-----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, DV9LzLMZM/Yq7yhfWf0b01zGAOc/jz87HbTuMP4CLx143D0Q6h0vAc1fgQG4K1Qn 663s+TKutsAT7CWyeIiDxA== 0001193125-07-165244.txt : 20070730 0001193125-07-165244.hdr.sgml : 20070730 20070730143515 ACCESSION NUMBER: 0001193125-07-165244 CONFORMED SUBMISSION TYPE: 424B7 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070730 DATE AS OF CHANGE: 20070730 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: 424B7 SEC ACT: 1933 Act SEC FILE NUMBER: 333-138336 FILM NUMBER: 071009162 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: PO BOX 924133 CITY: HOUSTON STATE: TX ZIP: 77292-4133 424B7 1 d424b7.htm PROSPECTUS SUPPLEMENT NO. 5 Prospectus Supplement No. 5

Filed Pursuant to Rule 424(b)(7)
Registration No. 333-138336

PROSPECTUS SUPPLEMENT NO. 5

(To Prospectus Dated November 20, 2006)

$575,000,000

(aggregate principal amount)

Weingarten Realty Investors

3.95% Convertible Senior Notes due 2026 and

the Common Shares Issuable Upon Conversion of the Notes

This prospectus supplement no. 5 supplements our prospectus dated November 20, 2006, as supplemented by prospectus supplement number 1 dated February 5, 2007, prospectus supplement number 2 dated March 2, 2007, prospectus supplement number 3 dated March 30, 2007, and prospectus supplement number 4 dated May 11, 2007 relating to the resale from time to time by selling securityholders of up to $575,000,000 aggregate principal amount of our 3.95% Convertible Senior Notes due 2026 and the common stock issuable upon conversion of the notes. The prospectus dated November 20, 2006, as supplemented by the prospectus supplements dated February 5, 2007, March 2, 2007, March 30, 2007, and May 11, 2007 is referred to herein as the “prospectus.” This prospectus supplement should be read in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information provided by this prospectus supplement supersedes the information contained in the prospectus.

Investing in the notes and our common shares issuable upon conversion of the notes involves risks. See “Risk Factors” beginning on page 6 of the prospectus, as well as the risk factors relating to our business that are incorporated by reference in this prospectus from our Annual Report on Form 10-K for the year ended December 31, 2006.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities discussed in the prospectus or this prospectus supplement, nor have they determined whether the prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is July 30, 2007


The information in the table appearing under the caption “Selling Securityholders” commencing on page 63 of the prospectus is supplemented and amended by adding the information below with respect to selling securityholders not previously listed in the prospectus, and by superseding the information with respect to selling securityholders listed below as of or prior to the date of this prospectus supplement.

 

Name

   Principal
Amount of
Notes
Beneficially
Owned That
May Be Sold
  

Percentage

of Notes
Outstanding

    Number of
Common Shares
That May Be
Sold (1)
   Percentage of
Common Shares
Outstanding (2)

Empyrean Capital Fund, LP

   $ 3,588,000    *     73,112.68    *

Empyrean Capital Overseas Fund, Ltd.

     7,412,000    1.3 %   151,034.32    *

Merced Partners Limited Partnership

     2,100,000    *     42,791.70    *

Tamarack International Ltd.

     900,000    *     18,339.30    *

* Less than 1%.

 

(1) Assumes conversion of all of the holder’s notes at an initial conversion rate of 20.3770 of our common shares for each $1,000 principal amount of notes. However, this conversion rate is subject to adjustment as described under “Description of Notes — Conversion Rate Adjustments.” As a result, the amount of common shares issuable upon conversion of the notes may increase or decrease in the future.

 

(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 86,450,425 common shares outstanding as of July 24, 2007. In calculating this amount, we treated as outstanding the number of common shares issuable upon conversion of all of that particular holder’s notes. However, we did not assume the conversion of any other holder’s notes.
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