8-K 1 submis8k042501.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 29, 2001 WEINGARTEN REALTY INVESTORS (Exact name of Registrant as specified in its Charter) TEXAS 1-9876 74-1464203 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification Number) 2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77292 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 866-6000 Not applicable (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. Following the close of trading on the New York Stock Exchange on January 23, 2001, we entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney and Legg Mason Wood Walker, Incorporated, regarding the underwritten public offering of 4,500,000 of our common shares of beneficial interest, $.03 par value per share, and an option to purchase an additional 675,000 shares to cover over-allotments, which option was exercised on February 22, 2001. The shares were offered to the public at a price of $423/16 per share, the closing price of the shares on the NYSE on January 23, 2001, with estimated aggregate net proceeds to us, of approximately $180 million, after deducting the underwriting discount and other expenses. This offering was made pursuant to our existing shelf Registration Statement (Registration Statement File No. 333-85967) and our Prospectus Supplement dated January 23, 2001 to the Prospectus dated September 14, 1999. The initial offering for the shares closed on January 29, 2001 and the closing relating to the exercise of the over-allotment option for 200,000 shares occurred on February 27, 2001. Net proceeds received from this offering were primarily used to repay outstanding indebtedness under our credit facility. A copy of the underwriting agreement is attached as an exhibit to this Form 8-K. We are filing herewith a press release issued by us on April 19, 2001 as Exhibit 99.1 which is included herein. This press release was issued to report our first quarter earnings. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 1.1 Underwriting Agreement by and between Weingarten Realty Investors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney and Legg Mason Wood Walker, Incorporated dated January 23, 2001. 99.1 Press Release issued by Weingarten Realty Investors on April 19, 2001. Page 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 25, 2001 WEINGARTEN REALTY INVESTORS /s/ Stephen C. Richter ----------------------------- Stephen C. Richter Senior Vice President and Chief Financial Officer Page 3 WEINGARTEN REALTY INVESTORS INDEX TO EXHIBITS EXHIBIT ------- 1.1 Underwriting Agreement by and between Weingarten Realty Investors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney and Legg Mason Wood Walker, Incorporated dated January 23, 2001. 99.1 Press Release issued by Weingarten Realty Investors on April 19, 2001. Page 4