-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LGROX+DOZPO2QPGQyUlytRMSGNmWH+mZzpQ9s6117I6R/93hDe4+Z7jLmu1r/Y74 J2ZxNTmI9DeJltdRnbDUkA== /in/edgar/work/20000629/0000828916-00-000032/0000828916-00-000032.txt : 20000920 0000828916-00-000032.hdr.sgml : 20000920 ACCESSION NUMBER: 0000828916-00-000032 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEINGARTEN REALTY INVESTORS /TX/ CENTRAL INDEX KEY: 0000828916 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 741464203 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-09876 FILM NUMBER: 664205 BUSINESS ADDRESS: STREET 1: 2600 CITADEL PLAZA DR STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77292 BUSINESS PHONE: 7138666000 MAIL ADDRESS: STREET 1: P O BOX 924133 STREET 2: P O BOX 924133 CITY: HOUSTON STATE: TX ZIP: 77292-4133 11-K 1 0001.txt 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) 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 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 SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF WEINGARTEN REALTY STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, ------------------------------- 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 =============== ==============
See Notes to Financial Statements 4 SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF WEINGARTEN REALTY STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years Ended December 31, -------------------------- 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 ============ ============
See Notes to Financial Statements 5 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 Vesting - Participants are fully vested for all contributions made by them. ------- For employer contributions and earnings of the Plan, participants vest as follows:
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
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 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:
Market Value December 31, -------------------------- 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
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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 - ------------------------------------------- ------------------------------------------------------ ----------- ----------- 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
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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 - --------------------------------------------- ----------------------------- ---------- ---------- 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
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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 - --------------------------------- ------------------------------------ ---------- ---------- ------------ ---------- 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) - --------------------------------- ------------ 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
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) - ---------------------------------------- -------------------- --------- ------ ------------- --------------- ------------ 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
11 EX-24 2 0002.txt EXHIBIT 24 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Post-Effective Amendment No. 1 to Registration Statement No. 33-25581 of the Savings and Investment Plan for Employees of Weingarten Realty on Form S-8 of our report dated June 16, 2000, appearing in this Annual Report on Form 11-K of the Savings and Investment Plan for Employees of Weingarten Realty for the year ended December 31, 1999. DELOITTE & TOUCHE LLP Houston, Texas June 29, 2000 -----END PRIVACY-ENHANCED MESSAGE-----