SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 28, 1998
WEINGARTEN REALTY INVESTORS
(Exact name of Registrant as specified in its Charter)
TEXAS 1-9876 74-1464203
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification Number)
2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77292
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 866-6000
Not applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On October 28, 1998, Weingarten Realty Investors (the "Company")
completed an offering of 3,600,000 shares of 7.125% Series B Cumulative
Redeemable Preferred Shares at $25.00 per share (the "Series B Preferred
Shares"). The Series B Preferred Shares, which may be called by the Company on
or after October 20, 2003, have no stated maturity and remain outstanding
indefinitely unless redeemed. The shares are not convertible into any other
securities of the Company. Upon the death of a shareholder, the shareholder's
estate has a limited right to have the Company redeem the Series B Preferred
Shares owned by the shareholder
The net proceeds of the offering were approximately $87,165,000
million, which will be used to pay down the outstanding balance under the
Company's revolving credit facilities, for acquisitions, new development, and
other corporate purposes. Edward D. Jones & Co., L.P. served as the underwriter
in the offering of the Series B Preferred Shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement by and between the Company and Edward
D. Jones & Co., L.P. dated October 20, 1998, supplemented by
the Pricing Agreement by and between the Company and Edward
D. Jones & Co., L.P. dated October 20, 1998 relating to the
Series B Preferred Shares.
4.1 Form of certificate for the 7.125% Series B Cumulative
Redeemable Preferred Shares.
4.2 Statement of Designation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 28, 1998
WEINGARTEN REALTY INVESTORS
/s/ Stephen C. Richter
-----------------------------------
Stephen C. Richter
Senior Vice President and Treasurer
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WEINGARTEN REALTY INVESTORS
INDEX TO EXHIBITS
EXHIBIT
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1.1 Form of Underwriting Agreement by and between the
Company and Edward D. Jones & Co., L.P. dated
October 20, 1998, supplemented by the Pricing
Agreement by and between the Company and Edward D.
Jones & Co., L.P. dated October 20, 1998 relating
to the Series B Preferred Shares.
4.1 Form of Certificate for the 7.125% Series B
Cumulative Redeemable Preferred Shares.
4.2 Statement of Designation.
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