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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM 10-K/A
Amendment No.1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
COMMISSION FILE NUMBER 1-9876
WEINGARTEN REALTY INVESTORS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-1464203
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2600 CITADEL PLAZA DRIVE
P. O. BOX 924133
HOUSTON, TEXAS 77292-4133
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 866-6000
(REGISTRANT'S TELEPHONE NUMBER)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT.
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
Common Shares of Beneficial Interest, $0.03 New York Stock Exchange
par value
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ___
The aggregate market value of the common shares held by non-affiliates
(based upon the closing sale price on the New York Stock Exchange) on February
24, 1995 was approximately $949,240,764. As of February 24, 1995, there were
26,367,799 shares of beneficial interest, $.03 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement in connection with its Annual
Meeting of Shareholders to be held April 27, 1995 are incorporated by reference
in Part III.
Exhibit Index beginning on Page 33.
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PART IV**
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements and Financial Statement Schedules:
PAGE
----
(1)(A) Independent Auditors' Report.............................. 17
(B) Financial Statements
(i) Statements of Consolidated Income for the years
ended December 31, 1994, 1993 and 1992............... 18
(ii) Consolidated Balance Sheets as of December 31, 1994
and 1993............................................. 19
(iii) Statements of Consolidated Cash Flows for the years
ended December 31, 1994, 1993 and 1992.............. 20
(iv) Notes to Consolidated Financial Statements.......... 21
(2) Financial Statement Schedules:
SCHEDULE PAGE
-------- ----
II Valuation and Qualifying Accounts....... 38
III Real Estate and Accumulated Depreciation 39
IV Mortgage Loans on Real Estate........... 41
33
All other schedules are omitted since the required information is not present
or is not present in amounts sufficient to require submission of the schedule or
because the information required is included in the consolidated financial
statements and notes hereto.
(b) No reports on Form 8-K were filed during the last quarter of the period
covered by this annual report.
(c) Exhibits:
3.1 -- Restated Declaration of Trust, with all amendments thereto (filed
as Exhibit 3.1 to the Company's Registration Statement of Form S-3
(No. 33-49206) and incorporated herein by reference).
3.2 -- Bylaws of the Company (filed as Exhibit 3.2 to the Company's
Registration Statement of Form S-3 (No. 33-49206) and incorporated
herein by reference).
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).
10.2+ -- Weingarten Realty Investors Supplemental Retirement Account Plan,
as Amended and Restated (filed as Exhibit 10.26 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992,
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).
10.3.1*-- First Bonds Renewal and Extension Agreement, effective December
28, 1994, for the 16% Mortgage Bonds of WRI Holdings, Inc.,
payable to the Company in the original principal amount of
$3,150,000.
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*-- Supplemental Indenture of Trust, dated February 22, 1995, between
WRI Holdings, Inc. and Texas Commerce Bank National Association
relating to the 16% Mortgage Bonds due December 28, 1994 of WRI
Holdings, Inc. in the original principal amount of $3,150,000.
10.5 -- 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 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).
10.6 -- 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).
10.7 -- 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).
10.7.1 -- 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).
10.8 -- 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.
10.9 -- 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
34
Company's Registration Statement on Form S-4 (No. 33-19730) and
incorporated herein by reference).
10.10 -- 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).
10.10.1 -- 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).
10.11 -- 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).
10.12 -- Amended and Restated Loan Agreement of $80,000,000 executed
January 22, 1993, between the Company and Texas Commerce Bank
National Association (filed as Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992
and incorporated herein by reference.)
10.12.1 -- First Amendment to Amended and Restated Loan Agreement,
effective as of January 22, 1993, between the Company and Texas
Commerce Bank National Association, amending facility fee.
10.13 -- 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 -- Not used.
10.15* -- Second Amendment to Note Purchase Agreement, dated July 27, 1994,
amending loan agreement, dated August 6, 1987, 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 Company's
Annual Report on Form 10-K for the year ended December 31, 1992
and incorporated herein by reference).
10.16+ -- 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).
10.17+ -- The 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).
10.18 -- 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).
10.18.1 -- 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.
10.19 -- 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).
35
10.20 -- 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).
10.20.1*-- 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.
10.21 -- 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 10-0K for the year ended December 31, 1992 and
incorporated herein by reference).
10.21.1 -- 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).
10.21.2 -- 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).
10.21.3 -- 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).
10.22 -- 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 dated
(No.33-57659) and incorporated herein by reference).
10.23* -- Revolving Credit Note, dated November 22, 1994, between the
Company and Texas Commerce Bank National Association in the amount
of $110,000,000.
10.24* -- 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.
10.25* -- 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.
10.26+ -- 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).
11.1 -- Computation of Net Income Per Common and Common Equivalent Share.
12.1 -- Computation of Fixed Charges Ratios.
21.1 -- Subsidiaries of the Registrant.
23.1 -- Consent of Deloitte & Touche LLP.
---------------
* Filed with this report.
+ Management contract or compensatory plan or arrangement.
** This Amendment No. 1 to Form 10-K amends only Item 14(c)--Exhibits.
36
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Weingarten Realty Investors
By: Stephen C. Richter
---------------------------
Stephen C. Richter,
Vice President and Treasurer
Date: March 23, 1995
37
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ------------
3.1 -- Restated Declaration of Trust, with all amendments thereto (filed
as Exhibit 3.1 to the Company's Registration Statement of Form S-3
(No. 33-49206) and incorporated herein by reference).
3.2 -- Bylaws of the Company (filed as Exhibit 3.2 to the Company's
Registration Statement of Form S-3 (No. 33-49206) and incorporated
herein by reference).
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).
10.2+ -- Weingarten Realty Investors Supplemental Retirement Account Plan,
as Amended and Restated (filed as Exhibit 10.26 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992,
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).
10.3.1*-- First Bonds Renewal and Extension Agreement, effective December
28, 1994, for the 16% Mortgage Bonds of WRI Holdings, Inc. payable
to the Company in the original principal amount of $3,150,000.
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*-- Supplemental Indenture of Trust, dated February 22, 1995, between
WRI Holdings, Inc. and Texas Commerce Bank National Association
relating to the 16% Mortgage Bonds due December 28, 1994 of WRI
Holdings, Inc. in the original principal amount of $3,150,000.
10.5 -- 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 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).
10.6 -- 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).
10.7 -- 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).
10.7.1 -- 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).
10.8 -- 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.
10.9 -- 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
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ------------
Company's Registration Statement on Form S-4 (No. 33-19730) and
incorporated herein by reference).
10.10 -- 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).
10.10.1 -- 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).
10.11 -- 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).
10.12 -- Amended and Restated Loan Agreement of $80,000,000 executed
January 22, 1993, between the Company and Texas Commerce Bank
National Association (filed as Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992
and incorporated herein by reference.)
10.12.1 -- First Amendment to Amended and Restated Loan Agreement,
effective as of January 22, 1993, between the Company and Texas
Commerce Bank National Association, amending facility fee.
10.13 -- 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 -- Not used.
10.15* -- Second Amendment to Note Purchase Agreement, dated July 27, 1994,
amending loan agreement, dated August 6, 1987, 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 Company's
Annual Report on Form 10-K for the year ended December 31, 1992
and incorporated herein by reference).
10.16+ -- 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).
10.17+ -- The 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).
10.18 -- 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).
10.18.1 -- 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.
10.19 -- 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).
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ------------
10.20 -- 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).
10.20.1*-- 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.
10.21 -- 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 10-0K for the year ended December 31, 1992 and
incorporated herein by reference).
10.21.1 -- 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).
10.21.2 -- 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).
10.21.3 -- 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).
10.22 -- 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 on Form S-3 (No. 33-57659) and
incorporated herein by reference).
10.23* -- Revolving Credit Note, dated November 22, 1994, between the
Company and Texas Commerce Bank National Association in the amount
of $110,000,000.
10.24* -- 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.
10.25* -- 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.
10.26+ -- 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).
11.1 -- Computation of Net Income Per Common and Common Equivalent Share.
12.1 -- Computation of Fixed Charges Ratios.
21.1 -- Subsidiaries of the Registrant.
23.1 -- Consent of Deloitte & Touche LLP.
---------------
* Filed with this report.
+ Management contract or compensatory plan or arrangement.
** This Amendment No. 1 to Form 10-K amends only Item 14(c)--Exhibits.