As filed with the Securities and Exchange Commission on January 19, 2000
Registration No. 333-_____.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
WEINGARTEN REALTY INVESTORS
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
<S> <C>
TEXAS 74-1464203
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number
2600 CITADEL PLAZA DRIVE 77008
SUITE 300 (Zip Code)
HOUSTON, TEXAS
(Address of Principal
Executive Officers)
</TABLE>
WEINGARTEN REALTY INVESTORS
1993 INCENTIVE SHARE PLAN
(Full Title of the Plan)
STANFORD ALEXANDER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
WEINGARTEN REALTY INVESTORS
2600 CITADEL PLAZA DRIVE, SUITE 300
HOUSTON, TEXAS 77008
(Name and Address of Agent for Service)
(713) 866-6000
(Telephone Number, Including Area Code, of Agent for Service)
________________
Copies to:
BRYAN L. GOOLSBY
GINA E. BETTS
LOCKE LIDDELL & SAPP LLP
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201
_____________
<TABLE>
<CAPTION>
==========================================================================================================
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be registered Registered Per Share (2) Offering Price (2) Fee (3)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of
Beneficial Interest,par
value $0.03 per share 750,000 (1) $ 39.438 $ 29,578,500 $ 7,809
==========================================================================================================
</TABLE>
(1) Represents 750,000 additional common shares issuable pursuant to the
Weingarten Realty Investors 1993 Incentive Share Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) based on an average of the high and low
sales prices of the common shares on the New York Stock Exchange on
January 12, 2000 of $39.438 per share.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed in order to register an
additional 750,000 common shares of beneficial interest, par value $0.03 per
share, for issuance pursuant to our 1993 Incentive Share Plan. The common
shares registered by this Registration Statement are additional securities of
the same class and relate to the same benefit plan for which we filed
Registration Statements on Form S-8 (Nos. 033-52473 and 333-37823), which were
filed with the SEC on March 1, 1994 and October 14, 1997, respectively.
Pursuant to General Instruction E to Form S-8, the contents of those earlier
Registration Statements (Nos. 033-52473 and 333-37823), which each registered
500,000 shares for issuance under the plan, are hereby incorporated by
reference.
The reoffer prospectus that is being filed with this registration statement
has been prepared in accordance with the requirements of Part I of Form S-3, and
pursuant to General Instruction C to Form S-8, and may be used for reofferings
of our common shares identified in the prospectus that constitute "control
securities" (within the meaning of General Instruction C to Form S-8).
<PAGE>
REOFFER PROSPECTUS
WEINGARTEN REALTY INVESTORS
750,000 COMMON SHARES OF BENEFICIAL INTEREST
WEINGARTEN REALTY INVESTORS
1993 INCENTIVE SHARE PLAN
__________
We are a Texas real estate investment trust. The persons listed in this
prospectus as our selling shareholders may offer and sell, from time to time, up
to 750,000 shares of our common shares of beneficial interest. These common
shares have been or may be issued to the selling shareholders pursuant to our
1993 Incentive Share Plan. In addition, some of the common shares issued
pursuant to the plan are subject to restrictions on transferability. The common
shares may be acquired by the selling shareholders, and sold by them, over an
extended period of time. All net proceeds from the sale of the common shares
offered by this prospectus will go to the selling shareholders. The aggregate
proceeds to the selling shareholders will be the purchase price of the common
shares sold less the aggregate commissions and discounts paid in connection with
such sale. We will not receive any proceeds from the sales of the common
shares.
The selling shareholders may offer and sell the common shares through
public or private transactions, on the New York Stock Exchange (or any other
exchange which our common shares are then traded) at the prevailing market price
or at privately negotiated prices. The selling shareholders may engage brokers
or dealers who may receive commissions or discounts from the selling
shareholders in amounts to be negotiated. We will pay all of the costs and
expenses incurred with the registration of the resale of the common shares under
the Securities Act of 1933. The selling shareholders will pay all costs
associated with any sales of the common shares, including any discounts,
commissions and applicable transfer taxes.
Our common shares are listed on the New York Stock Exchange under the
symbol "WRI." On January 14, 2000, the closing sale price for our common
shares, as quoted on the New York Stock Exchange, was $39.94 per share. The
mailing address of our principal executive offices is 2600 Citadel Plaza Drive,
Suite 300, Houston, Texas 77008, and our telephone number is (713) 866-6000.
____________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_____________
The date of this prospectus is January 19, 2000
<PAGE>
TABLE OF CONTENTS
-----------------
NOTE REGARDING FORWARD-LOOKING STATEMENTS. . . . . . . . . . . . . . . . . 1
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INDEMNIFICATION OF OFFICERS AND DIRECTORS . . . . . . . . . . . . . . . . 3
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
WHERE YOU CAN FIND MORE INFORMATION. . . . . . . . . . . . . . . . . . . 5
INCORPORATION OF DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . 5
____________
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus (including the information incorporated in it by reference)
contains forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements are those that predict or describe future
events or trends and that do not relate solely to historical matters. You can
generally identify forward-looking statements as statements containing the words
"believe," "expect," "anticipate," "intend," "estimate," "assume" or other
similar expressions.
YOU SHOULD NOT RELY ON OUR FORWARD-LOOKING STATEMENTS BECAUSE THE MATTERS
THEY DESCRIBE ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
UNPREDICTABLE FACTORS, MANY OF WHICH ARE BEYOND OUR CONTROL.
Our actual results, performance or achievements may differ materially from
the anticipated results, performance or achievements that are expressed or
implied by our forward-looking statements. We assume no responsibility to
update our forward-looking statements.
____________
<PAGE>
THE COMPANY
We are a real estate investment trust based in Houston, Texas. We develop,
acquire and own anchored neighborhood community shopping centers. To a lesser
degree, we develop, acquire and own industrial real estate. We have engaged in
these activities since 1948.
As of November 30, 1999, we owned or had an equity interest in 237
operating properties consisting of 29.0 million square feet of building area.
These properties consist of 185 shopping centers generally in the 100,000 to
400,000 square foot range, 50 industrial projects, one multi-family apartment
complex and one office building. Our properties are located in Texas (178
properties) and the following states: Louisiana (11), Arizona (11), Nevada (8),
Arkansas (6), New Mexico (5), Oklahoma (4), Tennessee (4), Kansas (3), Colorado
(3), Missouri (2), Maine (1) and Illinois (1). Our shopping centers are
anchored primarily by supermarkets, drugstores and other retailers that sell
basic necessity-type items. We currently lease to approximately 3,200 different
tenants under 4,200 separate leases. At September 30, 1999, our properties were
92.7% occupied.
Our executive offices are located at 2600 Citadel Plaza Drive, Suite 300,
Houston, Texas 77008, and our telephone number is (713) 866-6000.
USE OF PROCEEDS
All net proceeds from the sale of the common shares offered by this
prospectus will go to the selling shareholders, and we will not receive any
proceeds from the sale of the common shares by the selling shareholders.
SELLING SHAREHOLDERS
The selling shareholders identified in this prospectus may sell, from time
to time, up to 750,000 common shares. These common shares may be sold over an
extended period of time. The selling shareholders that sell their common shares
pursuant to this prospectus are our current and former officers, trust managers
and employees. The following table sets forth, as of the date of this
prospectus, certain information regarding the selling shareholders' ownership of
our common shares. If a selling shareholder transfers any of the common shares
shown in the table, the transferee will be considered a selling shareholder for
purposes of this prospectus, provided that (1) the transfer was a private
placement and (2) the transferee is identified in this prospectus or a
supplement to this prospectus. We will supplement this prospectus to identify
additional selling shareholders and the amount of shares to be sold hereunder by
each shareholder.
<TABLE>
<CAPTION>
SHARES
POSITION BENEFICIALLY REGISTERED SHARES BENEFICIALLY
NAME WITH US OWNED HEREBY OWNED AFTER OFFERING
- ------------------------ ------------------------ ------------ ---------- --------------------
<S> <C> <C> <C> <C> <C>
NUMBER PERCENTAGE
------- ----------
Stanford Alexander . . . Chairman and CEO 2,251,003
Andrew M. Alexander. . . President 323,578
Martin Debrovner . . . . Vice Chairman 218,796
Joseph W. Robertson, Jr. Executive Vice President 141,417
Johnny Hendrix . . . . . Senior Vice President 26,836
Stephen C. Richter. . . Senior Vice President 65,945
Jeffrey A. Tucker. . . . Senior Vice President 50,362
Steven R. Weingarten . . Senior Vice President 75,435
Patricia Bender. . . . . Vice President 16,370
Don Dennis, Jr. . . . . Vice President 12,849
M. Candace DuFour. . . . Vice President 47,505
Brent Mann . . . . . . . Vice President 8,720
John J. Marcisz. . . . . Vice President 38,824
Joe Shafer . . . . . . . Vice President 7,695
</TABLE>
PLAN OF DISTRIBUTION
This prospectus relates to the possible offer and sale from time to time by the
selling shareholders of their common shares which they may receive pursuant to
their participation in the plan. We are registering their common shares for
resale to provide them with freely tradable securities.
Shareholders may offer their common shares through public or private
transactions, on the New York Stock Exchange (or any other exchange which our
common shares are then traded) at the prevailing market price or at privately
negotiated prices. Any broker, dealer or underwriter to be utilized by a
selling shareholder will be selected by such selling shareholder. Any
compensation payable to such persons by a selling shareholder will be negotiated
in the future. The selling shareholders and any underwriters, dealers or agents
that participate in distribution of the common shares may be deemed to be
underwriters, and any profit on sale of the shares by the selling shareholders
and any discounts, commissions or concessions received by any underwriter,
dealer or agent may be deemed to be underwriting discounts and commissions under
the Securities Act of 1933.
The common shares covered hereby may be sold pursuant to the registration
statement of which this reoffer prospectus is a part, pursuant to Rule 144 or
pursuant to another exemption from registration under the Securities Act of
1933.
To the extent required, we will file one or more supplements to this
prospectus to describe any material information with respect to the plan of
distribution not previously disclosed in this prospectus or any material change
to the disclosed information.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Subsections (B) and (O) of Section 9.20 of the Texas Real Estate Investment
Trust Act, empower a real estate investment trust to indemnify any person who
was, is, or is threatened to be made a named defendant or respondent in any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative, any appeal in such an
action, suit or proceeding, or any inquiry or investigation that can lead to
such an action, suit or proceeding because the person is or was a trust manager,
officer, employee or agent of the real estate investment trust or is or was
serving at the request of the real estate investment trust as a trust manager,
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another real estate investment trust, corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit plan,
or other enterprise against expenses (including court costs and attorney fees),
judgments, penalties, fines and settlements if he conducted himself in good
faith and reasonably believed his conduct was in or not opposed to the best
interests of the real estate investment trust and, in the case of any criminal
proceeding, had no reasonable cause to believe that his conduct was unlawful.
The Texas REIT Act further provides that, except to the extent otherwise
permitted by the Texas REIT Act, a person may not be indemnified in respect of a
proceeding in which the person is found liable to the real estate investment
trust. Indemnification pursuant to Subsection (B) of Section 9.20 of the Texas
REIT Act is limited to reasonable expenses actually incurred and may not be made
in respect of any proceeding in which the person has been found liable for
willful or intentional misconduct in the performance of his duty to the real
estate investment trust if he is found liable to us or liable on the basis that
an improper personal benefit was received.
Subsection (C) of Section 15.10 of the Texas REIT Act provides that a trust
manager shall not be liable for any claims or damages that may result from his
acts in the discharge of any duty imposed or power conferred upon him by the
real estate investment trust, if, in the exercise of ordinary care, he acted in
good faith and in reliance upon information, opinions, reports, or statements,
including financial statements and other financial data, concerning the real
estate investment trust, that were prepared or presented by officers or
employees of the real estate investment trust, legal counsel, public
accountants, investment bankers, or certain other professionals, or a committee
of the trust managers of which the trust manager is not a member. In addition,
no trust manager shall be liable to the real estate investment trust for any
act, omission, loss, damage, or expense arising from the performance of his duty
to a real estate investment trust, save only for his own willful misfeasance,
willful malfeasance or gross negligence.
Article Sixteen of our Restated Declaration of Trust, as amended, provides
that we shall indemnify officers and trust managers, as set forth below:
(a) We shall indemnify every person who is or was serving as our or
our corporate predecessor's trust manager or officer and any person who
is or was serving at our request as a trust manager, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary
of another real estate investment trust, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise with
respect to all costs and expenses incurred by such person as a result of
such person being made or threatened to be made a defendant or respondent
in a proceeding by reason of his holding or having held a position named
above in this paragraph.
(b) If the indemnification provided in paragraph (a) is either
(i) insufficient to cover all costs and expenses incurred by any person
named in such paragraph as a result of such person being made or threatened
to be made a defendant or respondent in a proceeding by reason of his
holding or having held a position named in such paragraph or (ii) not
permitted by Texas law, we shall indemnify, to the fullest extent that
indemnification is permitted by Texas law, every person who is or was
serving as our trust manager or officer and any person who is or was
serving at our request as a trust manager, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
real state investment trust with respect to all costs and expenses incurred
by such person as a result of such person being made or threatened to be
made a defendant or respondent in a proceeding by reason of his holding or
having held a position named above in this paragraph.
Our bylaws provide that we shall indemnify any trust manager or officer who
was, is or is threatened to be made a party to any suit or proceeding, whether
civil, criminal, administrative, arbitrative or investigative, because the
person is or was serving as our trust manager, officer, employee or agent, or is
or was serving at our request in the same or another capacity in another
corporation, real estate investment trust, partnership, joint venture, trust,
sole proprietorship, benefit plan or other enterprise, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred if it is
determined that the person: (i) conducted himself in good faith, (ii)
reasonably believed that, in the case of conduct in his official capacity, his
conduct was in our best interests, and that, in all other cases, his conduct was
at least not opposed to our best interests, and (iii) in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful; provided that, if the person is found liable to us, or is found liable
on the basis that personal benefit was improperly received by the person, the
indemnification (A) is limited to reasonable expenses actually incurred by the
person in connection with the proceeding and (B) will not be made in respect of
any proceeding in which the person shall have been found liable to us for
willful or intentional misconduct in the performance of his duty.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trust managers, officers or persons controlling us
pursuant to the foregoing discussion, we have been informed that in the opinion
of the SEC, such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
LEGAL MATTERS
The validity of our common shares that may be offered by this prospectus
will be passed upon for us by Locke Liddell & Sapp LLP, Dallas, Texas.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for the year ended December 31, 1998 and the Statement of Revenue and Certain
Expenses for the period from January 1, 1998 through October 9, 1998 of Brodie
Oaks Shopping Center and the Statement of Revenue and Certain Expenses for the
year ended December 31, 1997 of Regal Distribution Center, incorporated in this
prospectus by reference from our Current Report on Form 8-K dated August 13,
1999 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are a public company and file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can request copies of these documents by writing to
the SEC and paying a fee for the copying cost. Please call the SEC at
1-800-SEC-0330 for more information about the operation of the public reference
room. Our SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov. In addition, you may read and copy our SEC filings at the
- ------------------
office of the New York Stock Exchange, 20 Broad Street, New York, New York
10005. Our website address is http://www.weingarten.com.
--------------------------
This prospectus is only part of a registration statement we filed with the
SEC under the Securities Act of 1933 and therefore omits certain information
contained in the registration statement. We have also filed exhibits and
schedules to the registration statement that we have excluded from this
prospectus, and you should refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or document. You
may inspect or obtain a copy of the registration statement, including exhibits
and schedules, as described in the previous paragraph.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with it. This means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and the information we file later with
the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any future
filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering is completed:
- - Our Annual Report on Form 10-K for the year ended December 31, 1998 (File
No. 001-09876).
- - Our Quarterly Reports on Form 10-Q for the periods ended March 31, 1999,
June 30, 1999 and September 30, 1999 (File No. 001-09876).
- - The description of our common shares of beneficial interest contained in
our registration statement on Form 8-B filed March 17, 1988 (File
No. 001-09876).
- - Current Report on Form 8-K filed January 21, 1999 (File No. 001-09876).
- - Current Report on Form 8-K filed August 13, 1999 (File No. 001-09876).
You may request copies of these filings at no cost by writing or
telephoning our Investor Relations Department at the following address and
telephone number:
Weingarten Realty Investors
2600 Citadel Plaza Drive
Suite 300
Houston, Texas 77008
(713) 866-6000.
<PAGE>
750,000 SHARES
WEINGARTEN REALTY INVESTORS
COMMON SHARES OF BENEFICIAL INTEREST
($.03 PER VALUE PER SHARE)
REOFFER PROSPECTUS
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS REOFFER PROSPECTUS OR
IN DOCUMENTS THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH DIFFERENT INFORMATION. NEITHER WE NOR THE SELLING SHAREHOLDERS
ARE OFFERING TO SELL THE COMMON SHARES TO ANY PERSON UNAUTHORIZED OR PROHIBITED
TO DO SO. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED IN THIS REOFFER
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
OFFER PROSPECTUS.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 17th day of January,
2000.
WEINGARTEN REALTY INVESTORS
By: /s/ Stanford Alexander
------------------------------------
Stanford Alexander, Chairman and
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Stanford Alexander, Martin Debrovner,
Joseph W. Robertson and Andrew M. Alexander, and each of them, with the full
power to act without the other, such person's true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement, and any or all amendments thereto (including,
without limitation, post-effective amendments,), any subsequent Registration
Statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and
any amendments thereto and to fill the same, with all exhibits and schedules
thereto, and other documents in connection therewith with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
--------- ------------------------------------- ----
/s/ Stanford Alexander Chairman of the Board, Chief Executive Officer January 17, 2000
- ---------------------------- and Trust Manager
Stanford Alexander
/s/ Andrew M. Alexander President and Trust Manager January 17, 2000
- ----------------------------
Andrew M. Alexander
/s/ Robert J. Cruikshank Trust Manager January 17, 2000
- ----------------------------
Robert J. Cruikshank
/s/ Martin Debrovner Vice Chairman and Trust Manager January 17, 2000
- ----------------------------
Martin Debrovner
/s/ Melvin A. Dow Trust Manager January 17, 2000
- ----------------------------
Melvin A. Dow
/s/ Stephen A. Lasher Trust Manager January 17, 2000
- ----------------------------
Stephen A. Lasher
/s/ Joseph W. Robertson, Jr. Executive Vice President and Trust Manager January 17, 2000
- ---------------------------- (Chief Financial Officer)
Joseph W. Robertson, Jr.
/s/ Douglas W. Schnitzer Trust Manager January 17, 2000
- ----------------------------
Douglas W. Schnitzer
/s/ Marc J. Shapiro Trust Manager January 17, 2000
- ----------------------------
Marc J. Shapiro
/s/ J. T. Trotter Trust Manager January 17, 2000
- ----------------------------
J. T. Trotter
/s/ Stephen C. Richter Senior Vice President and Treasurer January 17, 2000
- ---------------------------- (Principal Accounting Officer)
Stephen C. Richter
</TABLE>
EXHIBIT INDEX
Exhibit
Number
------
4.1 1993 Incentive Share Plan (Incorporated herein by reference to
Exhibit 4.1 to our Registration Statement on Form S-8 filed with
the SEC on March 1, 1994 (File No. 033-52473)).
* 4.2 Amendment to the 1993 Incentive Share Plan.
* 5.1 Opinion of Locke Liddell & Sapp LLP regarding the validity of the
securities being registered.
* 23.1 Consent of Locke Liddell & Sapp LLP (included as part of Exhibit 5).
* 23.2 Consent of Deloitte & Touche LLP.
* 24.1 Power of Attorney (included on signature page).
_______________________
*Filed herewith.
Exhibit 4.2
AMENDMENT TO THE 1993 INCENTIVE SHARE PLAN
Paragraph 3, Section (a) of the plan is hereby 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 1,750,000."
Exhibit 5.1
[LETTERHEAD OF LOCKE LIDDELL & SAPP LLP]
January 17, 2000
Weingarten Realty Investors
2600 Citadel Plaza Drive
Suite 300
Houston, Texas 77008
Ladies and Gentlemen:
We have acted as counsel to Weingarten Realty Investors, a Texas real
estate investment trust (the "Trust"), in connection with the Registration
Statement on Form S-8 filed by the Trust with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, relating to the
offer and sale of up to an additional 750,000 shares of the Trust's Common
Shares of Beneficial Interest, $0.03 par value per share (the "Common Shares"),
that may be issued pursuant to the Trust's 1993 Incentive Share Plan, as amended
(the "Plan").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or advisable in connection with this
opinion, including the Trust's Declaration of Trust, the Trust's Bylaws and the
Plan. In our examination we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, the authenticity of
originals of such copies and the authenticity of telegraphic or telephonic
confirmations of public officials and others. As to the facts material to our
opinion, we have relied upon certificates or telegraphic or telephonic
confirmations of public officials and certificates, documents, statements and
other information of the Trust or its representatives or officers.
Based upon the foregoing, we are of the opinion that the Common Shares that
may be issued by the Trust, when issued and paid for in accordance with the
terms of the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Locke Liddell & Sapp LLP
LOCKE LIDDELL & SAPP LLP
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated February 23, 1999, appearing in the Annual
Report on Form 10-K of Weingarten Realty Investors for the year ended December
31, 1999 and of our report dated July 23, 1999 relating to the Statement of
Revenue and Certain Expenses for the period from January 1, 1998 through October
9, 1998 of Brodie Oaks Shopping Center and our report dated August 6, 1999
relating to the Statement of Revenue and Certain Expenses for the year ended
December 31, 1997 of Regal Distribution Center, included in the Current Report
on Form 8-K of Weingarten Realty Investors dated August 13, 1999 and to the
reference to us under the heading "Experts" in the Reoffer Prospectus.
DELOITTE & TOUCHE LLP
Houston, Texas
January 11, 2000
