SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

AMENDMENT NO. 3 to

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Weingarten Realty Investors

 (Name of Subject Company)

Weingarten Realty Investors

 (Names of Filing Persons (Offeror))

3.950% Convertible Senior Unsecured Notes due August 1, 2026

 (Title of Class of Securities)

948741AF0 and 948741AE3

 (CUSIP Number of Class of Securities)

Andrew M. Alexander

President and Chief Executive Officer

Weingarten Realty Investors

2600 Citadel Plaza Drive, Suite 125

Houston, Texas 77008

(713) 866-6000

 (Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of Filing Person)

Copies to:

Bryan L. Goolsby

Gina E. Betts

Locke Lord Bissell & Liddell LLP

2200 Ross Avenue, Suite 2200

Dallas, Texas 75201

(214) 740-8000

CALCULATION OF FILING FEE

Transaction Value	Amount of Filing Fee (1)
$427,945,000	$23,880

(1) Calculated  based on a filing fee of $55.80 per $1,000,000 of Transaction Value.  In accordance with Rule 0-11(a)(2) the filing fee is being offset by $23,880 out of a total of $107,102 of unutilized fees relating to $1,047,400,000 aggregate initial offering price of unsold securities of the Filing Person that were registered under Registration Statement No. 333-119067, filed on September 16, 2004.

ý Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  $107,102	Filing Party:  Weingarten Realty Investors
Form or Registration No.:  333-119067	Date Filed:  September 16, 2004

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

ý issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

INTRODUCTORY STATEMENT

This Amendment No. 3 ("Amendment No. 3")amends and supplements theTender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission on June 1, 2009, as amended on June 9, 2009 and June 10, 2009 (as amended and supplemented to date, the "Schedule TO"), by Weingarten Realty Investors (“Weingarten”), a Texas real estate investment trust, relating to the offer by Weingarten to purchase a portion of its 3.950% Convertible Senior Unsecured Notes due August 1, 2026 (the “Convertible Notes”) upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 1, 2009 (as amended, the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which were filed as Exhibits (a)(1) and (a)(2) to the Schedule TO, respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).  

The information in the Offer which was previously filed with the Schedule TO is hereby expressly incorporated by reference into this Amendment No. 3, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 4.    Terms of the Transaction.

The Offer was originally scheduled to expire at 12:00 midnight, New York City time, on June 26, 2009.  By a press release dated June 29, 2009, Weingarten increased the amount available to purchase its Convertible Notes by $77,945,000 for a new total of $325,000,000 and extended the expiration date of the Offer for its Convertible Notes for ten additional days.  With this extension, the Offer will now expire at 12:00 midnight, New York City time, on July 13, 2009.  The full text of Weingarten's press release dated June 29, 2009, announcing the extension of the expiration date and the increase in the amount of the Offer is filed as Exhibit (a)(6) hereto and is incorporated herein by reference.

The Offer to Purchase is hereby amended as follows:

(1)    The expiration of the Maximum Tender Offer was extended from 12:00 midnight, New York City time, on June 26, 2009 to 12:00 midnight, New York City time, on July 13, 2009.  Accordingly, all references to the expiration of the Maximum Tender Offer being on June 26, 2009 in the Offer to Purchase are changed to July 13, 2009, and the term “Maximum Tender Offer Expiration Date” shall refer to 12:00 midnight, New York City time, on July 13, 2009.  As a result of the extension of the Maximum Tender Offer expiration date, the settlement date for the Maximum Tender Offer was also extended by ten days.  Accordingly, all references to the settlement date for the Maximum Tender Offer being on July 1, 2009 in the Offer to Purchase are changed to July 16, 2009.  As a result of the extension of the Maximum Tender Offer expiration date, the withdrawal date for the Maximum Tender Offer was also extended by ten days.  Accordingly, all references to the Maximum Tender Withdrawal Date being on June 26, 2009 in the Offer to Purchase are changed to July 13, 2009. 

(2)    On page 4 of the Offer to Purchase, the response to the question “How will the Company pay for the Notes?” is replaced with the following:

“We will need a maximum of $427,945,000 to purchase Notes. We anticipate that we will obtain the necessary funds by utilizing cash we receive upon liquidation of our overnight short-term cash investments, which will total approximately $143,000,000, and the remainder will be obtained from borrowings under our unsecured revolving credit facility.  We will repay the funds borrowed under our credit facility from operating cash flow, dispositions of assets and other financing transactions.”

(3)    On page 8 of the Offer to Purchase, the last sentence of the first paragraph under the heading “TERMS OF THE OFFERS – Purpose of the Offers; Source of Funds” is replaced with the following:

“We anticipate that we will obtain the necessary funds by utilizing cash we receive upon liquidation of our overnight short-term cash investments, which will total approximately $143,000,000, and the remainder will be obtained from borrowings under our unsecured revolving credit facility.”

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Item 12.  Exhibits.

   Item 12 of the Schedule TO is hereby amended and supplemented by the addition of Exhibit (a)(6) and, as so amended, is restated as follows:

(a)      Disclosure Material.

*	(a)(1)	Offer to Purchase dated June 1, 2009.
*	(a)(2)	Form of Letter of Transmittal.
*	(a)(3)	Press Release issued by Weingarten on June 1, 2009.
*	(a)(4)	Press Release issued by Weingarten on June 9, 2009.
*	(a)(5)	Press Release issued by Weingarten on June 10, 2009.
	(a)(6)	Press Release issued by Weingarten on June 29, 2009.

        (b)      Loan Agreement.

* (b)(1) Amended and Restated Credit Agreement dated February 22, 2006 among Weingarten Realty Investors, the Lenders Party Thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.32 to Weingarten’s Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).

* (b)(2) Amendment Agreement dated November 7, 2007 to the Amended and Restated Credit Agreement (filed as Exhibit 10.34 on Weingarten’s Form 10-Q for the quarter ended September 30, 2007 and incorporated herein by reference).

(d)      Contracts, Arrangements or Understandings.

*	(d)(1)	Senior Indenture dated as of May 1, 1995 between Weingarten Realty Investors and JPMorgan Chase Bank National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(a) to Weingarten’s Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
*	(d)(2)	First Supplemental Indenture dated as of August 2, 2006 between Weingarten Realty Investors and JPMorgan Chase Bank National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4.1 to Weingarten’s Form 8-K on August 2, 2006 and incorporated herein by reference).

(g)      Oral Solicitation Materials.

                   None.

(h)      Tax Opinion.

                   None.

* Previously filed.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  June 29, 2009

Weingarten Realty Investors
By:	/s/ Andrew M. Alexander
	Andrew M. Alexander
	President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.

(a)       Disclosure Material.

* (a)(1) Offer to Purchase dated June 1, 2009.

* (a)(2) Form of Letter of Transmittal.

* (a)(3) Press Release issued by Weingarten on June 1, 2009.

* (a)(4) Press Release issued by Weingarten on June 9, 2009.

* (a)(5) Press Release issued by Weingarten on June 10, 2009.

(a)(6) Press Release issued by Weingarten on June 29, 2009.

(b)       Loan Agreement.

* (b)(1) Amended and Restated Credit Agreement dated February 22, 2006 among Weingarten Realty Investors, the Lenders Party Thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.32 to Weingarten’s Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).

* (b)(2) Amendment Agreement dated November 7, 2007 to the Amended and Restated Credit Agreement (filed as Exhibit 10.34 on Weingarten’s Form 10-Q for the quarter ended September 30, 2007 and incorporated herein by reference).

(d)       Contracts, Arrangements or Understandings.

* (d)(1) Senior Indenture dated as of May 1, 1995 between Weingarten Realty Investors and JPMorgan Chase Bank National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(a) to Weingarten’s Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).

* (d)(2) First Supplemental Indenture dated as of August 2, 2006 between Weingarten Realty Investors and JPMorgan Chase Bank National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4.1 to Weingarten’s Form 8-K on August 2, 2006 and incorporated herein by reference).

(g)      Oral Solicitation Materials.

           None.

(h)      Tax Opinion.

 None.

* Previously filed.

EX-99.(A)(6)

EXHIBIT 99.(a)(6)

2600 Citadel Plaza Drive

P.O. Box 924133

Houston, Texas 77292-4133

NEWS RELEASE

Information: Kristin Gandy, Director of Investor Relations, Phone: (713) 866-6050

WEINGARTEN REALTY INVESTORS ANNOUNCES

AN INCREASE IN THE SIZE OF AND EXTENSION OF ITS TENDER OFFER

FOR ITS CONVERTIBLE NOTES

Houston, TEXAS (June 29, 2009) – Weingarten Realty Investors (NYSE: WRI) announced today that it has increased the amount available to purchase its outstanding notes in the table below (the "Convertible Notes") pursuant to its offer by $77,945,000 for a new total of $325,000,000 and extended the offer for ten additional days.  With this extension, the Maximum Tender Offer will now expire at 12:00 midnight, New York City time, on July 13, 2009 (as amended, the "Maximum Tender Offer Expiration Date").  Based on information received from Global Bondholder Services Corporation, Weingarten's Information Agent, the following table summarizes the aggregate principal amount of the Convertible Notes validly tendered and not validly withdrawn as of 12:00 midnight on Friday, June 26, 2009.

CUSIP Numbers	Title of Security	Aggregate Principal Amount Outstanding		Aggregate Principal Amount Tendered		Percentage of Outstanding Principal Amount Tendered
948741AF0/948741AE3	3.950% Convertible Senior Unsecured Notes due August 1, 2026	$	454,921,000	$	317,525,000	69.80%

Except as otherwise provided for in the release, all other terms and conditions of the Maximum Tender Offer will remain the same.  The terms and conditions of the Maximum Tender Offer are set forth in Weingarten's Offer to Purchase dated June 1, 2009, as amended and the related Letter of Transmittal.

J.P. Morgan Securities Inc. is the Dealer Manager and Global Bondholder Services Corporation is acting as the Depositary and Information Agent for the Maximum Tender Offer.

For additional information regarding the terms of the Maximum Tender Offer please contact:  J.P. Morgan Securities Inc. at (866) 834-4666 (toll free) or (212) 834-3424 (collect).  Requests for documents and questions regarding the tendering of Convertible Notes may be directed to Global Bondholder Services Corporation at (866) 470-4200 (toll-free) or (212) 430-3774 (collect).

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements.  These statements are based on current expectations, estimates and projections about the industry

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and markets in which Weingarten operates, management's beliefs, and assumptions made by management.  It is important to note that Weingarten's actual results could differ materially from those projected in such forward-looking statements.  Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties which are difficult to predict.  Reference is made to Weingarten's regulatory filings with the Securities and Exchange Commission for information or factors that may impact Weingarten's performance.

About Weingarten Realty Investors

As one of the largest real estate investment trusts listed on the New York Stock Exchange, Weingarten Realty (NYSE: WRI) is celebrating its 60th anniversary as a commercial real estate owner, manager and developer, formed in 1948.  Focused on delivering solid returns to shareholders, Weingarten is actively developing, acquiring, and intensively managing properties in 23 states that span the United States from coast-to-coast.  The Company's portfolio of 404 properties includes 323 neighborhood and community shopping centers and 81 industrial properties.  Including tenant-owned square footage, the Company's portfolio currently totals approximately 73 million square feet under management.  Weingarten has one of the most diversified tenant bases of any major REIT in its sector, with the largest of its 5,300 tenants comprising less than 3% of its rental revenues.  To learn more about the Company's operations and growth strategies, please visit www.weingarten.com.

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