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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box: [_]
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF
COMMISSION ONLY (AS
PERMITTED BY RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
WEINGARTEN REALTY INVESTORS
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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Notes:
<PAGE>
WEINGARTEN REALTY INVESTORS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 2000
TO OUR SHAREHOLDERS:
You are invited to attend our annual meeting of shareholders which will be
held at the Doubletree Hotel at Post Oak, 2001 Post Oak Boulevard, Houston,
Texas, on Monday, April 24, 2000, at 4:00 p.m., Houston time. The purpose of
the meeting is to vote on the following proposals:
PROPOSAL 1: To elect nine trust managers to serve for a one year term,
and until their successors are elected and qualified.
PROPOSAL 2: To ratify the selection of Deloitte & Touche LLP as
Independent auditors for the fiscal year ending December
31, 2000.
The board of trust managers has fixed the close of business on March 20,
2000 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, 1999 are enclosed
with this notice of annual meeting and proxy statement.
YOUR 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
March 27, 2000
Houston, Texas
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MONDAY, APRIL 24, 2000
WEINGARTEN REALTY INVESTORS
2600 CITADEL PLAZA DRIVE
HOUSTON, TEXAS 77008
The board of trust managers is soliciting proxies to be used at the 2000
annual meeting of shareholders to be held at the Doubletree Hotel at Post Oak,
2001 Post Oak Boulevard, Houston, Texas, on Monday, April 24, 2000, at 4:00
p.m., Houston time. This proxy statement, accompanying proxy and annual report
to shareholders for the fiscal year ended December 31, 1999 are first being
mailed to shareholders on or about March 27, 2000. 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 20, 2000
are entitled to notice of and to vote at the annual meeting. As of March 20,
2000, we had 26,746,306 common shares of beneficial interest issued and
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. 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 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. local time at our principal executive offices listed above.
HOW YOU CAN VOTE
Shareholders cannot vote at the annual meeting unless 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:
- 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.
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<PAGE>
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. We do
not anticipate that any other matters will 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 (13,373,154 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 (17,830,870 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 (13,373,154
shares) present in person or represented by proxy is required to re-elect trust
managers. All of the nominees for trust manager served as our trust managers in
1999. Abstentions and broker non-votes are not counted for purposes of the
election of trust managers.
The affirmative vote of the holders of a majority of the outstanding common
shares (13,373,154 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.
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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.
In accordance with SEC regulations and the regulations of the New York
Stock Exchange, 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, 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. During fiscal year 1999, the board of trust managers held 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(1) 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(2) x
Stephen A. Lasher. . . . . . . . x x x
Joseph W. Robertson, Jr..(3) . . x x x
Douglas W. Schnitzer . . . . . . x
Marc J. Shapiro. . . . . . . . . x x x
J.T. Trotter . . . . . . . . . . x x
- ---------
<FN>
(1) Chairman.
(2) Mr. Dow resigned from the Audit Committee effective February 18, 2000.
(3) Effective April 15, 2000, Mr. Robertson is retiring as a trust manager and officer.
He will serve as a consultant to us after his retirement.
</TABLE>
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The audit committee consisted of four independent trust managers during
1999. The functions of the audit committee include recommending to the board of
trust managers the appointment of independent auditors, 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 1999.
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 and enter into
financial derivative contracts. The executive committee did not meet during
1999, however, they executed 13 unanimous written consents during the year.
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 1999.
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
1999, however, they executed one unanimous written consent during the year.
COMPENSATION OF TRUST MANAGERS
During fiscal year 1999, our six non-employee trust managers received
compensation as follows:
Annual retainer fee . . . . . . . . . . . . . . . . . . . . . . . $2,500
Fee for each board meeting attended. . . . . . . . . . . . . . 1,000
Fee for each committee meeting attended. . . . . . . . . . . . 500
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During our 1999 fiscal year, three of our independent trust managers served
on the executive compensation committee. The executive compensation committee
members are Messrs. Dow, Lasher and Shapiro.
Mr. Shapiro, vice chairman of Chase Manhattan Bank, serves on the executive
compensation committee. We have a $200 million syndicated revolving credit
agreement of which Chase is the agent for the syndication. Chase's
participation as a syndicate member as of December 31, 1999 was $42.5 million of
the $200 million facility. We also have an agreement with Chase for an
uncommitted and unsecured overnight credit facility totaling $20 million. As of
December 31, 1999, $114.0 million was outstanding under the two credit
facilities.
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, Debrovner, Dow, Lasher, A. Alexander and Mr. Stephen
C. Richter, our senior vice president and treasurer, are officers and/or trust
managers of Weingarten Properties Trust. During 1999, 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, 1999, Weingarten Properties Trust owed us $783,000. The largest amount owed
to us during the year was $870,704. Weingarten Properties Trust paid us $70,657
in interest on funds borrowed during fiscal year 1999. We currently own 77% of
the outstanding common shares of Weingarten Properties Trust and contract to
manage its day-to-day business and properties. Weingarten Properties Trust paid
us $267,918 during 1999 for the management of its properties and the operation
of its business.
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<PAGE>
Mr. Dow, chairman/ceo and a stockholder of Dow, Cogburn & Friedman, P.C.
serves on the compensation committee. During fiscal year 1999, we paid Dow,
Cogburn & Friedman, P.C. $933,390 for legal services.
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 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 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, 2000.
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 hotel owned by
Hospitality Venture, 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 Venture. 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 from a third party, the
proceeds from which were used to reduce the principal amount outstanding
(net of deferred gain) on the Hospitality Bonds to $.4 million.
Interest on the Railwood Bonds and the Plaza 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. In December 1999, WRI
Holdings sold all of its undeveloped land in the Railwood Industrial Park to an
unrelated third party for $7.8 million. These proceeds were used to retire all
amounts outstanding (net of deferred gain) under the Railwood Bonds.
Additionally, WRI forgave all accrued interest under the Railwood Bonds which
has not been recognized as income for financial accounting purposes.
The outstanding principal amounts owing on the Plaza Bonds at December 31,
1999 was $2.1 million and the accrued interest outstanding which has not been
recognized for financial accounting purposes was $4.5 million.
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
Bonds. Interest on the note accrues at the highest rate per annum permitted by
Texas law as to a portion of the debt and at 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, 1999, $20.9 million
was outstanding under the note, which represents the difference between the
amount recognized as interest income on the Holdings Bonds 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.
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<PAGE>
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 1987, Plaza Construction acquired all ownership interests in the
joint venture it did not already own from the other joint venturer.
Additionally, Plaza Construction became the successor of the joint venture under
the River Pointe loan agreement, which was amended in December, 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 is due December 1, 2000.
Beginning in 1990, we discontinued the recognition of interest income on this
note for financial statement purposes. As of December 31, 1999, the principal
amount outstanding under the River Pointe loan agreement was $3.8 million plus
accrued, but nonrecognized, interest of $13.6 million. In December 1999, WRI
Holdings sold all of its undeveloped land in the Railwood Industrial Park to an
unrelated third party for $7.8 million. These proceeds were used to first
retire all amounts outstanding (net of deferred gain) under the Railwood Bonds,
with the remainder used to pay down the amount outstanding under the River
Pointe loan agreement.
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 15, 2000 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 named executive officer, and (4) all
current trust managers and 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.
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<PAGE>
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%.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------------------------ -------------------- ----------------
<S> <C> <C> <C>
Stanford Alexander . . . . . . . . . . . . 2,240,487 (1) 8.25%
Andrew M. Alexander. . . . . . . . . . . . 626,753 (2) 2.31%
Robert J. Cruikshank . . . . . . . . . . . 1,000 *
Martin Debrovner . . . . . . . . . . . . . 263,170 (3) *
Melvin A. Dow. . . . . . . . . . . . . . . 502,277 (4) 1.85%
Stephen A. Lasher. . . . . . . . . . . . . 288,000 (5) 1.06%
Joseph W. Robertson, Jr.** . . . . . . . . 139,368 (6) *
Douglas W. Schnitzer . . . . . . . . . . . 630,280 (7) 2.32%
Marc J. Shapiro. . . . . . . . . . . . . . 11,500 (8) *
J.T. Trotter . . . . . . . . . . . . . . . 1,000 *
Stephen C. Richter . . . . . . . . . . . . 67,247 (9) *
All trust managers and executive
officers as a group (11 persons) . . . . . 4,144,334 (10) 15.38%
Capital Research and Management Co.. . . . 2,585,000 (11) 9.66%
<FN>
- ----------
* Beneficial ownership of less than 1% of the class is omitted.
** Effective April 15, 2000, Mr. Robertson is retiring as a trust manager and officer.
</TABLE>
(1) Includes 385,608 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; 10,800 shares subject to restrictions on transfer for which Mr.
Alexander has the right to vote and 129,467 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 February 15, 2000.
Also includes 324,580 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, 3,240 shares are subject to restrictions on
transfer for which Mr. A. Alexander has the right to vote and 67,900 shares
that Mr. A. Alexander may purchase upon the exercise of share options that
will be exercisable within 60 days of February 15, 2000. Also includes
6,596 shares held in trust for the benefit of Mr. Alexander under the
Company's Deferred Compensation Plan, and 25,000 shares held by a
charitable foundation, over which shares Mr. A. Alexander and his wife
Julie have voting and investment power.
(3) Includes 26,878 shares held in trust for the benefit of Mr. Debrovner's
children for which he has voting and investment power, 6,900 shares subject
to restrictions on transfer for which Mr. Debrovner has the right to vote
and 111,000 shares that may be purchased upon the exercise of share options
that will be exercisable within 60 days of February 15, 2000. Also
includes 51,374 shares held in trust for the benefit of Mr. Debrovner
under the Company's Deferred Compensation Plan.
(4) Includes 296,675 shares over which Messrs. S. Alexander and Dow have
shared voting and investment power.
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<PAGE>
(5) Includes 50,000 shares held by trusts for the benefit of Mr. Lasher's
children for which Mr. Lasher exercises voting and investment power.
(6) Includes 5,970 shares subject to restrictions on transfer for which Mr.
Robertson has the right to vote and 65,920 shares that may be purchased
upon the exercise of share options that will be exercisable within 60 days
of February 15, 2000. Also includes 2,132 shares held in trust for the
benefit of Mr. Robertson under the Company's Deferred Compensation Plan.
(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 2,730 subject to restrictions on transfer for which Mr. Richter
has the right to vote and 34,740 shares that may be purchased upon the
exercise of share options that will be exercisable within 60 days of
February 15, 2000. Also includes 3,036 shares held in trust for the
benefit of Mr. Richter under the Company's Deferred Compensation Plan.
(10) Includes 29,640 shares subject to restrictions on transfer for which
the trust managers and officers have the right to vote and 409,027 shares
that may be purchased upon the exercise of share options that will be
exercisable within 60 days of February 15, 2000.
(11) Pursuant to information contained in a Schedule 13G filed by or on behalf
of the beneficial owners with the SEC on February 10, 2000. In the
Schedule 13G, parties listed the address of Capital Research and Management
Company as 333 South Hope Street, Los Angeles, CA 90071.
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 1999, 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, nine 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. 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.
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<PAGE>
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. Age: 71.
ANDREW M. ALEXANDER, trust manager since 1983. President since 1996.
Executive vice president/asset manager from 1993 to 1996 and president of
Weingarten Realty Management Company since 1993. 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 1988 to 1990. Mr. Alexander has been our employee since
1978. He is a trust manager of Weingarten Properties Trust and a director of
Academy Sports & Outdoors, Inc. Age: 43.
ROBERT J. CRUIKSHANK, trust manager since 1997. Senior partner of Deloitte
& Touche LLP from 1989 to 1993. Director of Reliant Energy, Inc., Maxxam, Inc.,
Kaiser Aluminum Corp. and Texas Biotechnology Corp. Age: 69.
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 from December 1984 to 1993. Executive vice
president from January 1984 to December 1984 and senior vice president from 1980
to 1983. Employed by us since 1967. Trust manager of Weingarten Properties
Trust. Age: 63.
MELVIN A. DOW, trust manager since 1984. Chairman/ceo of Dow, Cogburn &
Friedman, P.C. since 1995. Trust manager of Weingarten Properties Trust. Age:
72.
STEPHEN A. LASHER, trust manager since 1980. President of The GulfStar
Group, Inc., since January 1991. 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. Age: 43.
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. Director of Xpedior, Inc. and
Burlington Northern Santa Fe Corporation. Age: 52.
J. T. TROTTER, trust manager since 1985. Director of Howell Corporation.
Age: 73.
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.
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<PAGE>
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
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 managers of Deloitte &
Touche LLP as independent auditors for the fiscal year ending December 31, 2000.
Deloitte, or its predecessors, have served as our independent auditors for more
than 30 years and is familiar with our affairs and financial procedures.
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 executive compensation committee report 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 incorporate this
information by reference, and shall not otherwise be deemed filed under 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 and deferred compensation 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 our objectives, we have structured an
incentive based compensation 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 our performance. 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.
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<PAGE>
BASE SALARY. Base salary levels for executive officers are largely derived
through an evaluation of the responsibilities of the position held and the
experience of the particular individuals, both compared to companies of similar
size, complexity and, where comparable, in the same industry. The determination
of comparable companies was based upon selections made by both us, 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 NAREIT All Equity Index described on page 17 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 1999, 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 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 our goals 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 1999 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 interests of 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 officer 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 1999, 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 $193 million. Mr. S. Alexander received 100% of his potential bonus
based on our having exceeded corporate goals and objectives for 1999. Mr.
11
<PAGE>
Alexander's compensation (i.e. base salary, bonus compensation and the share
incentive program) is based entirely on company-wide performance and is decided
upon by the executive compensation committee.
The foregoing report is given by the following members of the compensation
committee:
MELVIN A. DOW
STEPHEN A. LASHER
MARC SHAPIRO
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COMPENSATION OF EXECUTIVE OFFICERS
The following table summarizes the compensation paid by us for each of the
fiscal years ended December 31, 1999, 1998 and 1997 to the chief executive
officer and the four other most highly compensated executive officers who
received a total annual salary and bonus in excess of $100,000 in fiscal year
1999. No share options were granted in 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
----------------------------------- ------------------------
SECURITIES
RESTRICTED UNDERLYING
SHARE OPTIONS ALL
NAME AND SALARY BONUS OTHER ANNUAL AWARDS SARS OTHER
PRINCIPAL POSITION YEAR ($) ($) COMPENSATION ($) (#)(1) COMPENSATION
- ----------------------- ---- --------- --------- ------------- ------------ ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stanford Alexander 1999 $ 494,000 $ 247,000 $ 144,547 --- --- $ 13,602 (2)
chairman and chief 1998 494,000 235,000 134,536 --- --- 15,063
executive officer 1997 494,000 235,000 128,512 --- 100,400 12,182
Martin Debrovner 1999 410,000 140,783 110,760 --- --- 173,299 (3)
vice chairman 1998 410,000 137,591 104,520 --- --- 172,449
1997 383,400 137,600 99,840 --- 78,000 160,999
Andrew M. Alexander 1999 312,000 94,000 83,070 --- --- 41,965 (4)
president 1998 300,938 110,000 78,390 --- --- 42,040
1997 287,500 80,000 74,880 --- 58,500 33,378
Joseph W. Robertson Jr. 1999 290,771 53,683 --- --- --- 36,148 (5)
executive vice 1998 290,771 56,626 --- --- --- 36,900
president and chief 1997 278,250 54,126 --- $ 245,100 39,600 31,706
financial officer
Stephen C. Richter 1999 195,625 44,401 --- --- --- 24,893 (6)
senior vice president 1998 188,100 39,723 --- --- --- 23,939
and treasurer 1997 180,000 44,516 --- 146,200 23,700 17,458
<FN>
___________
(1) No SARs were granted during 1997, 1998 or 1999.
(2) Includes $6,127 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 $162,591 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 $31,627 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 $27,935 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
$13,585 contributed to the Supplemental Retirement Plan.
</TABLE>
13
<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, 1999 held by our executive officers.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999 AND
FISCAL 1999 YEAR-END OPTION VALUES
- ------------------------------------------------------------------------------------------------------------
SHARES NUMBER OF VALUE OF UNEXERCISED IN-
ACQUIRED ON VALUE UNEXERCISED OPTIONS HELD THE-MONEY OPTIONS AT
NAME EXERCISE(#) RECEIVED AT DECEMBER 31, 1999 DECEMBER 31, 1999
- ------------------------ ----------- --------- -------------------------- --------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stanford Alexander 15,325 $ 127,389 72,000 148,400 $ 139,500 $0
Martin Debrovner 0 0 69,000 110,000 259,687 0
Andrew M. Alexander 0 0 40,800 73,700 187,050 0
Joseph W. Robertson, Jr. 0 0 48,000 59,600 147,000 0
Stephen C. Richter 0 0 26,000 27,700 128,375 0
</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
AVERAGE ---------------------------------------------------------------------
COMPENSATION 15 20 25 30 35 40
- ------------ --------- --------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
$ 125,000 $ 28,125 $ 37,500 $ 46,875 $ 56,250 $ 65,625 $ 75,000
150,000 33,750 45,000 56,250 67,500 78,750 90,000
175,000** 39,375 52,500 65,625 78,750 91,875 150,000
200,000** 45,000 60,000 75,000 90,000 105,000 120,000
225,000** 50,625 67,500 84,375 101,250 118,125 135,000*
250,000** 56,250 75,000 93,750 112,500 131,250 150,000*
300,000** 67,500 90,000 112,500 135,000* 157,500* 180,000*
400,000** 90,000 120,000 150,000* 180,000* 210,000* 240,000*
450,000** 101,250 135,000* 168,750* 202,500* 236,250* 270,000*
500,000** 112,500 150,000* 187,500* 225,000* 262,500* 300,000*
<FN>
_________
* Currently, the maximum annual pension benefit which currently may be paid under
a qualified plan is $135,000 subject to certain grandfather rules for limitation
years beginning in 2000.
** Compensation in excess of $170,000 is disregarded with respect to plan years
beginning in 1999. Accordingly, the compensation of each named executive
officer included in the Summary Compensation Table which was covered by the
non-contributory pension plan was limited to $170,000.
</TABLE>
14
<PAGE>
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 125
cafeteria plan. Compensation in excess of $170,000 is disregarded. Credited
years of service for named executive officers as of March 15, 2000 are as
follows: Mr. S. Alexander, 46 years; Mr. Debrovner, 32 years; Mr. Robertson, 28
years; Mr. A. Alexander, 22 years; and Mr. Richter, 20 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
We have entered into severance and change in control agreements with Joseph
W. Robertson, Jr. and Stephen C. Richter, which become operative only upon a
change of control. A change of control is deemed to occur upon 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 our assets to one 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. Mr. Robertson's agreement will
terminate upon his retirement.
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.
15
<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, 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
[GRAPHIC OMITED]
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
WRI . . . . . . . . . . . . . . . 107 122 140 149 140
S&P 500 Index . . . . . . . . . . 137 169 225 290 351
The NAREIT All Equity Index . . . 115 156 188 155 148
</TABLE>
The foregoing price performance comparisons shall not be deemed
incorporated by reference by any general statement incorporation by reference to
this proxy statement into any filing under the Securities Exchange Act of 1933
and the Securities Exchange Act of 1934 except to the extent that we
specifically incorporate this graph by reference, and shall not otherwise be
deemed filed under the acts.
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.
16
<PAGE>
SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal at the annual meeting in
the year 2001, and who wishes to have the proposal included in our proxy
statement for that meeting, must deliver the proposal to our corporate Secretary
M. Candace DuFour, at P.O. Box 924133, Houston, Texas 77292-4133 by November 27,
2000. 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.
Any shareholder who intends to bring business at the annual meeting in the
year 2001 in a form other than a shareholder proposal in accordance with the
preceding paragraph must give written notice to our corporate secretary M.
Candace DuFour, at P.O. Box 924133, Houston, Texas 77292-4133, by February 12,
2001.
ANNUAL REPORT
We have provided without charge a copy of the annual report to shareholders
for fiscal year 1999 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.
17
<PAGE>
WEINGARTEN REALTY INVESTORS
---------------------------
ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 2000
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 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 of Weingarten stock that the shareholder is entitled to vote
at the annual meeting, in the manner shown on the reverse side of this card.
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 ALL OF THE
PROPOSALS 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
A-1
<PAGE>
WEINGARTEN REALTY INVESTORS
PLEASE MARK YOUR VOTE IN THE FOLLOWING MANNER USING DARK INK ONLY: [X] THE
PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
1. Election of Trust Managers.
FOR all nominees listed below(except Withhold Authority to vote
as marked to the contrary). [_] for all nominees listed [_]
Stanford Alexander, Andrew M. Alexander, Robert J. Cruikshank, Martin Debrovner,
Melvin A. Dow, Stephen A. Lasher, 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
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.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE. THANK YOU.
A-2
<PAGE>
