-----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, BcOlYNBw0asFIfGk0vA7yLr2t4zuOwzYacWoj6b7nw1Da7+y/gBxYgRMrHcUHL0e MEGXHSvZp86qeO6PGUCdbw== 0000828916-02-000010.txt : 20020414 0000828916-02-000010.hdr.sgml : 20020414 ACCESSION NUMBER: 0000828916-02-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020225 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEINGARTEN REALTY INVESTORS /TX/ CENTRAL INDEX KEY: 0000828916 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 741464203 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09876 FILM NUMBER: 02560321 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 8-K 1 doc1.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): February 25, 2002 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 February 25, 2002, we entered into a Purchase Agreement with Cohen & Steers Quality Income Realty Fund, Inc. ("Cohen"), regarding the purchase of 198,098 of our common shares of beneficial interest, $.03 par value per share. The shares were offered to Cohen at a price of $50.48 per share, with estimated aggregate net proceeds to us, of approximately $9,442,487 million, after deducting offering expenses. This offering was made pursuant to our existing shelf Registration Statement (Registration Statement File No. 333-57508), the related prospectus dated October 30, 2001 and our prospectus supplement dated February 25, 2002. The purchase of the shares is scheduled to close on February 28, 2002. Net proceeds received from this offering will primarily be used to repay outstanding indebtedness under our credit facility. A copy of the Purchase Agreement is attached as an exhibit to this Form 8-K. We are filing herewith an opinion of Locke Liddell & Sapp LLP dated February 25, 2002, in connection with the above-referenced takedown of shares from our Form S-3 (File No. 333-57508) which was declared effective by the Securities and Exchange Commission on October 30, 2001. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 5.1 Opinion of Locke Liddell & Sapp LLP dated February 25, 2002. 99.1 Purchase Agreement by and between Weingarten Realty Investors and Cohen & Steers Quality Income Realty Fund, Inc. dated February 25, 2002. 1 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: February 27, 2002 WEINGARTEN REALTY INVESTORS /s/ Stephen C. Richter ----------------------------- Stephen C. Richter Senior Vice President and Chief Financial Officer 2 WEINGARTEN REALTY INVESTORS INDEX TO EXHIBITS
EXHIBIT -------- 5.1 Opinion of Locke Liddell & Sapp LLP dated February 25, 2002. 99.1. Purchase Agreement by and between Weingarten Realty Investors and Cohen & Steers Quality Income Realty Fund, Inc., dated February 25, 2002.
3 EX-5.1 3 doc2.txt EXHIBIT 5.1
Locke Liddell & Sapp LLP Attorneys & Counselors 2200 Ross Avenue (214) 740-8000 Suite 2200 Fax: (214) 740-8800 Dallas, Texas 75201-6776 Austin Dallas Houston New Orleans www.lockeliddell.com
February 25, 2002 Weingarten Realty Investors 2600 Citadel Plaza Drive Suite 300 Houston, Texas 77008 Re: 198,098 Common Shares of Beneficial Interest of Weingarten Realty Investors Gentlemen: We are acting as securities counsel to Weingarten Realty Investors, a Texas real estate investment trust (the "Company"), in connection with the issuance and sale of 198,098 common shares of beneficial interest, par value $.03 per share (the "Shares"), issued by the Company in accordance with the terms of a Purchase Agreement (the "Purchase Agreement"), dated February 25, 2002, by and between the Company and Cohen & Steers Quality Income Realty Fund, Inc., and a Placement Agency Agreement (the "Placement Agency Agreement"), dated February 25, 2002, by and between the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Placement Agent. In such capacity, we have participated in the preparation of the Registration Statement of the Company on Form S-3, including all amendments thereto, which Form S-3 was filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), under Registration No. 333-57508 and which was declared effective on October 30, 2001 (the "Registration Statement"), and the related prospectus, dated October 30, 2001 (the "Base Prospectus"), and prospectus supplement, dated February 25, 2002 (the "February Prospectus Supplement"). In our capacity as your counsel in connection with such registration, we have made such legal and factual examinations and inquiries, including an examination of 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 (a) the Restated Declaration of Trust of the Company and the Amended and Restated Bylaws of the Company, each as amended to date, (b) the Registration Statement, (c) the Base Prospectus, (d) the February Prospectus Supplement and (e) the resolutions of the Board of Trust Managers of the Company and the Pricing Committee authorizing the issuance, offering and sale of the Shares (the "Resolutions"). 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 the originals of such copies and the authenticity of telegraphic or telephonic confirmations of public officials and others. As to 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 Company or representatives or officers thereof. The opinions set forth below address the effect on the subject transaction only of the federal laws of the United States and the internal laws of the State of Texas, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the registration of the Shares under the Registration Statement has been duly authorized, and upon issuance, delivery and payment therefor pursuant to the authority granted in the Resolutions, and in accordance with the Purchase Agreement and the Placement Agency Agreement, the Shares will be duly authorized, validly issued, fully paid and nonassessable. The opinion set forth above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors, (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought, and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy, and (iv) we express no opinion concerning the enforceability of the waiver of rights or defenses. We consent to your filing this opinion as an exhibit to the Current Report on Form 8-K dated February 25, 2002. This opinion is rendered only to you and is for your benefit in connection with the transactions covered hereby. This opinion may not be relied upon by you for any other purpose, or furnished to, quoted to, or relied upon by any other person, firm or corporation for any purpose other than your investors, without our prior written consent. Very truly yours, LOCKE LIDDELL & SAPP LLP By: /s/ Gina E. Betts ---------------------- Gina E. Betts 2 EX-99.1 4 doc3.txt EXHIBIT 99.1 PURCHASE AGREEMENT This Purchase Agreement (this "Agreement"), dated as of February 25, 2002, is between Cohen & Steers Quality Income Realty Fund, Inc. (the "PURCHASER") and Weingarten Realty Investors, a Texas real estate investment trust (the "SELLER"). WHEREAS, the PURCHASER, desires to purchase from SELLER, and SELLER desires to issue and sell to PURCHASER, 198,098 of its common shares of beneficial interest (the "Shares"); and WHEREAS, the PURCHASER intends to enter into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and certain underwriters named therein (collectively, the "Underwriters") with respect to the issue and sale by the PURCHASER and the purchase by the Underwriters of common shares of the PURCHASER in an amount as specified therein, such proceeds being sufficient to consummate the transactions contemplated by this Agreement (the "Financing"). NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows: 1. Purchase and Sale. Subject to the terms and conditions hereof, ------------------ the PURCHASER hereby agrees to purchase from SELLER, and SELLER agrees to issue and sell to PURCHASER, the Shares at a price per share of $50.48 for an aggregate purchase price of $9,999,987 (the "Purchase Price"). 2. Representations and Warranties of PURCHASER. The PURCHASER -------------------------------------------- represents and warrants that: (a) Due Authorization. The PURCHASER is duly authorized ------------------- to purchase the Shares. This Agreement has been duly authorized, executed and delivered by the PURCHASER and constitutes a legal, valid and binding agreement of the PURCHASER, enforceable against the PURCHASER in accordance with its terms except as may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought. (b) Prospectus and Prospectus Supplement. The PURCHASER has ------------------------------------- received a copy of SELLER's Prospectus dated October 30, 2001 and Prospectus Supplement dated February 25, 2002 (collectively, the "Prospectus"). (c) Not a Party in Interest; Disqualified Person. With -------------------------------------------------- respect to SELLER, PURCHASER is not a "party in interest" as such phrase is used in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a "disqualified person" as such phrase is used in the Internal Revenue Code of 1986, as amended ("Code"). (d) Not a Prohibited Transaction. The purchase of the -------------------------------- Shares from SELLER will not give rise to a nonexempt "prohibited transaction" under ERISA or the Code. 3. Representations and Warranties of SELLER. SELLER represents --------------------------------------------- and warrants that: (a) Due Authorization. This Agreement has been duly ------------------- authorized, executed and delivered by SELLER and constitutes a legal, valid and binding agreement of SELLER, enforceable against SELLER in accordance with its terms except as may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought. (b) Organization and Authority. SELLER has been duly ---------------------------- organized and isvalidly existing under the laws of the State of Texas, with full power and authority to own or lease and occupy its properties and conduct its business as described in the Prospectus. (c) Issuance of the Shares. The Shares have been duly -------------------------- and validly authorized and, when issued and delivered pursuant to this Agreement, will be fully paid and nonassessable and will be listed, subject to notice of issuance, on the New York Stock Exchange effective as of the Closing (as defined in Paragraph 5 of this Agreement). (d) Absence of Conflicts. The execution, delivery and ----------------------- performance of this Agreement and the consummation of transactions contemplated herein do not and will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the SELLER./ 4. Conditions to Obligations of the Parties. The obligations of -------------------------------------------- the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Time of the following conditions: (a) each of the representations and warranties of the parties hereto shall be true and correct in all respects; (b) the PURCHASER shall have received the proceeds of the Financing on terms that are consistent with the Underwriting Agreement; and (c) at Closing (as defined below), the PURCHASER shall have received the favorable opinion of counsel to the SELLER and a certificate 2 of the officers of the SELLER, dated as of the Closing, in form and substance reasonably satisfactory to the PURCHASER. 5. Closing. The transactions contemplated hereby shall be -------- consummated on February 28, 2002, or such other time as shall be agreed upon by the PURCHASER and the SELLER (such time and date of payment and delivery being herein called the "Closing"). At the Closing, SELLER shall cause its transfer agent to deposit the Shares with the Depositary Trust Company, which shall deliver the Shares to a custodian on behalf of the PURCHASER. Upon such delivery, the PURCHASER shall wire transfer to an account designated by SELLER immediately available funds in the amount of the Purchase Price for the Shares. 6. Governing Law. This Agreement shall be construed in accordance --------------- with and governed by the substantive laws of the State of New York. 7. Entire Agreement. This Agreement constitutes the entire ------------------ agreement between the parties hereto with respect to the subject matter hereof and may be amended only in a writing that is executed by each of the parties hereto. 8. Counterparts. This Agreement may be executed in separate ------------- counterparts, each of which shall be deemed an original, and all of which together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written. WEINGARTEN REALTY INVESTORS By: /s/ Stephen C. Richter ---------------------------- Name: Stephen C. Richter Title: Senior Vice President and Chief Financial Officer COHEN & STEERS QUALITY INCOME REALTY FUND, INC. By: /s/ Robert Steers ---------------------------- Name: Robert Steers Title: Chairman -----END PRIVACY-ENHANCED MESSAGE-----