-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, mnTOAIdE0Ld/GtLZXxbmqzeM3wHUf3ELrsHk3MIHioz7/+2C27abZkkteiJp7aw9 Wl9ERDca+XF+pZlzmht2JA== 0000899243-95-000303.txt : 19950530 0000899243-95-000303.hdr.sgml : 19950530 ACCESSION NUMBER: 0000899243-95-000303 CONFORMED SUBMISSION TYPE: S-2/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950519 SROS: NYSE 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: S-2/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-58859 FILM NUMBER: 95540952 BUSINESS ADDRESS: STREET 1: 2600 CITADEL PLZ DR STREET 2: P O BOX 924133 CITY: HOUSTON STATE: TX ZIP: 77292-4133 BUSINESS PHONE: 7138666000 MAIL ADDRESS: STREET 1: 2600 CITADEL PLAZA DR STREET 2: P O BOX 924133 CITY: HOUSTON STATE: TX ZIP: 77292-4133 S-2/A 1 FORM S-2 AMENDMENT #1 As filed with the Securities and Exchange Commission on May 19, 1995. Registration Statement No. 33-58859 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ Amendment No. 1 to FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________ WEINGARTEN REALTY INVESTORS (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ____________ TEXAS 74-1464203 (STATE OR OTHER (I.R.S. EMPLOYER JURISDICTION OF INCORPORATION IDENTIFICATION NO.) OR ORGANIZATION) 2600 CITADEL PLAZA DRIVE HOUSTON, TEXAS 77008 (713) 866-6000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ____________ STANFORD ALEXANDER WEINGARTEN REALTY INVESTORS 2600 CITADEL PLAZA DRIVE HOUSTON, TEXAS 77008 (713) 868-6000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ____________ COPIES TO: ROBERT V. JEWELL ANDREWS & KURTH L.L.P. 4200 TEXAS COMMERCE TOWER HOUSTON, TEXAS 77002 (713) 220-4200 ____________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective and from time to time. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. /x/ If the Registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this Form, check the following box. /x/ ____________ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. WEINGARTEN REALTY INVESTORS CROSS-REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATION S-K SHOWING THE LOCATION IN THE PROSPECTUS OF THE INFORMATION REQUIRED BY PART I OF FORM S-2
ITEM NO. FORM S-2 LOCATION OR HEADING IN PROSPECTUS 1. Forepart of the Registration Statement Facing Page; Cross-Reference Sheet; and Outside Front Cover Page of Outside Front Cover Page of Prospectus Prospectus 2. Inside Front and Outside Back Cover Pages Available Information; Inside Front Cover Page of of Prospectus Prospectus; Table of Contents 3. Summary Information, Risk Factors and The Company Ratio of Earnings to Fixed Charges 4. Use of Proceeds Use of Proceeds 5. Determination of Offering Price Plan of Distribution 6. Dilution Not Applicable 7. Selling Security Holders Selling Shareholder 8. Plan of Distribution Plan of Distribution 9. Description of Securities to be Description of Shares Registered 10. Interests of Named Experts and Counsel Not Applicable 11. Information with Respect to the Outside Front Cover Page of Prospectus Registrant 12. Incorporation of Certain Information by Incorporation of Certain Documents by Reference Reference 13. Disclosure of Commission Position on Not Applicable Indemnification for Securities Act Liabilities
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ + INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + + REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + + SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR + + MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + + BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + + THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + + SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + + UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS + + OF ANY SUCH STATE. + +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED May 19, 1995 PROSPECTUS 162,500 WEINGARTEN REALTY INVESTORS COMMON SHARES OF BENEFICIAL INTEREST THIS PROSPECTUS RELATES TO THE SALE BY ROTHSCHILD PROPERTY INVESTORS L.P. ("ROTHSCHILD") OF UP TO 162,500 COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.03 PER SHARE (THE "OFFERED SHARES"), OF WEINGARTEN REALTY INVESTORS (THE "COMPANY"). THE COMPANY WILL RECEIVE NO PART OF THE PROCEEDS OF THE OFFERED SHARES BUT WILL INCUR CERTAIN EXPENSES IN CONNECTION WITH THE OFFERING. SEE "SELLING SHAREHOLDER." THE LAST REPORTED SALES PRICE OF THE COMPANY'S COMMON SHARES (THE "SHARES") ON MAY 17, 1995 ON THE NEW YORK STOCK EXCHANGE (THE "NYSE") WAS $36.625 PER SHARE. THE SHARES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY DESIGNED TO PRESERVE THE COMPANY'S STATUS AS A REAL ESTATE INVESTMENT TRUST. SEE "DESCRIPTION OF SHARES." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. Rothschild (or its donees or pledgees) may from time to time sell all or a portion of the Offered Shares in transactions on the NYSE, in negotiated transactions or otherwise, at prices then prevailing or related to the then current market price or at negotiated prices. The Offered Shares may be sold directly or through agents or broker-dealers acting as principal or agent, or in block trades or pursuant to a distribution by one or more underwriters on a firm commitment or best efforts basis. For a more complete description of these arrangements, see "Plan of Distribution." THE OFFERED SHARES HAVE NOT BEEN REGISTERED FOR SALE BY ROTHSCHILD UNDER THE SECURITIES LAWS OF ANY STATE AS OF THE DATE OF THIS PROSPECTUS. BROKERS OR DEALERS EFFECTING TRANSACTIONS IN THE OFFERED SHARES SHOULD CONFIRM THE REGISTRATION THEREOF UNDER THE SECURITIES LAWS OF THE STATES IN WHICH SUCH TRANSACTIONS OCCUR, OR THE EXISTENCE OF ANY EXEMPTION FROM REGISTRATION. THIS PROSPECTUS MUST BE ACCOMPANIED BY THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 1994 THE DATE OF THIS PROSPECTUS IS MAY , 1995. AVAILABLE INFORMATION Weingarten Realty Investors (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith files periodic and current reports and other information with the Securities and Exchange Commission (the "Commission"). Information concerning Trust Managers and officers, their remuneration and any material interest of such persons in transactions with the Company, as of particular dates, is disclosed in proxy statements distributed to shareholders of the Company and filed with the Commission. Copies of such material can be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and other information can also be inspected and copied at the public reference facilities maintained by the Commission at the Commission's Regional Offices located at 500 West Madison Street (Suite 1400), Chicago, Illinois 60661 and at 7 World Trade Center, New York, New York 10048 and at the offices of the New York Stock Exchange, Inc. 20 Broad Street, New York, New York 10005, on which exchange the Common Shares of Beneficial Interest, $0.03 par value, of the Company (the "Shares") are listed. The Company furnishes to its securities holders annual reports containing audited financial statements and interim reports containing unaudited financial statements. The Company has filed with the Commission a registration statement on Form S-2 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act of 1933, as amended (the "1993 Act"). This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, reference is hereby made to the Registration Statement. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission (File No. 1- 9876) are incorporated by reference in this Prospectus: (a) Annual Report on Form 10-K for the year ended December 31, 1994. (b) Quarterly Report on Form 10-Q for the three months ended March 31, 1995. (c) 1994 Annual Report to Shareholders; provided, however, that the letter to Company shareholders appearing on pages 2-9 of such Annual Report shall not be deemed incorporated by reference in this Prospectus or in any Company filing under the 1933 Act or the 1934 Act, except to the extent the Company specifically incorporates such letter by reference, and shall not otherwise be deemed filed under such acts. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated by reference shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed incorporated document or in an accompanying prospectus supplement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. UPON WRITTEN OR ORAL REQUEST OF ANY PERSON TO WHOM A PROSPECTUS IS DELIVERED, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF THE DOCUMENTS WHICH HAVE BEEN INCORPORATED BY REFERENCE IN THIS PROSPECTUS. REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO M. CANDACE DUFOUR, VICE PRESIDENT AND SECRETARY, WEINGARTEN REALTY INVESTORS, 2600 CITADEL PLAZA DRIVE, HOUSTON, TEXAS 77008, TELEPHONE (713) 866-6000. -2- THE COMPANY The Company has owned and developed shopping centers and other commercial real estate since its organization in 1948. The Company's investment focus has been and continues to be on shopping centers. As of March 3, 1995, Trust Managers and executive officers of the Company controlled 4,184,082 Shares or approximately 15.9% of the outstanding Shares. Initially, the Company grew primarily through development of properties, with 91 of the 161 operating properties having been developed by the Company. With respect to these projects, the Company acquired the raw land, constructed buildings and leased the store spaces. The Company generally develops new projects only when it has leases in place with financially strong and viable anchor retailers. More recently, the Company has expanded its property base primarily through acquisitions of properties previously developed by other parties which satisfy investment criteria similar to those applicable to new developments. Management believes that the majority of the Company's growth in the immediate future will continue to result from acquisitions, due to the continuing over-supply of developed real estate projects, the current lack of capital for most of the Company's competitors to finance new investments and the prevailing market discount from reproduction costs for new projects. As part of its acquisition strategy, the Company seeks under-managed properties in good locations, the value of which can be enhanced through remerchandising and renovating. Geographically, the Company considers expansion in areas where it currently has a presence or where it can acquire within a reasonable time frame a sufficient number of properties that meet its investment criteria. An equally important part of the Company's strategy has been to improve the cash flow and value of its existing portfolio through: (i) maximizing rental revenues, occupancy and retail sales, (ii) operating the properties in the most cost effective manner and (iii) renovating and remerchandising the tenant mix with respect to selected properties. Management believes that its overall debt structure is conservative. Based upon the approximately $1 billion market value of the Company's equity at December 31, 1994, the Company's debt represented less than 18.6% of its total market capitalization. The Company's ratio of funds from operations before interest expense to fixed charges for the year ended December 31, 1994 was approximately 6.10 to 1.0. The Company conducts its operations in order to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). The Company's principal executive offices are located at 2600 Citadel Plaza Drive, Houston, Texas 77008, and its telephone number is (713) 866-6000. As used herein, the term "Company" refers to Weingarten Realty Investors and its predecessors unless the context otherwise specifically requires. USE OF PROCEEDS The Company will not receive any of the proceeds from sales of the Offered Shares by Rothschild. The expenses of the registration of the Offered Shares are to be paid by the Company. RECENT DEVELOPMENTS The sale of the Offered Shares registered pursuant to the Registration Statement of which this Prospectus forms a part have been issued to Rothschild Property Investors L.P. ("Rothschild"), in accordance with the terms of a Purchase and Sale Agreement, dated as of March 28, 1995 and amended as of May 17, 1995 (as amended, the "Agreement") between the Company and Rothschild. The Agreement provides that the Company will acquire a parcel of land, together with all buildings, structures and improvements situated thereon, located in Albuquerque, New Mexico, and known as the Valle del Sol Shopping Center, in exchange for the Offered Shares. The Agreement further provides that the expenses of the registration of the Offered Shares are to be paid by the Company. In connection with the issuance of the Offered Shares, the Company has granted to Rothschild, and certain of its affiliates which may receive such Offered Shares, the right to require the Company -3- to repurchase any of the Offered Shares owned by Rothschild on the one-year anniversary of the Closing Date, as defined in the Agreement. Not earlier than the one-year anniversary, and not later than 10 days after such anniversary, Rothschild shall state the number of Offered Shares which it demands that the Company repurchase. If so requested, the Company will be obligated to repurchase such Offered Shares at a per share price of $39.06. The repurchase obligation terminates upon transfer of the Offered Shares, subject to certain limited exceptions. SELLING SHAREHOLDER This Prospectus relates to the sale by Rothschild from time to time of the Offered Shares. The following table provides certain information with respect to Rothschild and the number of Shares owned, offered and to be owned after the offering by Rothschild.
Maximum Number Percentage Number of number of of Shares of Class Shares owned Shares to be to be owned to be owned before the sold in the after the after the Selling Shareholder Offering Offering(1) Offering(1) Offering(1) ------------------- ------------- ------------ ----------- ----------- Rothschild Property 162,500 162,500 -0- -0- Investors, L.P. - ---------------- (1) There is no assurance that Rothschild will sell any or all of the Offered Shares.
The Company will pay certain expenses incurred in connection with the registration under the Securities Act of the Offered Shares including, without limitation, registration and filing fees, fees with respect to filings with the National Association of Securities Dealers, Inc., if any, fees and expenses of compliance with securities or blue sky laws, printing expenses, fees and disbursements of counsel for the Company and all independent certified public accountants, fees and expenses of other persons retained by the registrant and fees and expenses incurred in connection with listing the Offered Shares; however, such expenses shall not include commissions and discounts of underwriters, dealers or agents, if any, expenses of legal counsel of Rothschild and any stock transfer and other taxes applicable to the Offered Shares. DESCRIPTION OF SHARES GENERAL The Shares are issued pursuant to the Declaration of Trust. The Shares are equal with respect to distribution and liquidation rights, are not convertible, have no preemptive rights to subscribe for additional Shares, are nonassessable (except as described under "Shareholder Liability" below) and are transferable in the same manner as shares of a corporation. Each shareholder is entitled to one vote in person or by proxy for each Share registered in his name and has the right to vote on the election or removal of Trust Managers, amendments to the Declaration of Trust, proposals to terminate, reorganize, merge or consolidate the Company or to sell or dispose of substantially all of the Company's property and with respect to certain business combinations. The Company will have perpetual existence unless and until dissolved and terminated. Except with respect to the foregoing matters, no action taken by the shareholders at any meeting shall in any way bind the Trust Managers. The Shares offered by the Company will be, when issued, fully paid and nonassessable (except as described under "Shareholder Liability" below). Several provisions in the Declaration of Trust may have the effect of deterring a take-over of the Company. These provisions restrict ownership of the Company's outstanding equity securities by a single person to not more than 9.8% of such securities to assist in protecting and preserving the qualification of the Company as a REIT under the Code and include a "fair price" provision that would deter a "two-stage" take-over transaction by requiring an 80% vote of outstanding securities entitled -4- to vote thereon for certain defined "business combinations" with shareholders owning more than 50% of the equity securities considered for such purposes if the transaction is neither approved by the Board of Trust Managers nor meets certain price and procedural conditions. REIT QUALIFICATION The Company operates in a manner intended to qualify it for treatment as a REIT under Sections 856 through 860 of the Code. In general, a REIT that distributes to its shareholders at least 95% of its taxable income (other than net capital gain) for a taxable year and that meets certain other conditions will not be taxed on income (including net capital gain) distributed for that year. If the Company fails to qualify as a REIT in any taxable year, it will be taxed as a corporation for that year, and distributions to its shareholders will not be deductible by the Company in computing its taxable income. Under certain circumstances, the Company also will be disqualified from being treated as a REIT for the ensuing four taxable years. Failure to qualify as a REIT could result in the Company incurring indebtedness and perhaps liquidating investments in order to pay its taxes. Among the requirements which must be met in order for the Company to qualify as a REIT is that no more than 50% in value of the outstanding capital shares, including in some circumstances capital shares into which outstanding securities might be converted, may be owned actually or constructively by five or fewer individuals or certain other entities at any time during the last half of the Company's taxable year. To assist the Company in meeting this requirement, the Declaration of Trust limits persons to ownership of not more than 9.8% of the outstanding equity securities of the Company, including Shares. Convertible securities (whether in registered or bearer form) are treated as if such securities had been converted in calculating the ownership limit. The Declaration of Trust provides that any attempted transfers of Shares that would cause a person to exceed the limit shall be null and void. However, because the Code imposes broad attribution rules in determining constructive ownership, no assurances can be given that the restrictions of the Declaration of Trust will be effective in maintaining the Company's REIT status. Further, owners of more than 6.5% of the Shares as of January 19, 1988 (currently only Stanford Alexander, who at December 31, 1994 beneficially owned approximately 7.7% of the outstanding Shares) are exempted from the limit. Without shareholder approval, the Company may issue an unlimited number of securities, warrants, rights or other options to purchase Shares and other securities convertible into Shares. SHAREHOLDER LIABILITY The Declaration of Trust provides that no shareholder shall be personally liable for the acts and obligations of the Company and that the funds and property of the Company shall be solely liable for such acts or obligations. The Declaration of Trust provides that, to the extent practicable, each written instrument creating an obligation of the Company shall contain a provision to that effect. By statute, the State of Texas provides limited liability for shareholders of a REIT organized under the REIT Act. However, certain jurisdictions may not recognize the limited liability provided to shareholders under the REIT Act and, therefore, a shareholder may be held personally liable to the extent that such claims are not satisfied by the Company. Because of the uncertainty that may exist in the laws of certain states in which the Company owns property or conducts business, wholly-owned subsidiary corporations are utilized to own properties in such states. The Bylaws of the Company provide for indemnification of shareholders by the Company for any liabilities incurred in such capacity. The Company carries public liability insurance that the Trust Managers consider adequate. Thus, any risk of personal liability to shareholders is limited to situations in which the Company's assets plus its insurance coverage would be insufficient to satisfy the claims against the Company and its shareholders. The Company believes that its operations have been conducted and will continue to be conducted in such a way so as to avoid, as far as possible, ultimate liability of the shareholders for liabilities of the Company. REGISTRAR AND TRANSFER AGENT The Registrar and Transfer Agent for the Shares is KeyCorp Shareholder Services, Inc. The Shares are listed on the New York Stock Exchange (Symbol: WRI). -5- PLAN OF DISTRIBUTION Rothschild (or its donees or pledgees) may from time to time sell all or a portion of the Offered Shares on the NYSE or in negotiated transactions or otherwise, at prices then prevailing or related to the then current market price or at negotiated prices. The offering price of the Offered Shares from time to time will be determined by Rothschild (or its donees or pledgees) and, at the time of such determination, may be higher or lower than the market price of the Company's Shares on the NYSE. The Offered Shares may be sold directly or through broker-dealers acting as principal or agent, or pursuant to a distribution by one or more underwriters on a firm commitment or best efforts basis. The methods by which the Offered Shares may be sold include (a) a block trade in which the broker-dealer so engaged will attempt to sell the Offered Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker-dealer as principal and resale by such broker-dealer for its account pursuant to this Prospectus; (c) ordinary brokerage transactions and transactions in which the broker solicits purchasers; (d) an exchange distribution in accordance with the rules of the NYSE; and (e) privately negotiated transactions. Rothschild (or its donees or pledgees) and any broker-dealers participating in the distribution of the Offered Shares may be deemed to be "underwriters" within the meaning of the Securities Act, and any profit on the sale of the Offered Shares by Rothschild (or its donees or pledgees) and any commissions received by any such broker-dealers may be deemed to be underwriting commissions under the Securities Act. In order to comply with the securities laws of certain states, if applicable, the Offered Shares will be sold in such jurisdictions only through registered or licensed brokers. In addition, in certain states the Offered Shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from applicable registration or qualification requirements is available and complied with. There is no assurance that Rothschild will sell any or all of the Offered Shares. The Company will pay certain expenses incident to the offering and sale of the Offered Shares to the public, not to include commissions and discounts of underwriters, dealers or agents, if any, expenses of legal counsel of Rothschild and any stock transfer and other taxes applicable to the Offered Shares. LEGAL OPINIONS Certain matters with respect to the legality of the securities offered hereby will be passed upon for the Company by Andrews & Kurth L.L.P., Houston, Texas. EXPERTS The consolidated financial statements and related financial statement schedules incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K and Annual Report to Shareholders for the year ended December 31, 1994 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. -6- NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SHARES TO ANY PERSON IN ANY JURISDICTION TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR THE MAKING OF ANY SALES HEREUNDER SHALL IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS PAGE ---- Available Information 2 Incorporation of Certain Documents by Reference 2 The Company 3 Use of Proceeds 3 Recent Developments 3 Selling Shareholder 4 Description of Shares 4 Plan of Distribution 6 Legal Opinions 6 Experts 6
162,500 WEINGARTEN REALTY INVESTORS COMMON SHARES OF BENEFICIAL INTEREST ---------------------------------------- PROSPECTUS ---------------------------------------- , 1995 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. SEC Registration fee................................ $ 1,948 NASD fee............................................ 0 Accounting fees and expenses........................ 2,000 Legal fees and expenses............................. 10,000 Printing and engraving.............................. 0 Blue Sky fees and expenses (including legal fees)... 0 Miscellaneous....................................... 1,052 ------- Total....................................... $15,000 =======
ITEM 15. INDEMNIFICATION OF TRUST MANAGERS AND OFFICERS. Subsection (B) of Section 9.1 of the Texas Real Estate Investment Act (the "Act") empowers 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 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 Act further provides that a person may not be indemnified in respect of a proceeding in which the person is found liable on the basis that personal benefit was improperly received by him or in which the person is found liable to the real estate investment trust. Indemnification pursuant to Subsection (B) of Section 9.1 of the 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. Section 15 of the 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 the written opinion of an attorney for the real estate investment trust. 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 under a real estate investment trust, save only for his own willful misfeasance or malfeasance or negligence. Article Sixteen of the Declaration of Trust provides that the Company shall indemnify officers and Trust Managers, as set forth below: (a) The Company shall indemnify, to the extent provided in the Company's Bylaws, every person who is or was a Trust Manager or officer of the Company or its corporate predecessor and any person who is or was serving at the request of the Company or its corporate predecessor as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, 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. II-1 (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, the Company shall indemnify, to the fullest extent that indemnification is permitted by Texas law, every person who is or was a Trust Manager or officer of the Company or its corporate predecessor and any person who is or was serving at the request of the Company or its corporate predecessor as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, 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. The Company's Bylaws provide that the Company may indemnify any Trust Manager or officer of the Company 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 a Trust Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company in the same or another capacity in another corporation or business association, 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 the best interests of the Company, and that, in all other cases, his conduct was at least not opposed to the best interests of the Company, 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 the Company, 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 for willful or intentional misconduct in the performance of his duty to the Company. ITEM 16. LIST OF EXHIBITS. Except as indicated below, all Exhibits have been previously filed. 5.1* -- Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being registered. 10.1 -- 1988 Share Option Plan of the Company, as amended (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference). 10.3 -- 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. dated December 28, 1984, payable to the Company in the original principal amount of $3,150,000 (filed as Exhibit 10.8 to the Company's Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference). 10.4 -- Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Texas Commerce Bank National Association, as Trustee, relating to the 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. in the original principal amount of $3,150,000 (filed as Exhibit 10.9 to the Company's Registration Statement on Form S-4 (No. 33- 19730) and incorporated herein by reference). 10.4.1 -- First Supplemental Indenture of Trust between WRI Holdings, Inc. and Texas Commerce Trust Company of New York, as Trustee, amending that certain Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Texas Commerce Bank National Association, as Trustee, relating to the 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. in the original principal amount of $3,150,000 (filed as Exhibit 10.5.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). 10.4.2 -- Supplemental Indenture of Trust, dated February 22, 1995, between WRI Holdings, Inc. and Texas Commerce Bank National Association relating to the II-2 16% Mortgage Bonds due December 28, 1994 of WRI Holdings, Inc. in the original principal amount of $3,150,000 (filed as Exhibit 10.4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.5 -- 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc., dated December 28, 1984, payable to the Company in the original principal amount of $16,682,000 (filed as Exhibit 10.10 to the Company's Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference). 10.6 -- Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Texas Commerce Bank National Association, as Trustee, relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $16,682,000 (filed as Exhibit 10.11 to the Company's Registration Statement on Form S-4 (No. 33- 19730) and incorporated herein by reference). 10.6.1 -- First Supplemental Indenture of Trust between WRI Holdings, Inc. and Texas Commerce Trust Company of New York, as Trustee, amending Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Texas Commerce Bank National Association, as Trustee, relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $16,682,000 (filed as Exhibit 10.7.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). 10.7 -- Second Amended Promissory Note, as restated, effective as of January 1, 1992, executed by WRI Holdings, Inc., pursuant to which it may borrow up to the principal sum of $20,000,000 from the Company. 10.8 -- 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc., dated December 28, 1984, payable to the Company in the original principal amount of $7,000,000 (filed as Exhibit 10.13 to the Company's Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference). 10.9 -- Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Texas Commerce Bank National Association, as Trustee, relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $7,000,000 (filed as Exhibit 10.14 to the Company's Registration Statement on Form S-4 (No. 33- 19730) and incorporated herein by reference). 10.9.1 -- First Supplemental Indenture of Trust between WRI Holdings, Inc. and Texas Commerce Trust Company of New York, as Trustee, amending Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Texas Commerce Bank National Association, as Trustee, relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $7,000,000 (filed as Exhibit 10.10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). 10.10 -- Agreement Correcting Trust Indenture, dated February 11, 1985, relating to 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $7,000,000 (filed as Exhibit 10.15 to the Company's Registration Statement on Form S-4 (No. 33- 19730) and incorporated herein by reference). 10.11 -- Amended and Restated Loan Agreement of $80,000,000 dated February 5, 1986, between the Company and Texas Commerce Bank National Association (filed as Exhibit 10.16 to the Company's Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference). 10.12 -- First, Second and Waiver and Third Amendment to the Amended and Restated Loan Agreement of $80,000,000 dated February 5, 1986, between the Company and Texas Commerce Bank National Association (filed as Exhibit 10.13 to the Company's Annual Report on Form 10- K for the year ended December 31, 1989 and incorporated herein by reference). 10.14 -- Second Amendment to Note Purchase Agreement, dated July 27, 1994, amending Loan Agreement, dated August 6, 1987, and as amended on March 31, 1991, between the Company and Life and Accident Insurance Company for $4,000,000, American General Life Insurance Company of Delaware for $4,000,000, Republic National Life Insurance Company for $3,000,000 and American Amicable Life Insurance Company of Texas for $2,000,000 (filed as Exhibit 10.15.1 to the II-3 Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.15 -- The Savings and Investment Plan for Employees of the Company, as amended (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference). 10.16 -- Fifth Amendment to Savings and Investment Plan for Employees of Weingarten Realty (filed as Exhibit 4.1.1 to the Company's Post- Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference). 10.17 -- Loan Agreement of $20,000,000 (as amended, supplemented and restated) dated October 1, 1990, between the Company and Barclays Bank PLC (filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference). 10.17.1 -- Agreement and Amendment to Loan Agreement dated as of March 31, 1993 between the Company and Barclays Bank PLC, amending certain provisions of the Loan Agreement of $20,000,000 dated October 1, 1990. 10.18 -- Promissory Note and Line of Credit Loan Agreement in the amount of $5,000,000, effective as of May 13, 1991, between the Company, as payee, and Leisure Dynamics, Inc. as maker (filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.19 -- Promissory Note in the amount of $12,000,000 between the Company, as payee, and Plaza Construction, Inc., as maker (filed as Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.19.1 -- Sixth Renewal and Extension of Promissory Note in the amount of $12,000,000, effective as of December 1, 1994, between the Company, as payee, and Plaza Construction, Inc., as maker (filed as Exhibit 10.20.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.20 -- Amended and Restated Master Swap Agreement dated as of January 29, 1992, between the Company and Texas Commerce Bank National Association (filed as Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.20.1 -- Rate Swap Transaction, dated as of May 15, 1992, between the Company and Texas Commerce Bank National Association (filed as Exhibit 10.24.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.20.2 -- Rate Swap Transaction, dated as of June 24, 1992, between the Company and Texas Commerce Bank National Association (filed as Exhibit 10.24.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.20.3 -- Rate Swap Transaction, dated as of July 2, 1992, between the Company and Texas Commerce Bank National Association (filed as Exhibit 10.24.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.21 -- Credit Agreement dated as of November 22, 1994 between the Company and Texas Commerce Bank National Association as Agent and individually as a Bank, First Interstate Bank of Texas N.A. and the Banks defined therein, together with Amendment No. 1 to such Credit Agreement dated as of January 31, 1995 (filed as Exhibit 10 to the Company's Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference). 10.22 -- Revolving Credit Note, dated November 22, 1994, between the Company and Texas Commerce Bank National Association in the amount of $110,000,000 (filed as Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.23 -- Revolving Credit Note, dated November 22, 1994, between the Company and First Interstate Bank of Texas N.A. in the amount of $40,000,000 (filed as Exhibit 10.24 II-4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.24 -- Note Purchase Agreement, dated April 1, 1994, between The Variable Annuity Life Insurance Company, American General Life Insurance Company and the Company in the amount of $30,000,000 (filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.25 -- The 1993 Incentive Share Plan of the Company (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 (No. 33-52437) and incorporated herein by reference). 10.26 -- Form of Purchase and Sale Agreement, dated March 28, 1995, among Weingarten Realty Investors and Rothschild Property Investors L.P. 10.27* -- First Amendment to Purchase and Sale Agreement dated as of May 17, 1995, among Weingarten Realty Investors and Rothschild Property Investors L.P. 11.1 -- Computation of Net Income Per Common and Common Equivalent Shares (filed as Exhibit 11.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 13.1 -- The Weingarten Realty Investors 1994 Annual Report to Shareholders. 23.1* -- The consent of Andrews & Kurth L.L.P. to the use of their opinion in this Registration Statement is contained in the opinion filed as Exhibit 5.1. 23.2* -- The consent of Deloitte & Touche LLP is included in Part II of this Registration Statement. 24.1 -- Power of attorney, pursuant to which amendments to this Registration Statement may be filed, is included in Part II of this Registration Statement. * Filed with this report ITEM 17. UNDERTAKINGS. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement: II-5 Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-6 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-2 AND HAS DULY CAUSED THIS AMENDMENT NO. 1 TO ITS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THE 19TH DAY OF MAY, 1995. WEINGARTEN REALTY INVESTORS By: /s/ Stanford Alexander ________________________________ Stanford Alexander, Chairman PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. Signature Title Date --------- ----- ---- /s/ Stanford Alexander - -------------------------- Chairman and Trust Manager May 19, 1995 Stanford Alexander (Chief Executive Officer) * - -------------------------- Executive Vice President/ May 19, 1995 Andrew M. Alexander Asset Management and Trust Manager * - -------------------------- President, Chief Operating May 19, 1995 Martin Debrovner Officer and Trust Manager * - -------------------------- Trust Manager May 19, 1995 Melvin A. Dow * - -------------------------- Trust Manager May 19, 1995 Stephen A. Lasher II-7
* ---------------------------- Executive Vice President and May 19, 1995 Joseph W. Robertson, Jr. Trust Manager (Chief Financial Officer) * ---------------------------- Trust Manager May 19, 1995 Douglas W. Schnitzer * ---------------------------- Trust Manager May 19, 1995 Marc J. Shapiro * ---------------------------- Trust Manager May 19, 1995 J. T. Trotter * ---------------------------- Vice President and Treasurer May 19, 1995 Stephen C. Richter (Principal Accounting Officer) *By: /s/ Stanford Alexander ---------------------------- Stanford Alexander Attorney-in-fact
II-8 INDEPENDENT AUDITOR'S CONSENT WEINGARTEN REALTY INVESTORS: We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 33-58859 of Weingarten Realty Investors on Form S-2 of our reports dated February 22, 1995, appearing in the Annual Report on Form 10-K and the Annual Report to Shareholders of Weingarten Realty Investors for the year ended December 31, 1994 and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. DELOITTE & TOUCHE LLP Houston, Texas May 18, 1995 II-9 EX-5.1 2 A & K OPINION EXHIBIT 5.1 May 17, 1995 Trust Managers Weingarten Realty Investors 2600 Citadel Plaza Drive Suite 300 Houston, Texas 77008 Gentlemen: We have acted as counsel for Weingarten Realty Investors (the "Company") in connection with the Company's Registration Statement on Form S-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act") relating to an aggregate of 162,500 Common Shares of Beneficial Interest, par value $0.03 per share ("Shares"), of the Company, to be offered by certain selling shareholders of the Company (the "Selling Shareholders"). The 162,500 Shares are to be issued to the Selling Shareholders pursuant to a Purchase and Sale Agreement (the "Agreement") dated as of March 28, 1995 between the Company and such Selling Shareholders. As the basis for the opinions hereinafter expressed, we have examined such statutes, regulations, corporate records and documents, certificates of public officials and other instruments as we have deemed necessary or advisable for purposes of this opinion. In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies. Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that: (1) The 162,500 Shares of the Company are duly and validly authorized. (2) Upon the issuance by the Company of the Shares pursuant to the Agreement, such Shares will be validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Opinions" therein. Very truly yours, ANDREWS & KURTH L.L.P. EX-10.27 3 AMD1 TO PURCH/SALE AGMT EXHIBIT 10.27 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT ---------------------------------------------- This First Amendment to Purchase and Sale Agreement (this "Amendment") is entered into as of May 17, 1995, by and between WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust ("Buyer"), and ROTHSCHILD PROPERTY INVESTORS L.P., a Delaware limited partnership ("Seller"). WHEREAS, Buyer and Seller have entered into that certain Purchase and Sale Agreement, dated as of March 28, 1995 (the "Agreement"); and WHEREAS, the parties hereto desire to amend the Agreement as hereinafter set forth. NOW, THEREFORE, for and in consideration of the premises, the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Paragraph 2(a) of the Agreement shall be amended to read in its entirety as follows: (a) Purchase Price: The term "WRI Shares" means common shares of beneficial interest par value $0.03 per share, of Buyer (frequently referred to as "common stock"). The Purchase Price for the Property shall be 162,500 WRI Shares, which shall be fully paid and nonassessable and shall be registered for resale by Seller under the Securities Act of 1933 as provided herein and shall be listed on the New York Stock Exchange. The WRI Shares which constitute the Purchase Price are herein referred to as the "Subject WRI Shares". If the Closing occurs, then Seller covenants and agrees that it shall not sell or transfer any beneficial interest in, or otherwise dispose of any Subject WRI Shares, other than pursuant to (i) Rule 144 of the General Rules and Regulations (the "Regulations") under the Securities Act of 1933 (the "1933 Act"); (ii) an exemption from registration under the 1933 Act determined to be available in the opinion of counsel acceptable to Buyer, or (iii) the Shelf Registration (as defined below). In addition to any legends that may be necessary to reflect restrictions on transfer that may exist (A) pursuant to Rule 144 under the 1933 Act by virtue of Seller owning a sufficient number of WRI Shares to be classified as an "affiliate" of Buyer or (B) pursuant to the applicable provisions of Buyer's Declaration of Trust (which, in order to enable Buyer to maintain its status as a real estate investment trust under the provisions of the Internal Revenue Code, limit persons to ownership of no more than 9.8% of the outstanding WRI Shares), the following legend shall be placed on all certificates representing ownership of Subject WRI Shares, until such shares have been transferred in accordance with the provisions hereof: "The shares represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold or transferred unless the sale of such shares is registered under said Act or the shares are sold pursuant to Rule 144 or, in the opinion of counsel acceptable to Weingarten Realty Investors, an exemption from registration is available." A stop transfer order shall be entered with the transfer agent of Buyer against the transfer of Subject WRI Shares, except in compliance with this Paragraph 2(a). It is a condition precedent to the obligation of Seller to close the transaction contemplated by this Agreement that on or prior to the Closing Date, a registration statement covering all of the Subject WRI Shares (the "Shelf Registration") shall be declared effective under the 1933 Act. In connection therewith, Buyer agrees to provide to Seller an officer's certificate at Closing affirming that the Shelf Registration has been declared and remains effective under the 1933 Act. The Shelf Registration shall effect registration of the Subject WRI Shares for resale by Seller in the manner or manners designated by it (including, without limitation, by a pledgee or through one or more underwritten offerings). Buyer shall use its reasonable best efforts to keep the Shelf Registration continuously effective under the 1933 Act until the second anniversary of the Closing Date (the "Effectiveness Period"), or for such shorter period as ends when (A) all Subject WRI Shares covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Shelf Registration, or (B) Seller delivers to Buyer a Put Notice (as hereinafter defined); provided, however, that with respect to such Shelf Registration Buyer may (no more than twice during any twelve (12) month period and for a period not to exceed thirty (30) days on any one occasion, and not in any event to exceed forty-five (45) days in the aggregate) suspend use of such Shelf Registration at any time if the continued effectiveness thereof would require Buyer to disclose a material financing, acquisition or other transaction, which disclosure the Board of Trust Managers of Buyer shall have determined in good faith is not in the best interests of Buyer and its shareholders. Buyer shall promptly provide Seller with notice of any such suspension, and Seller shall keep any information relating to such suspension confidential. Such notice shall indicate the duration of any suspension. Buyer shall supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration or if required by the 1933 Act or the Regulations, or if reasonably requested by Seller or by any underwriter of the Subject WRI Shares. In connection with the registration of any Subject WRI Shares pursuant to this Paragraph 2(a), Buyer shall use reasonable best efforts to prevent the issuance of any order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of a prospectus or suspending the qualification (or exemption from qualification) of any of the Subject WRI Shares for sales in any jurisdiction, and, if any such order is issued, Buyer will use reasonable best efforts to obtain the withdrawal of any such order. Buyer shall also use reasonable best efforts: (x) to register or qualify, and to cooperate with Seller, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Subject WRI Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as Seller, or the managing underwriters, if any, reasonably request in writing; (y) to keep each such registration or qualification (or exemption therefrom) effective during the period the Shelf Registration is required to be kept effective and (z) to do such other things as are reasonably necessary to enable the disposition in such jurisdictions of the Subject WRI Shares covered by the applicable registration statement; provided, however, that Buyer shall not be required to (M) qualify generally to do business in any jurisdiction where it is not then so qualified, (N) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject, or (O) subject itself to taxation in any such jurisdiction. Buyer shall cooperate with Seller and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Subject WRI Shares to be sold, which certificates shall not bear any restrictive legends (other than the restrictions, if any, that may exist because of ownership by Seller of other WRI Shares, e.g., restrictions on transfer that may exist (A) pursuant to Rule 144 under the 1933 Act by virtue of Seller's owning a sufficient number of WRI Shares to be classified as an "affiliate" of Buyer, or (B) pursuant to the applicable provisions of Buyer's Declaration of Trust which, in order to enable WRI to maintain its status as a real estate investment trust under the provisions of the Internal Revenue Code, limit persons to ownership of no more than 9.8% of the outstanding WRI Shares) and shall be in a form eligible for deposit with The Depositary Trust Company; and enable such Subject WRI Shares to be in such -2- denominations and registered in such names as the managing underwriters, if any, or Seller may reasonably request. Except as set forth in the following paragraph, Buyer shall pay all reasonable fees and expenses incident to the performance of or compliance with this Paragraph 2(a), including, but not limited to: (A) all registration and filing fees (including, without limitation, (I) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (II) fees and expenses of compliance with the state securities or Blue Sky laws, including, without limitation, reasonable fees and disbursements of counsel for Buyer but not counsel for the underwriters or Seller in connection with Blue Sky qualifications of the Subject WRI Shares), (B) printing expenses (including expenses of printing certificates for Subject WRI Shares in a form eligible for deposit with The Depositary Trust Company and printing prospectuses), (C) all other fees and disbursements of counsel for Buyer, (D) fees and disbursements of all independent certified public accountants for Buyer, (E) internal expenses of Buyer (including all salaries and expenses of officers and employees of Buyer performing legal or accounting duties), and (F) the fees and expenses incurred by Buyer in connection with the listing of the securities to be registered on any securities exchange. Seller shall pay all underwriting discounts, commissions and charges or broker's commissions and charges incurred in connection with the sale or other disposition of Subject WRI Shares for or on behalf of Seller's account and all fees and expenses of legal counsel for Seller. Buyer shall, at the request of Seller, upon receipt from such Seller of evidence reasonably satisfactory to Buyer (A) that Seller has held such Subject WRI Shares for a period of not less than two (2) consecutive years, and (B) that Seller has not been an affiliate (as defined in Rule 144) of Buyer for more than the ninety (90) preceding days, remove from the stock certificates representing the Subject WRI Shares that portion of any restrictive legend which relates to the registration provisions of the 1933 Act. 2. A new section 8(a)(xx) shall be added to the Agreement to read in its entirety as follows: The Subject WRI Shares are being acquired by Seller for investment and not with a view to the distribution or resale thereof except in compliance with the 1933 Act. Seller represents and warrants that it is able to fend for itself in the transactions contemplated hereby, is knowledgeable and experienced in business and financial matters and capable of evaluating the merits and risks of the investment in the Subject WRI Shares and is able to bear the economic risk of loss of its investment in the Subject WRI Shares. 3. This Amendment may be executed in counterparts and, as executed, shall constitute one agreement binding on all of the parties hereto notwithstanding that all said parties are not signatory to the original or same counterpart. 4. A facsimile, telecopy or other reproduction of this Amendment may be executed by the parties and shall be considered valid, binding and effective for all purposes. At the request of any party hereto, the parties agree to execute an original of this Amendment as well as any facsimile, telecopy or other reproduction. 5. Unless otherwise herein defined, capitalized terms used in this Amendment shall have the same meanings as ascribed to such terms in the Agreement. 6. Except as herein amended, the Agreement shall remain valid and subsisting in accordance with its terms. In the event of any conflict or inconsistency between this Amendment and the Agreement, the provisions of this Amendment shall govern and control. -3- IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. WEINGARTEN REALTY INVESTORS By: _______________________________ Name: M. Candace DuFour Title: Vice President/Acquisitions "BUYER" ROTHSCHILD PROPERTY INVESTORS L.P. By: PROPERTY ASSOCIATES II, L.P., a Delaware limited partnership, its General Partner By: ROTHSCHILD NORTH AMERICA INC., a Delaware corporation, its General Partner By: __________________________________ James E. Quigley III, who is Attorney- in-Fact for John D. McGurk, who is Attorney-in-Fact for Rothschild North America Inc., General Partner of Property Associates II, L.P., General Partner of Rothschild Property Investors L.P. "SELLER" -4- -----END PRIVACY-ENHANCED MESSAGE-----