SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Savings and Investment Plan
for Employees of Weingarten Realty
(Full title of the plan)
____________________
WEINGARTEN REALTY INVESTORS
(Name and issuer of the securities held pursuant to the plan)
2600 Citadel Plaza Drive
Houston, Texas 77008
(Address of principal executive offices)
<PAGE>
Financial Statements and Exhibits
------------------------------------
(a) Financial statements.
(1) Independent Auditors' Report
(2) Statements of Net Assets Available for Benefits as of December
31, 1999 and 1998
(3) Statements of Changes in Net Assets Available for Benefits for
the Years Ended December 31, 1999 and 1998
(4) Notes to Financial Statements
(5) Supplemental Schedules of Assets Held for Investment Purposes
and 5% Reportable Transactions
The financial statements and schedules referred to above have been prepared in
accordance with the regulations of the Employee Retirement Income Security Act
of 1974 as allowed under the Form 11-K financial statement requirements.
(b) Exhibits.
24 -Independent Auditors' Consent
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
By: Weingarten Realty Investors
Date: June 29, 2000 By: Stanford Alexander
-----------------------------------
Stanford Alexander, Chairman/
Chief Executive Officer
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of the
Savings and Investment Plan for Employees of Weingarten Realty:
We have audited, in total, the accompanying statements of net assets available
for benefits of the Savings and Investment Plan for Employees of Weingarten
Realty (the "Plan") as of December 31, 1999 and 1998, and the related statements
of changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in total, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 1999, and (2) transactions in
excess of five percent of the current value of plan assets for the year ended
December 31, 1999, are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects when considered in relation to the basic financial
statements taken as a whole.
DELOITTE & TOUCHE LLP
Houston, Texas
June 16, 2000
3
<PAGE>
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF WEINGARTEN REALTY
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
-------------------------------
<S> <C> <C>
1999 1998
--------------- --------------
ASSETS
------
INVESTMENTS:
Pooled Separate Investment Accounts $ 10,181,435
Mutual Funds $8,099,120
Common Stock 1,111,740 1,139,455
Participant Loans Receivable 291,807 195,402
--------------- --------------
TOTAL INVESTMENTS 11,584,982 9,433,977
--------------- --------------
RECEIVABLES:
Contributions 131,110
Loan Interest 1,134
--------------- --------------
TOTAL RECEIVABLES 132,244
--------------- --------------
CASH 7,940
--------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $ 11,592,922 $9,566,221
=============== ==============
</TABLE>
See Notes to Financial Statements
4
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SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF WEINGARTEN REALTY
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------
<S> <C> <C>
1999 1998
------------ ------------
ADDITIONS:
Additions to net assets attributed to:
Investment Income:
Net appreciation in fair value of investments $ 526,415 $ 150,308
Investment Gain on Pooled Separate
Investment Accounts 603,476
Interest 18,437 18,330
Dividends 176,169 478,334
Other 7,688 1,672
------------ ------------
1,332,185 648,644
------------ ------------
Contributions:
Participant 982,246 816,030
Employer 289,086 266,591
------------ ------------
1,271,332 1,082,621
------------ ------------
Total Additions 2,603,517 1,731,265
------------ ------------
DEDUCTIONS:
Deductions from net assets attributed to:
Benefits paid to participants 574,947 518,067
Administrative expenses 1,869 1,298
------------ ------------
Total Deductions 576,816 519,365
------------ ------------
Net Increase 2,026,701 1,211,900
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 9,566,221 8,354,321
------------ ------------
End of year $ 11,592,922 $ 9,566,221
============ ============
</TABLE>
See Notes to Financial Statements
5
<PAGE>
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
------------------------------
Notes to Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The general purpose of the Savings and Investment Plan for Employees of
Weingarten Realty (the "Plan") is to provide retirement and other related
benefits for employees of Weingarten Realty Investors ("WRI") and its
wholly-owned subsidiary, Weingarten Realty Management Company ("WRMC"),
referred to, collectively, as the "Company".
Basis of Accounting - The financial records of the Plan and the account
--------------------
records of participants of the Plan are generally maintained on the cash
basis of accounting. The accompanying financial statements of the Plan are
presented on the accrual basis of accounting; accordingly, memorandum
entries are made to the accounting records to reflect the accrual for
dividend and interest income, contributions by the Company and participants
and interest on loan payments due. Withdrawals of benefits by participants
are recorded when paid.
Investments - Investments are carried at their quoted market value.
-----------
Valuation of Loans to Participants - The loans to participants are valued
------------------------------------
at cost plus accrued interest which approximates fair value.
Use of Estimates - The preparation of financial statements requires
------------------
management to make use of estimates and assumptions that affect amounts
reported in the financial statements as well as certain disclosures.
Actual results could differ from those estimates.
2. SUMMARY DESCRIPTION OF THE PLAN
The following description of the Company's 401(k) Plan provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General - The Plan is a defined contribution plan subject to the
-------
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"),
as amended, and regulations promulgated thereunder.
Eligibility - All employees are eligible to participate in the Plan after
-----------
completing one hour of eligible service and attaining 21 years of age.
Participant Contributions - Participants may contribute 1% to 12% of their
--------------------------
annual paid compensation (as defined in the Plan document) as salary
reduction contributions. Such contributions are generally made through
regular payroll withholdings and reduce the amount of the participant's
compensation that is subject to federal income tax.
Employer Contributions - The Company may make monthly matching
-----------------------
contributions to the Plan. The maximum amount of each participant's
salary reduction contribution that is subject to matching is equal to 6%
of the participant's qualified compensation. The employer's matching
contribution is generally allocated to the individual participant's
accounts based on the ratio of the participant's salary reduction
contributions to the total salary reduction contributions made by all
participants during the period. The employer's matching contribution is
is directed to the different funds (described under "Investment Options")
using the same ratio as the participants' individual contributions.
The Company may also make discretionary contributions. Discretionary
contributions are allocated to the individual participant based on the ratio
of the participant's compensation to the compensation of all participants
during the year. No discretionary contributions are invested in Weingarten
Realty Common Shares. No discretionary contributions were made during the
years ended 1999 and 1998.
6
<PAGE>
Vesting - Participants are fully vested for all contributions made by them.
-------
For employer contributions and earnings of the Plan, participants vest as
follows:
<TABLE>
<CAPTION>
<S> <C>
Vested
Years of Vesting Service Percentage
--------------------------------------- ----------
Less than 2 years 0
At least 2 years, but less than 3 years 20
At least 3 years, but less than 4 years 40
At least 4 years, but less than 5 years 60
At least 5 years, but less than 6 years 80
6 years or more 100
</TABLE>
Upon death, disability or reaching 65 years of age, a participant becomes
fully vested for all contributions and earnings made on his behalf.
Administration - Plan Administrators, appointed by the Company, are
--------------
responsible for the administrative operations of the Plan and maintaining
the accounting records of the Plan and the participants.
Withdrawals - Upon death, disability or termination from the Company,
-----------
a participant or the beneficiary may withdraw all the participant's
vested interest in the Plan. A participant may withdraw all or a portion
of his nondeductible voluntary contributions at the end of the plan year or,
in case of hardship, at times otherwise allowed by the Plan Administrator.
Participants may withdraw all of their vested account balances upon
attaining the age of 59 1/2. Participants who terminate employment and
receive distributions of their vested account balances forfeit the nonvested
portion of their accounts. Forfeitures during the year are used to
reduce the amount required by the employers' matching contributions.
Participant Loans - Eligible participants may borrow from their fund
------------------
accounts a minimum of $1,000 up to a maximum of the lesser of $50,000
or 50% of their vested account balances. Loan transactions are treated
as a transfer between the investment funds and the loan fund. Loan terms
range from 1 to 5 years, however loans may be made up to 15 years if related
to the purchase of a primary residence. The loans are secured by the
balance in the participant's account and bear interest equal to the prime
rate on the first day of the month that the loan is made, plus 1%.
Principal and interest are paid ratably through monthly payroll deductions.
Plan Investments - Effective November 30, 1999, the Plan's trustee became
-----------------
Massachusetts Mutual Life Insurance Company (the "Trustee".) Charles Schwab
Trust Company was the prior trustee of the plan. The Trustee is responsible
for investing contributions. The Trustee allows participants to designate
the type of investments in which their individual, self-funded and employer
accounts are invested. During the 1999 plan year, the following eleven
investments options were available: Mass Mutual Core Bond, Mass Mutual
Equity Growth, Mass Mutual MFS Growth Equity, Mass Mutual Small Capital
Growth, Mass Mutual Core Equity, Mass Mutual Indexed Equity, Mass Mutual
MAS Mid Capital Growth, Oppenheimer Global, Oppenheimer Capital
Appreciation, Guaranteed Interest Fund and Weingarten Realty Common Shares.
Amendment or Termination of the Plan - The Plan may be amended or
-------------------------------------
terminated at any time by the Company. No amendment may deprive any
participant (or their beneficiary) of any vested right the participant may
have accrued. If the Plan is terminated, the accounts of all participants
become nonforfeitable and the Plan's assets or cash will be distributed
to the participants so affected.
7
<PAGE>
3. TAX STATUS
The Plan received a favorable ruling dated April 15, 1997 indicating that
the Plan was a qualified plan under Sections 401(a) and 501(a) of the
Internal Revenue Code and, therefore, exempt from income taxes. The Plan
Administrator and outside counsel believe that the Plan, as amended,
qualifies under the meanings of the above-mentioned sections of the
Internal Revenue Code; accordingly, no provision for federal income taxes
is provided in the accompanying financial statements.
4. INVESTMENTS GREATER THAN FIVE PERCENT OF PLAN ASSETS
The following table presents investments that represent five percent or more
of the Plan's net assets available for benefits at December 31, 1999 and
1998:
<TABLE>
<CAPTION>
Market Value
December 31,
<S> <C> <C>
--------------------------
1999 1998
------------ ------------
Firstar Institutional Investors GIC Fund $ 989,714
Davis New York Venture Fund 2,017,855
Mutual Series Beacon Fund 1,712,796
Dodge & Cox Balanced Fund 2,218,277
Baron Asset Fund 702,926
Weingarten Realty Investors - Common Shares $ 1,111,740 1,139,455
Oppenheimer Capital Appreciation 2,436,416
Mass Mutual Core Bond 1,316,410
Mass Mutual Core Equity 3,006,704
Mass Mutual MAS Mid Capital Growth Equity 1,140,074
Guaranteed Interest Account 1,474,011
</TABLE>
********
8
<PAGE>
<TABLE>
<CAPTION>
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
EIN #74-1464203
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF WEINGARTEN REALTY
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
AS OF DECEMBER 31, 1999
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, BORROWER, LESSOR RATE OF INTEREST, COLLATERAL, CURRENT
OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
<S> <C> <C> <C>
------------------------------------------- ------------------------------------------------------ ----------- -----------
OPPENHEIMER CAPITAL APPRECIATION POOLED SEPARATE INVESTMENT ACCOUNT (14,861.258 UNITS) $ 2,429,620 $ 2,436,416
MASS MUTUAL CORE BOND POOLED SEPARATE INVESTMENT ACCOUNT (13,375.513 UNITS) 1,337,151 1,316,410
MASS MUTUAL CORE EQUITY POOLED SEPARATE INVESTMENT ACCOUNT (29,817.915 UNITS) 3,047,031 3,006,703
MASS MUTUAL EQUITY GROWTH POOLED SEPARATE INVESTMENT ACCOUNT (19.220 UNITS) 850 2,605
OPPENHEIMER GLOBAL POOLED SEPARATE INVESTMENT ACCOUNT (2,752.146 UNITS) 310,427 466,558
MASS MUTUAL INDEXED EQUITY POOLED SEPARATE INVESTMENT ACCOUNT (1,700.625 UNITS) 460,566 216,581
MASS MUTUAL MAS MID CAPITAL GROWTH EQUITY POOLED SEPARATE INVESTMENT ACCOUNT (8,178.433 UNITS) 889,255 1,140,074
MASS MUTUAL MFS GROWTH EQUITY POOLED SEPARATE INVESTMENT ACCOUNT (74.244 UNITS) 3,028 9,619
MASS MUTUAL SMALL CAPITAL GROWTH POOLED SEPARATE INVESTMENT ACCOUNT (699.751 UNITS) 1,719 112,458
*WEINGARTEN REALTY INVESTORS COMMON SHARES (105,350 SHARES) 1,057,829 1,111,740
GUARANTEED INTEREST FUND POOLED SEPARATE INVESTMENT ACCOUNT (146,669.383 UNITS) 1,464,037 1,474,011
PARTICIPANT LOANS RECEIVABLE DUE SEMI-MONTHLY, BEARING INTEREST AT 8.75% TO 9.50% 291,807 291,807
----------- -----------
TOTAL ASSETS HELD FOR INVESTMENT PURPOSES 11,293,320 11,584,982
-------------------------------------------
*PARTY-IN-INTEREST
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
EIN #74-1464203
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF WEINGARTEN REALTY
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
FOR THE YEAR ENDED DECEMBER 31, 1999
ASSETS ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR
----------------------------------------------------
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, BORROWER, LESSOR RATE OF INTEREST, COLLATERAL, SALE
OR SIMILAR PARTY PAR OR MATURITY VALUE COST PROCEEDS
--------------------------------------------- ----------------------------- ---------- ----------
<S> <C> <C> <C>
FIRSTAR INSTITUTIONAL INVESTORS GIC FUND MUTUAL FUND $ 604,317 $ 209,318
COLUMBIA FIXED-INCOME SECURITIES FUND, INC. MUTUAL FUND 51,882 285,032
DODGE & COX BALANCED FUND MUTUAL FUND 378,915 2,716,163
MUTUAL SERIES BEACON FUND MUTUAL FUND 51,420 1,811,942
AMERICAN CENTURY INCOME & GROWTH MUTUAL FUND 2,047,092 2,185,406
DAVIS NEW YORK VENTURE FUND, INC. MUTUAL FUND 464,685 2,706,777
BARON ASSET FUND MUTUAL FUND 304,961 1,063,245
T ROWE PRICE INTERNATIONAL STOCK FUND MUTUAL FUND 120,379 373,317
*WEINGARTEN REALTY INVESTORS COMMON SHARES 329,532 240,078
SCHWAB S&P 500 MUTUAL FUND 453,993 475,312
---------------------------------------------
*PARTY-IN-INTEREST
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
EIN #74-1464203
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF WEINGARTEN REALTY
SUPPLEMENTAL SCHEDULE OF FIVE PERCENT REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
SINGLE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
---------------------------------------------------------------------------------------------------------------------
PURCHASE SELLING COST OF CURRENT
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSETS SOLD VALUE
--------------------------------- ------------------------------------ ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
AMERICAN CENTURY INCOME & GROWTH MUTUAL FUND (58,414.069 UNITS $1,743,660 $1,878,585 $ 1,749,280
PURCHASED AND 58,323.047 UNITS SOLD)
BARON ASSET FUND MUTUAL FUND (15,598.075 UNITS) 856,490 831,066
DAVIS NEW YORK VENTURE FUND, INC. MUTUAL FUND (75,629.914 UNITS) 2,115,369 1,476,612
DODGE & COX BALANCED FUND MUTUAL FUND (32,346.09 UNITS) 2,221,206 1,945,882
MUTUAL SERIES BEACON FUND MUTUAL FUND (129,255.741 UNITS) 1,743,660 1,708,050
OPPENHEIMER CAPITAL APPRECIATION POOLED SEPARATE INVESTMENT ACCOUNT 2,385,081 $2,389,391
(16,156.509 UNITS)
MASS MUTUAL CORE BOND POOLED SEPARATE INVESTMENT ACCOUNT 1,313,549 1,313,339
(13,204.871 UNITS)
MASS MUTUAL CORE EQUITY POOLED SEPARATE INVESTMENT ACCOUNT 2,989,188 2,989,136
(29,940.194 UNITS)
GUARANTEED INTEREST FUND POOLED SEPARATE INVESTMENT ACCOUNT 1,447,749 1,447,795
(144,589.322 UNITS)
MASS MUTUAL MAS MID CAPITAL POOLED SEPARATE INVESTMENT ACCOUNT 856,490 857,350
GROWTH EQUITY (6,765.326 UNITS)
NET
IDENTITY OF PARTY INVOLVED GAIN/(LOSS)
--------------------------------- ------------
<S> <C>
AMERICAN CENTURY INCOME & GROWTH $ 129,305
BARON ASSET FUND 25,424
DAVIS NEW YORK VENTURE FUND, INC. 638,757
DODGE & COX BALANCED FUND 275,324
MUTUAL SERIES BEACON FUND 35,610
OPPENHEIMER CAPITAL APPRECIATION 4,310
MASS MUTUAL CORE BOND (210)
MASS MUTUAL CORE EQUITY (52)
GUARANTEED INTEREST FUND 46
MASS MUTUAL MAS MID CAPITAL 860
GROWTH EQUITY
</TABLE>
<TABLE>
<CAPTION>
SERIES OF TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
-------------------------------------------------------------------------------------------------------------------------------
NUMBER NUMBER TOTAL DOLLAR
OF OF VALUE OF TOTAL DOLLAR NET
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASES SALES PURCHASES VALUE OF SALES GAIN/(LOSS)
---------------------------------------- -------------------- --------- ------ ------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
FIRSTAR INSTITUTIONAL INVESTORS GIC FUND MUTUAL FUND 76 24 $ 604,317 $ 209,318 $ 21,080
MUTUAL SERIES BEACON FUND MUTUAL FUND 15 10 51,420 1,811,942 36,274
DODGE & COX BALANCED FUND MUTUAL FUND 81 37 378,915 2,716,163 344,899
DAVIS NEW YORK VENTURE FUND, INC. MUTUAL FUND 93 32 464,685 2,706,777 824,129
BARON ASSET FUND MUTUAL FUND 90 27 304,961 1,063,245 34,108
AMERICAN CENTURY INCOME & GROWTH MUTUAL FUND 72 24 2,047,092 2,185,406 138,758
</TABLE>
11
<PAGE>
