an
employee who elects to participate in the plan will not realize income at the
time the offering commences or when the common shares are actually purchased
under the plan. If an employee disposes of the common shares after two years
from the date the offering of the common shares commences under the plan and
after one year from the actual date of purchase of the common shares under the
plan, a portion of the participant's gain will be ordinary income and a portion
will be capital gain. The participant will be taxed at ordinary income rates on
the lesser of (1) the amount, if any, by which the fair market value of the
shares, when the option was granted, exceeds the option price; or (2) the
amount, if any, by which the share's fair market value at the time of such
disposition or death exceeds the exercise price paid by the participant. Upon a
subsequent disposition, the participant will realize a capital gain or loss
equal to the difference, if any, between the proceeds of the sale and the
participant's basis in the common shares (the option price plus any ordinary
income previously realized). The capital gain tax date will depend on how long
the shares are held by the participant and other factors. If an employee
disposes of the shares purchased under the plan during the holding period, the
employee generally will realize ordinary compensation income equal to the
excess, if any, of the shares' fair market value over its exercise price. In
the event of a disposition during
17
<PAGE>
the holding period, we will be entitled to a compensation deduction in an amount
equal to the amount the employee is required to recognize as ordinary income as
a result of the disposition of the shares.
Administration and Termination. The plan provides for administration of
the plan by the plan administrator. The Board of Trust Managers may terminate
or amend the plan in any respect at any time, except that your approval is
required for any amendment to increase the number of shares available for
purchase under the plan.
THE BOARD OF TRUST MANAGERS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF TRUST MANAGERS WILL BE SO VOTED
UNLESS YOU SPECIFY OTHERWISE IN YOUR PROXY.
PROPOSAL SIX
RATIFICATION OF INDEPENDENT AUDITORS
Based upon the recommendation of the audit committee, the shareholders are
urged to ratify the appointment by the Board of Trust Mangers of Deloitte &
Touche LLP as independent auditors for the fiscal year ending December 31, 1999.
Deloitte, or its predecessors, has served as our independent auditors for more
than 30 years and is familiar with our affairs and financial procedures. The
shareholders approved the ratification of Deloitte's appointment as independent
auditors for the fiscal year ended December 31, 1998 at the last annual meeting
of shareholders.
Representatives of Deloitte are expected to be present at the annual
meeting and will have an opportunity to make a statement, if they desire to do
so, and to respond to appropriate questions from shareholders.
THE BOARD OF TRUST MANAGERS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF TRUST MANAGERS WILL BE SO VOTED
UNLESS YOU SPECIFY OTHERWISE IN YOUR PROXY.
EXECUTIVE COMPENSATION
The following Report of the Executive Compensation Committee on Executive
Compensation and the performance graph shall not be deemed incorporated by
reference by any general statement incorporating this proxy statement into any
filing under the Securities Act of 1933, as amended or under the Securities Act
of 1934, as amended, except to the extent we specifically incorporates this
information by reference, and shall not otherwise be deemed filed under the
either Act.
EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Our executive compensation is supervised by the executive compensation
committee of the Board of Trust Managers which is comprised entirely of
independent trust managers. The executive compensation committee is responsible
for evaluating and establishing the level of compensation for executive officers
and administering our share option plans.
COMPENSATION PHILOSOPHY AND OBJECTIVES
We seek to provide executive compensation that will support the achievement
of our growth and financial goals while attracting and retaining qualified
executive officers and rewarding superior performance. In order to achieve its
objectives, we have structured an incentive based compensation
18
<PAGE>
system tied to our financial performance and portfolio growth. We will attempt
to maximize the amount of compensation expense that is tax deductible where
consistent with our compensation philosophy.
The executive compensation committee annually reviews our compensation
program to ensure that pay levels and incentive opportunities are competitive
and reflect the performance of Weingarten. In general, we compensate our
executive officers through base salary, bonus compensation, share options and
restricted shares. Our annual executive officer compensation package, including
that of the Chairman/Chief Executive Officer and the Vice Chairman, generally
has lower base salaries than comparable companies, coupled with a leveraged
incentive bonus system which will pay more with good performance and less with
performance that is below expectation. Generally, bonuses are within 20% to 50%
of the base compensation of the individual, depending on the size of the
incentive bonus awarded.
BASE SALARY
Base salary levels for executive officers are largely derived through an
evaluation of the responsibilities of the position held and the experience of
the particular individuals, both compared to companies of similar size,
complexity and, where comparable, in the some industry. The determination of
comparable companies was based upon selections made by both Weingarten, as to
comparable companies in the real estate industry, and by independent
compensation consultants, as to other comparable companies. Not all companies
included in the National Association of Real Estate Investment Trusts All Equity
Index described on page 25 are comparable in size and complexity, and not all
comparable real estate companies are REITs. Actual salaries are based on an
executive officer's skill and ability to influence our financial performance and
growth in both the short-term and long-term. During 1998, the executive
compensation committee used salary survey data supplied by NAREIT and
compensation information provided by outside consultants in establishing base
salaries. The executive officers' salaries, including those of the Chairman and
Vice Chairman, were generally set at the mid range of the survey data.
BONUS COMPENSATION
All of our executive officers participate in a bonus program. Each
individual's eligible bonus is based on a percentage of the individual's base
salary. This bonus program has been in effect for more than 15 years. The bonus
percentage is also based on a competitive analysis. Again, the executive
officer's ability to influence our success is considered in establishing this
percentage. Earned bonuses are determined annually on the basis of performance
against pre-established goals. Other than for the Chairman and Vice Chairman,
the eligible bonus percentage for other executive officers is allocated 50% to
our goals and 50% to the individual's goals. Specific individual goals for each
executive officer are established at the beginning of the year and are tied to
the functional responsibilities of each executive officer. Individual goals
include both objective financial measures as well as subjective factors such as
efficiency in managing capital resources, successful acquisitions, good investor
relations and the continued development of management. Our goals are primarily
based on operating performance, as measured by factors such as our funds from
operations, and achieving the appropriate growth objective, relating primarily
to portfolio acquisitions and new development. Other than the allocation
between the goals of Weingarten and the individual, no specific weights are
assigned to the individual goals. The bonuses of both the Chairman and Vice
Chairman are based entirely on our performance. Our performance targets were
exceeded in fiscal year 1998 and consequently the executive officers were
eligible for full bonus awards.
SHARE INCENTIVE PROGRAM
The executive compensation committee strongly believes that by providing
our executive officers with an opportunity to increase their ownership of common
shares, the best interests of
19
<PAGE>
shareholders and the executive officers will be closely aligned. Therefore,
executive officers are eligible to receive share awards and options from time to
time, giving them the right to purchase our common shares. The number of options
granted to an executive officers is based on practices of the same comparable
companies used to define base salary levels. Share options historically have not
been a consistently utilized element of our executive compensation system, and
we do not adhere to any firmly established formulas or schedules for the
issuance of options, but options are awarded when considered appropriate.
CHAIRMAN/CEO PERFORMANCE EVALUATION
For 1998, the executive compensation committee evaluated the Chairman of
the Board's performance based on our financial performance and its growth in
real estate assets. We exceeded both our funds from operations objective and
achieved our goals for acquisition and new development programs by investing in
excess of $_____ million. Mr. S. Alexander received 100% of his potential bonus
based on an exceeding an corporate goals and objectives for 1998. Mr.
Alexander's compensation is awarded by the executive compensation committee
without reference to any specific performance factor or component (i.e. base
salary, bonus compensation and the share incentive program).
The foregoing report is given by the following members of the Compensation
Committee:
MELVIN A. DOW
STEPHEN A. LASHER
MARC SHAPIRO
20
<PAGE>
Compensation of Executive Officer
The following table summarizes the compensation paid by us for each of the
fiscal years ended December 31, 1998, 1997 and 1996 to the Chief Executive
Officer and the other most highly compensated executive officers who received a
total annual salary and bonus in excess of $100,000 in fiscal year 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
--------------------------------------------------------------------------------------------------
Securities
Restricted Underlying
Share Options All
Name and Salary Bonus Other Annual Awards SAR Other
Principal Position Year ($) ($) Compensation ($) (#)(1) Compensation
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stanford Alexander 1998 $494,000 $235,000 $134.536 --- $ 11,734 (2)
Chairman and Chief 1997 494,000 235,000 128,512 --- 100,400 12,182
Executive Officer 1996 494,000 235,000 ---- --- 12,693
Martin Debrovner 1998 410,000 137,591 104,520 --- 168,901 (3)
Vice Chairman 1997 383,400 137,600 99,840 --- 78,000 160,999
1996 360,000 141,300 --- --- --- 155,858
Andrew M. Alexander 1998 300,938 110,000 78,390 --- 36,773 (4)
President 1997 287,500 80,000 74,880 --- 58,500
1996 273,800 82,200 --- ---
Joseph W. Robertson 1998 290,771 56,626 --- --- --- 34,059 (5)
Jr. 1997 278,250 54,126 --- --- 39,600
Executive Vice 1996 278,250 60,000 --- --- ----
President and Chief
Financial Officer
Stephen C. Richter 1998 188,100 39,723 --- --- --- 17,725 (6)
Senior Vice 1997 180,000 44,516 --- 146,200 23,700 16,267
President 1996 166,500 36,975 --- --- --- ---
and Treasurer
</TABLE>
___________
(1) No SARs were granted during 1996, 1997 or 1998.
(2) Includes $6,934 of premiums paid by us under "split dollar" life insurance
agreements and $4,800 for our contributions to the 401(k) Savings and
Investment Plan on behalf of Mr. S. Alexander.
(3) Includes $2,452 of premiums paid by us under "split dollar" life insurance
agreements, $4,800 for our contributions to the 401(k) Savings and
Investment Plan on behalf of Mr. Debrovner, and $161,649 contributed to the
Supplemental Retirement Plan.
(4) Includes $4,800 for our contributions to the 401(k) Savings and Investment
Plan on behalf of Mr. A. Alexander and $31,973 contributed to the
Supplemental Retirement Plan.
(5) Includes $4,800 for our contributions to the 401(k) Savings and Investment
Plan on behalf of Mr. Robertson and $29,259 contributed to the Supplemental
Retirement Plan.
(6) Includes $4,800 for our contributions to the 401(k) Savings and Investment
Plan on behalf of Mr. Richter and $12,925 contributed to the Supplemental
Retirement Plan.
21
<PAGE>
OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information concerning the value of
the unexercised options as of December 31, 1998 held by the executive officers
of Weingarten.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1998 AND
Fiscal 1998 Year-End Option Values
- -----------------------------------------------------------------------------------------------------------------------------------
Number of
Unexercised
Shares Options Held Value of Unexercised In-the-Money
Acquired on Value at December Options at
Name Exercise(#) Received 31, 1998 December 31, 1998
- -----------------------------------------------------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stanford Alexander 0 63,325 172,400 $681,663 $1,279,173
- -----------------------------------------------------------------------------------------------------------------------------------
Martin Debrovner 0 53,000 126,000 619,561 919,873
- -----------------------------------------------------------------------------------------------------------------------------------
Andrew M. Alexander 0 33,200 81,300 417,174 566,980
- -----------------------------------------------------------------------------------------------------------------------------------
Joseph W. Robertson, Jr. 0 38,000 69,600 407,874 519,448
- -----------------------------------------------------------------------------------------------------------------------------------
Stephen C. Richter 0 22,000 31,700 282,873 218,180
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PENSION PLAN
The following table shows the approximate annual retirement benefits under
our non-contributory pension plan (before the reduction made for social security
benefits) to eligible employees in specified compensation and years of service
categories, assuming retirement occurs at age 65 and that benefits are payable
only during the employee's lifetime. Benefits are not actuarially reduced where
survivorship benefits are provided.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT
- -----------------------------------------
Years of Service
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AVERAGE 15 20 25 30 35 40
COMPENSATION
$125,000 $ 28,125 $ 37,500 $ 46,875 $ 56,250 $ 65,624 $ 75,000
150,000 33,750 45,000 56,250 67,500 78,750 90,000
175,000 39,375 52,500 65,625 78,750 91,875 150,000
200,000** 45,000 60,000 75,000 90,000 105,000 120,000
225,000** 50,625 67,000 84,375 101,250 118,125 135,000*
250,000** 56,250 75,000 93,750 112,500 131,250* 150,000*
300,000** 67,500 90,000 112,500 135,000* 157,500* 180,000*
400,000** 90,000 120,000 150,000* 180,000* 210,000* 240,000*
450,000** 101,250 135,000* 168,750* 202,500* 236,250* 270,000*
500,000** 112,500 150,000* 187,500* 225,000* 262,500* 300,000*
</TABLE>
22
<PAGE>
_________
* Currently, the maximum annual pension benefit which currently may be paid
under a qualified plan is $130,000 subject to certain grandfather rules for
limitation years beginning in 1998.
** Compensation in excess of $160,000 is disregarded with respect to plan years
beginning in 1998. Accordingly, the compensation of each executive officer
included in the Summary Compensation Table on page 22 which was covered by
the non-contributory pension plan was limited to $160,000.
The compensation used in computing average monthly compensation is the
total of all amounts paid by us as shown on the employee's W-2 Form, plus
amounts electively deferred by the employee under the savings plan and (S) 125
cafeteria plan. Compensation in excess of $160,000 is disregarded. Credited
years of service for named executive officers of as of March 1, 1999 are as
follows: Mr. S. Alexander, 45 years; Mr. Debrovner, 31 years; Mr. Robertson, 27
years; Mr. A. Alexander, 21 years; and Mr. Richter, 19 years. Mr. S. Alexander
commenced receiving a benefit under the Plan in January, 1996.
The non-contributory pension plan covers all employees who are age 21 or
over, with at least one year of employment with us except leased employees and
employees covered by a collective bargaining agreement. The non-contributory
pension plan pays benefits to an employee in the event of death, disability,
retirement or other termination of employment after the employee meets certain
vesting requirements (generally 20% vesting after two years of service and an
additional 20% vesting each year thereafter until 100% vested). Under the non-
contributory pension plan, the amount of the monthly retirement benefit payable
beginning at age 65, the normal retirement age, is equal to (i) 1.5% of average
monthly compensation during five consecutive years, within the last ten years,
which would yield the highest average monthly compensation multiplied by years
of service rendered after age 21 (not in excess of 40 years), minus (ii) 1.5% of
the monthly social security benefits in effect on the date of retirement
multiplied by years of service rendered after age 21 and after July 1, 1976 (not
in excess of 33.3 years).
CHANGE OF CONTROL ARRANGEMENTS
The Board of Trust Managers has entered into Severance and Change in
Control Agreements with the following officers: Joseph W. Robertson, Jr.;
Stephen C. Richter; Patty Bender; Don Dennis; Candace DuFour; Johnny Hendrix;
John Marcisz; Tim Seckenger; Jeffrey Tucker; and Steve Weingarten, which become
operative only upon a change of control of us. A change of control is defined
as any one of five events: (1) we merge, consolidate or reorganize into or with
another corporation or legal entity and we are not the "surviving entity;" (2)
we sell or otherwise transfer 50% or more of its assets to another corporation
or other legal entity or in a series of related transactions; (3) any person or
group acquires 25% of our then outstanding voting shares; (4) we file a report
or proxy statement with the SEC disclosing that a change of control has or will
occur; or (5) if, during any 12 month period, trust managers at the beginning of
the 12 month period cease to constitute a majority of the trust managers.
If an executive officer is terminated under specified conditions within one
year following a change of control, the executive officer will be entitled to a
severance benefit in an amount equal to (1) 2.99 times the executive officer's
annualized base salary as of the first date constituting a change of control or,
if greater, (2) 2.99 times the executive officer's highest base salary in the
five fiscal years preceding the first event constituting a change of control,
plus 2.99 times the executive officer's targeted bonus for the fiscal year in
which the first event constituting a change of control occurs. In addition, an
executive officer is entitled to receive an additional payment or payments to
the extent the severance benefit is subject to the excise tax imposed by Section
4999 of the Code or any similar tax imposed by state or local law, or any
penalties or interest with respect to the tax.
Executive officers will also receive one year of employee benefits coverage
substantially similar to what the executive officer received or was entitled to
receive prior to the change in control.
23
<PAGE>
PERFORMANCE GRAPH
SEC rules require the presentation of a line graph comparing, over a period
of five years, the cumulative total shareholder return to a performance
indicator of a broad equity market index and either a nationally recognized
industry index or a peer group index constructed by us.
The graph below provides an indicator of cumulative total shareholder
returns for us as compared with the S&P Stock Index and the NAREIT All Equity
Index (excluding healthcare REITs), weighted by market value at each measurement
point. The graph assumes that $100 was invested on December 31, 1994 in our
common shares and that all dividends were reinvested by the shareholder.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
[Graph appears here]
1994 1995 1996 1997 1998
WRI 115 123 140 164 160
S&P 500 Index 111 153 188 251 293
The NAREIT All 122 140 190 230 159
Equity Index*
*(excluding health care REITs)
The foregoing price performance comparisons shall not be deemed
incorporated by reference by any general statement incorporation by reference
this proxy statement into any filing under the Acts except to the extent that we
specifically incorporate this graph by reference, and shall not otherwise be
deemed filed under the Acts.
24
<PAGE>
There can be no assurance that our share performance will continue into the
future with the same or similar trends depicted in the graph above. We will not
make or endorse any predications as to future share performance.
SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal at the annual meeting in
the year 2000, and who wishes to have to proposal included in our proxy
statement for that meeting, must deliver the proposal to our corporate Secretary
at P.O. Box 924133, Houston, Texas 77292-4133 by November 17, 1999. All
proposals must meet the requirements set forth in the rules and regulations of
the SEC in order to be eligible for inclusion in the proxy statement for that
meeting.
ANNUAL REPORT
We have provided without charge a copy of the annual report to shareholders
for fiscal year 1998 to each person being solicited by this proxy statement.
UPON THE WRITTEN REQUEST BY ANY PERSON BEING SOLICITED BY THIS PROXY STATEMENT,
WE WILL PROVIDE WITHOUT CHARGE A COPY OF THE ANNUAL REPORT ON FORM 10-K AS FILED
WITH THE SEC (EXCLUDING EXHIBITS, FOR WHICH A REASONABLE CHARGE SHALL BE
IMPOSED). All requests should be directed to: M. Candace DuFour, Vice President
and Secretary at Weingarten Realty Investors, P.O. Box 924133, Houston, Texas
77292-4133.
25
<PAGE>
APPENDIX A
WEINGARTEN REALTY INVESTORS
1999 EMPLOYEE SHARE PURCHASE PLAN
1. Purpose
The primary purpose of this Plan is to encourage Share ownership by each
Eligible Employee and each Eligible Trust Manager in the belief that such Share
ownership will increase his or her interest in the success of Weingarten Realty
Investors, a Texas real estate investment trust (the "Company").
2. Definitions
2.1. The term "Account" shall mean the separate bookkeeping account
established and maintained by the Plan Administrator for each Participant for
each Purchase Period to record the contributions made on his or her behalf to
purchase Shares under this Plan.
2.2. The term "Beneficiary" shall mean the person designated as such in
accordance with Section 8.
2.3. The term "Board" shall mean the Board of Trust Managers of the
Company.
2.4. The term "Closing Price" (a) for the first business day of any
Purchase Period shall mean the closing price for a share of the Shares as
reported for such day in The Wall Street Journal or in any successor to The Wall
Street Journal or, if there is no such successor, in any publication selected by
the Committee or, if no such closing price is so reported for such day, the
first such closing price which is so reported after such day or, if no such
closing price is so reported during the two week period which begins on the
first day of such Purchase Period, the fair market value of a Share as
determined on the first day of such Purchase Period by the Committee and (b) for
the last business day of a Purchase Period shall mean the closing price for a
Share as reported for such day in The Wall Street Journal or in any successor to
The Wall Street Journal or, if there is no such successor, in any publication
selected by the Committee or, if no such closing price is so reported for such
day, the last such closing price which is so reported before such day or, if no
such closing price is so reported during the two week period which ends on the
last day of such Purchase Period, the fair market value of a Share as determined
as of the last day of such Purchase Period by the Committee.
2.5. The term "Committee" shall mean the Compensation Committee of the
Board.
2.6. The term "Company" shall mean Weingarten Realty Investors, a Texas
real estate investment trust.
<PAGE>
2.7. The term "Election Form" shall mean the form which an Eligible
Employee or Eligible Trust Manager shall be required to properly complete in
writing and timely file at least 15 days prior to the commencement of any
Purchase Period in order to make any of the elections available to an Eligible
Employee or Eligible Trust Manager under this Plan.
2.8. The term "Eligible Trust Manager" shall mean a person who is a member
of the Board.
2.9. The term "Eligible Employee" shall mean each officer or employee of a
Participating Employer who is shown on the payroll records of a Participating
Employer as a "benefits eligible" employee.
2.10. The term "Participant" shall mean (a) for each Purchase Period an
Eligible Employee or Eligible Trust Manager who has elected to purchase Shares
in accordance with Section 4 in such Purchase Period and (b) any person for whom
Shares are held pending delivery under Section 7.
2.11. The term "Participating Employer" shall mean the Company and any
affiliated entity which is designated as such by the Committee.
2.12. The term "Pay" means (i) in the case of an Eligible Employee, all
cash compensation paid to him or her for services to the Participating Employer,
including regular straight time earnings or draw, overtime, commissions and
bonuses, but excluding amounts paid as living allowance or reimbursement of
expenses and other similar payments; and (ii) in the case of an Eligible Trust
Manager, all retainers and meeting and other service fees paid to him or her by
the Participating Employer.
2.13. The term "Pay Day" means the day as of which Pay is paid to a
Participant.
2.14. The term "Plan" shall mean this Weingarten Realty Investors 1999
Employee Share Purchase Plan, effective as of January 1, 1999, and as thereafter
amended from time to time.
2.15. The term "Plan Administrator" shall mean the Company or the Company's
delegate.
2.16. The term "Purchase Period" shall mean a period set by the Committee.
Unless changed by the Committee, each Purchase Period shall begin on the first
day of a calendar quarter and end on the last day of such calendar quarter. The
first Purchase Period shall commence on January 1, 1999 and terminate on March
31, 1999.
2.17. The term "Purchase Price" for each Purchase Period shall mean 85% of
the lesser of: (a) the Closing Price for a Share on the last day of such
Purchase Period and (b) the greater of: (i) the Closing Price for a Share on the
first day of such Purchase Period and (ii) the average Closing Price for a Share
for all of the business days in the Purchase Period.
2.18. The term "Rule 16b-3" shall mean Rule 16b-3 promulgated under Section
16(b) of the Securities Exchange Act of 1934, as amended, or any successor to
such rule.
2
<PAGE>
2.19. The term "Share" shall mean the common shares of beneficial interest,
par value $.03 per share, of the Company. The aggregate number of Shares
available for grant under this Plan shall not exceed 250,000, subject to
adjustment pursuant to Section 17 hereof plus any Shares acquired by the Plan
Administrator in the open market for the Accounts of the Participants. Shares
subject to the Plan may be either authorized but unissued Shares, or Shares
hereafter acquired by the Company.
3. Administration
Except for the exercise of those powers expressly granted to the Committee
to determine the Closing Price, who is a Participating Employer and to set the
Purchase Period, the Plan Administrator shall be responsible for the
administration of this Plan and shall have the power in connection with such
administration to interpret the Plan and to take such other action in connection
with such administration as the Plan Administrator deems necessary or equitable
under the circumstances. The Plan Administrator also shall have the power to
delegate the duty to perform such administrative functions as the Plan
Administrator deems appropriate under the circumstances. Any person to whom the
duty to perform an administrative function is delegated shall act on behalf of
and shall be responsible to the Plan Administrator for such function. Any
action or inaction by or on behalf of the Plan Administrator under this Plan
shall be final and binding on each Eligible Employee, each Eligible Trust
Manager, each Participant and on each other person who makes a claim under this
Plan based on the rights, if any, of such Eligible Employee, Eligible Trust
Manager or Participant under this Plan.
4. Participation
4.1. Each person who is an Eligible Employee or an Eligible Trust Manager
shall be a Participant in this Plan for the related Purchase Period if he or she
properly completes and timely files an Election Form with the Plan Administrator
to elect to participate in this Plan. An Election Form may require an Eligible
Employee or Eligible Trust Manager to provide such information and to agree to
take such action (in addition to the action required under Section 5) as the
Plan Administrator deems necessary or appropriate in light of the purpose of
this Plan or for the orderly administration of this Plan.
4.2. Notwithstanding anything herein to the contrary, no person shall be
deemed to be an Eligible Employee or an Eligible Trust Manager:
(a) if immediately after such participation, Participant would own
Shares, and/or hold outstanding options to purchase Shares, possessing 5%
or more of the total combined voting power or value of all classes of
Shares of the Company (for purposes of this paragraph, the rules of Section
424(d) of the Internal Revenue Code of 1986, as amended, shall apply in
determining Share ownership of any Participant); or
(b) if such Participant's rights to purchase Shares under all employee
share purchase plans of the Company accrues at a rate which exceeds $25,000
in fair market value
3
<PAGE>
of the Shares (determined at the time of Plan enrollment) for each calendar
year in which such purchase right is outstanding.
5. Contributions
5.1. Each Participant's Election Form under Section 4 shall specify the
contributions that he or she proposes to make for the related Purchase Period.
Such contributions shall be expressed as a specific dollar amount that
Participant proposes to contribute in cash or a percentage of the Participant's
Pay that his or her Participant Employer is authorized to deduct from his or her
Pay each Pay Day during the Purchase Period (or as a combination of such cash
and such payroll deduction contributions); provided, however:
(a) the minimum payroll deduction for a Participant for each Pay Day
for purposes under this Plan shall be $10.00, and
(b) the maximum contribution which a Participant may make for purposes
under this Plan for any calendar year shall be $25,000.
5.2. A Participant shall have the right to amend his or her Election Form
at any time to reduce or to stop his or her contributions, and such election
shall be effective immediately for cash contributions and as soon as practicable
after the Plan Administrator actually receives such amended Election Form for
payroll deductions. A withdrawal shall be deducted from the participant's
Account as of the date the Plan Administrator receives such amended Election
Form, and the actual withdrawal shall be effected by the Plan Administrator as
soon as practicable after such date. Participants who stop or withhold
contributions for any Purchase Period may not participate again for at least six
months.
5.3. All payroll deductions made for a Participant shall be credited to his
or her Account as of the Pay Day as of which the deduction is made. All
contributions made by a Participant under this Plan, whether in cash or through
payroll deductions, shall be held by the Company or by such Participant's
Participating Employer, as agent for the Company. All such contributions shall
be held as part of the general assets of the Company and shall not be held in
trust or otherwise segregated from the Company's general assets. No interest
shall be paid or accrued on any such contributions. Each Participant's right to
the contributions credited to his or her Account shall be that of a general and
unsecured creditor of the Company. Each Participating Employer shall have the
right to make such provisions as it deems necessary or appropriate to satisfy
any tax laws with respect to purchases of Shares made under this Plan.
5.4. The balance credited to the Account of an Eligible Employee
automatically shall be refunded in full (without interest) if his or her status
as an employee of all Participating Employers terminates for any reason
whatsoever during a Purchase Period and the balance credited to the Account of
an Eligible Trust Manager automatically shall be refunded in full (without
interest) if his or her status as a member of the Board terminates for any
reason whatsoever during a Purchase Period. Such refunds shall be made as soon
as practicable after the Plan Administrator has actual notice of any such
termination.
4
<PAGE>
6. Purchase of Shares
6.1. If a Participant is an Eligible Employee or an Eligible Trust Manager
through the end of a Purchase Period, the balance which remains credited to his
or her Account at the end of such Purchase Period automatically shall be applied
to purchase Shares at the Purchase Price for such Shares for such Purchase
Period. Such Shares shall be purchased on behalf of the Participant by
operation of this Plan in whole and fractional Shares.
6.2. Except as specifically provided herein, the Participants shall have
the same rights and privileges under the Plan. All rules and determinations of
the Board in the administration of the Plan shall be uniformly and consistently
applied to all persons in similar circumstances.
6.3. If the total Shares to be purchased on any date in accordance with
Section 6(a) exceeds the Shares then available under the Plan (after deduction
of all Shares that have been purchased under Section 6(a)), the Plan
Administrator shall make a pro rata allocation of the Shares remaining available
in as neatly a uniform manner as shall be practical and as it shall determine to
be equitable.
7. Delivery
A book-entry record of the Shares purchased by each Participant shall be
maintained by the Company's transfer agent and no certificates shall be issued
for such Shares except to the extent that a Participant specifically so
requests. Notwithstanding the foregoing, when a refund is made to a participant
pursuant to Section 5.4, certificates shall be delivered to him or her for all
Shares then held for the Participant under the Plan. A Share certificate
delivered to a Participant shall be registered in his or her name or, if the
Participant so elects and is permissible under applicable law, in the names of
the Participant and one such other person as may be designated by the
Participant, as joint tenants with rights of survivorship. However, (a) no
Share certificate representing a fractional share of Share shall be delivered to
a Participant or to a Participant and any other person, (b) cash which the Plan
Administrator deems representative of the value of a Participant's fractional
share shall be distributed (when a participant requests a distribution of
certificates for all of the shares of Share held for him or her) in lieu of such
fractional share unless a Participant in light of Rule 16b-3 waives his or her
right to such cash payment and (c) the Plan Administrator shall have the right
to charge a participant for registering Share in the name of the Participant and
any other person. No Participant (or any person who makes a claim for, on behalf
of or in place of a participant) shall have any interest in any Share under this
Plan until they have been reflected in the book-entry record maintained by the
transfer agent or the certificate for such Share has been delivered to such
person.
8. Designation of Beneficiary
A Participant may designate on his or her Election Form a Beneficiary (a)
who shall receive the balance credited to his or her Account if the Participant
dies before the end of a Purchase Period and (b) who shall receive the Share, if
any, purchased for the Participant under this Plan if the Participant dies after
the end of a Purchase Period but before either the certificate representing such
5
<PAGE>
Shares has been delivered to the Participant or before such Shares have been
credited to a brokerage account maintained for the Participant. Such
designation may be revised in writing at any time by the Participant by filing
an amended Election Form, and his or her revised designation shall be effective
at such time as the Plan Administrator receives such amended Election Form. If a
deceased Participant fails to designate a Beneficiary or, if no person so
designated survives a Participant or, if after checking his or her last known
mailing address, the whereabouts of the person so designated survives a
Participant or, if after checking his or her last known mailing address, the
whereabouts of the person so designated are unknown, then the Participant's
estate shall be treated as his or her designated Beneficiary under this
Section 8.
9. Transferability and Dispositions
9.1. Neither the balance credited to a Participant's Account nor any rights
to receive Shares under this Plan may be assigned, encumbered, alienated,
transferred, pledged or otherwise disposed of in any way by a Participant during
his or her lifetime or by his or her Beneficiary or by any other person during
his or her lifetime, and any attempt to do so shall be without effect.
9.2. Except as provided in the last sentence of this Section 9.2 or in
Section 7, no sale, transfer or other disposition may be made of any Shares
purchased under the Plan until the second anniversary of such purchase. If a
Participant violates the foregoing restriction, he or she shall remit to the
Company an amount of cash equal to the difference between the amount he or she
paid for such Shares and the Closing price of such Shares on the date they were
purchased. The amount to be remitted for purposes of the foregoing shall be
computed by the Plan Administrator, in its discretion, using a last-in-first-out
basis of accounting in the event that Shares for more than one Purchase Period
are involved. Notwithstanding the foregoing, if a Participant who owns Shares
subject to the foregoing restriction is determined by the Plan Administrator in
its discretion to have a serious financial need for the proceeds of the sale of
such Shares, then upon application made by the Participant, the Plan
Administrator shall consent to a sale of such Shares to the extent necessary to
satisfy the serious financial need, and the Participant will not be required to
make the remittance to the Company described in this Section 9.2.
10. Securities Registration
If the Company shall deem it necessary to register under the Securities Act
of 1933, as amended, or any other applicable statute any Shares purchased under
this Plan or to qualify any such Shares for an exemption from any such statutes,
the Company shall take such action at its own expense. If Shares are listed on
any national securities exchange at the time any Shares are purchased hereunder,
the Company shall make prompt application for the listing on such national
securities exchange of such Shares, at its own expense. Purchases of Shares
hereunder shall be postponed as necessary pending any such action.
11. Compliance with Rule 16b-3
All elections and transactions under this Plan by persons subject to Rule
16b-3 are intended to comply with at least one of the exemptive conditions under
Rule 16b-3. The Plan Administrator
6
<PAGE>
shall establish such administrative guidelines to facilitate compliance with at
least one such exemptive condition under Rule 16b-3 as the Plan Administrator
may deem necessary or appropriate. If any provision of this Plan or such
administrative guidelines or any act or omission with respect to this Plan
(including any act or omission by an Eligible Employee or an Eligible Trust
Manager) fails to satisfy such exemptive condition under Rule 16b-3 or otherwise
is inconsistent with such condition, such provision, guidelines or act or
omission shall be deemed null and void.
12. Amendment or Termination
This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate, and any such amendment shall be
subject to the approval of the Company's shareholders to the extent such
approval is required under the laws of the State of Texas, federal tax laws or
to the extent such approval is required to meet the security holder approval
requirements under Rule 16b-3; provided, however, no amendment shall be
retroactive unless the Board in its discretion determines that such amendment is
in the best interest of the Company or such amendment is required by applicable
law to be retroactive. The Board also may terminate this Plan and any Purchase
Period at any time (together with any related contribution election) or may
terminate any Purchase Period (together with any related contribution elections)
at any time; provided, however, no such termination shall be retroactive unless
the Board determines that applicable law requires a retroactive termination.
13. Notices
All Election Forms and other communications from a Participant to the Plan
Administrator under, or in connection with, this Plan shall be deemed to have
been filed with the Plan Administrator when actually received in the form
specified by the Plan Administrator at the location, or by the person,
designated by the Plan Administrator for the receipt of any such Election Form
and communications.
14. Employment
The right to elect to participate in this Plan shall not constitute an
offer of employment or membership on the Board, and no election to participate
in this Plan shall constitute an employment agreement for an Eligible Employee
or an agreement with respect to Board membership for an Eligible Trust Manager.
Any such right or election shall have no bearing whatsoever on the employment
relationship between an Eligible Employee and any other person or on an Eligible
Trust Manager's status as a member of the Board. Finally, no Eligible Employee
shall be induced to participate in this Plan, or shall participate in this Plan,
with the expectation that such participation will lead to employment or
continued employment, and no Eligible Trust Manager shall be induced to
participate in this Plan, or shall participate in this Plan, with the
expectation that such participation will lead to continued membership on the
Board.
7
<PAGE>
15. Changes in Capital Structure
15.1 In the event that the outstanding Shares of the Company are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of Shares or other securities of the Company or of another corporation, by
reason of any reorganization, merger, consolidation, recapitalization,
reclassification, Share split-up, combination of Shares or dividend payable in
Shares, appropriate adjustment shall be made by the Board in the number or kind
of Shares as to which a right granted under this Plan shall be exercisable, to
the end that the right holder's proportionate interest shall be maintained as
before the occurrence of such event. Any such adjustment made by the Board
shall be conclusive.
15.2 If the Company is not the surviving or resulting corporation in any
reorganization, merger, consolidation or recapitalization, this Plan, and the
Company's rights, duties and obligations hereunder, shall be assumed by the
surviving or resulting corporation and the rights of a Participant to purchase
Shares shall continue in full force and effect.
16. Headings, References and Construction
The headings to sections in this Plan have been included for convenience of
reference only. This Plan shall be interpreted and construed in accordance with
the laws of the State of Texas.
17. Shareholder Approval
This Plan is intended to be a "Qualified Plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended. Accordingly, the
Company will seek shareholder approval of the Plan at the next annual meeting of
the Company's shareholders. If shareholder approval is not obtained, the Board
of Trust Managers may terminate the Plan in its sole discretion.
8
<PAGE>
WEINGARTEN REALTY INVESTORS
ANNUAL MEETING OF SHAREHOLDERS
_______________, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUST MANAGERS
The shareholder of Weingarten Realty Investors, a Texas real estate investment
trust, whose name and signature appear on the reverse side of this card, having
received the notice of the annual meeting of shareholders and the related proxy
statement for Weingarten's annual meeting of shareholders to be held at the
Houstonian, 111 N. Post Oak Lane, Houston, Texas, on Wednesday, April 28, 1999,
at 11:00 a.m., Houston time, hereby appoints Stanford Alexander, Martin
Debrovner and Andrew M. Alexander, or each of them, the proxies of the
shareholder, each with full power of substitution, to vote at the annual
meeting, and at any adjournments of the annual meeting, all preferred shares,
par value $0.03 per share, of Weingarten stock that the shareholder is entitled
to vote, in the manner shown on the reverse side of this card.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUST MANAGERS AND THE PREFERRED SHARES
REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH THE SHAREHOLDER'S DIRECTIONS
ON THE REVERSE SIDE OF THIS CARD. IF NO DIRECTION IS GIVEN, THEN THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR PROPOSAL 3 AND IN THE PROXIES'
DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING
OR ANY ADJOURNMENTS THEREOF, SUBJECT TO LIMITATIONS SET FORTH IN APPLICABLE
REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934.
Please mark, sign, date, and return this proxy card promptly using the enclosed
envelope. If you plan to attend the meeting, please so indicate in the space
provided on the reverse side.
See reverse side
<PAGE>
Weingarten Realty Investors
Please mark your vote in the following manner using dark ink only: [X] THIS
PROXY, WHEN PROPERLY EXECUTED AND DELIVERED, WILL BE VOTED AS SPECIFIED BELOW.
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 3. THE
PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
THE BOARD OF TRUST MANAGERS RECOMMENDS A VOTE FOR PROPOSAL 3.
3. Amendment of Article Seven of the Amended and Restated Declaration of Trust
to increase the number of authorized preferred shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
7. In their discretion, the proxies are authorized to vote upon all other
matters which may properly come before the annual meeting or any
adjournments of the annual meeting.
The undersigned hereby revokes any proxy previously given with respect to
Weingarten's preferred shares and hereby ratifies and confirms all that the
proxies, then substitutes or any of them may lawfully do by virtue hereof.
Signature Date
---------------------------------------- -----------------------
Signature Date
---------------------------------------- -----------------------
Note: Please sign exactly as name(s) appear(s) on this card. When shares are
held jointly, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. When
executed by a corporation or partnership, please sign in full corporate or
partnership name by a duly authorized officer or partner, giving title. Please
sign, date and mail this proxy promptly whether or not you expect to attend the
meeting. You may nevertheless vote in person if you do attend.
See reverse side
<PAGE>
WEINGARTEN REALTY INVESTORS
ANNUAL MEETING OF SHAREHOLDERS
_______________, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUST MANAGERS
The shareholder of Weingarten Realty Investors, a Texas real estate investment
trust, whose name and signature appear on the reverse side of this card, having
received the notice of the annual meeting of shareholders and the related proxy
statement for Weingarten's annual meeting of shareholders to be held at the
Houstonian, 111 N. Post Oak Lane, Houston, Texas, on Wednesday, April 28, 1999,
at 11:00 a.m., Houston time, hereby appoints Stanford Alexander, Martin
Debrovner and Andrew M. Alexander, or each of them, the proxies of the
shareholder, each with full power of substitution, to vote at the annual
meeting, and at any adjournments of the annual meeting, all common shares, par
value $0.03 per share, of Weingarten stock that the shareholder is entitled to
vote, in the manner shown on the reverse side of this card.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUST MANAGERS AND THE COMMON SHARES
REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH THE SHAREHOLDER'S DIRECTIONS
ON THE REVERSE SIDE OF THIS CARD. IF NO DIRECTION IS GIVEN, THEN THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4, 5 AND 6 AND IN
THE PROXIES' DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF, SUBJECT TO LIMITATIONS SET FORTH IN
APPLICABLE REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934.
Please mark, sign, date, and return this proxy card promptly using the enclosed
envelope. If you plan to attend the meeting, please so indicate in the space
provided on the reverse side.
See reverse side
<PAGE>
Weingarten Realty Investors
Please mark your vote in the following manner using dark ink only: [X] This
proxy, when properly executed and delivered, will be voted as specified below.
If no specification is made, this proxy will be voted for proposals 1, 2, 3, 4,
5 and 6. The proxies cannot vote your shares unless you sign and return this
card.
The Board of Trust Managers recommends a vote FOR proposals 1, 2, 3, 4, 5 and 6.
1. Election of Trust Managers.
<TABLE>
<CAPTION>
<S> <C>
FOR all nominees listed below (except Withhold Authority to vote for all
as marked to the contrary). [ ] nominees listed below. [ ]
</TABLE>
Stanford Alexander, Andrew M. Alexander, Robert J. Crukshank, Martin Debrovner,
Melvin A. Dow, Stephen A. Lasher, Joseph W. Robertson, Jr., Douglas w.
Schnitzer, Marc J. Shapiro and J. T. Trotter
INSTRUCTION: To withhold authority to vote for any individual nominee, list the
individual's name below.
- -------------------------------------------------------------------------------
2. Ratification of Deloitte & Touche LLP as Weingarten's independent auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Amendment of Article Seven of the Amended and Restated Declaration of Trust
to increase the number of authorized preferred shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Amendment to Article Eighteen of the Amended and Restated Declaration of
Trust as required for continued listing on the New York Stock Exchange.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. Amendment to Weingarten's 1993 Share Incentive Plan to increase the number
of shares authorized for issuance.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
6. Approval of the 1999 Employee Share Purchase Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
7. In their discretion, the proxies are authorized to vote upon all other
matters which may properly come before the annual meeting or any
adjournments of the annual meeting.
The undersigned hereby revokes any proxy previously given with respect to
Weingarten's common shares and hereby ratifies and confirms all that the
proxies, then substitutes or any of them may lawfully do by virtue hereof.
Signature Date
------------------------------------- -------------------------
Signature Date
------------------------------------- -------------------------
Note: Please sign exactly as name(s) appear(s) on this card. When shares are
held jointly, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. When
executed by a corporation or partnership, please sign in full corporate or
partnership name by a duly authorized officer or partner, giving title. Please
sign, date and mail this proxy promptly whether or not you expect to attend the
meeting. You may nevertheless vote in person if you do attend.
See reverse side
