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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 1994.
REGISTRATION NO. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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 JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2600 CITADEL PLAZA DRIVE
HOUSTON, TEXAS 77008
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
WEINGARTEN REALTY INVESTORS
1993 INCENTIVE SHARE PLAN
(FULL TITLE OF THE PLAN)
STANFORD ALEXANDER
CHAIRMAN
2600 CITADEL PLAZA DRIVE
HOUSTON, TEXAS 77008
(713) 868-6361
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE
AND FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
Shares of Beneficial Interest, $.03 par value 500,000 $38.50 $19,250,000 $6,637.93
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(1) The number of Company's Shares of Beneficial Interest registered herein
is subject to adjustment to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) based on the average of the high and low prices
of the Company's Shares of Beneficial Interest on the New York Stock
Exchange Composite Tape on February 22, 1994.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. 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,
1992 (the "1992 Annual Report").
(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1993, June 30, 1993, and September 30, 1993.
(c) The description of the Shares contained in the Company's
Registration Statement on Form 8-B.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since each class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by Item 5 is not applicable to the
Registration Statement.
ITEM 6. 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.
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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.
(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 director, 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8: EXHIBITS
Exhibit Number Description
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4.1 Weingarten Realty Investors 1993 Incentive Share Plan.
5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being
registered.
24.1 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.
24.2 The consent of Deloitte & Touche is included on Page II-7 hereof.
25.1 Power of attorney, pursuant to which amendments to this Registration Statement
may be filed, is included in Part II hereof.
ITEM 9. UNDERTAKINGS.
(a) 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;
Provided, however, that the paragraphs (a)(1)(i) and (a)(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.
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(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant 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.
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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-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THE 28TH DAY OF
FEBRUARY, 1994.
WEINGARTEN REALTY INVESTORS
By: /s/ Stanford Alexander
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Stanford Alexander
Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Stanford Alexander and Joseph W.
Robertson, Jr., and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file this Registration Statement under the Securities Act of 1933,
as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents
required to be filed with respect thereto, with the Securities and Exchange
Commission or any regulatory authority, granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same, as fully to all intents and purposes
as he himself might or could do if personally present, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
- --------- ----- ----
/s/ Stanford Alexander Chairman and Trust Manager February 28, 1994
- ----------------------------------- (Chief Executive Officer)
Stanford Alexander
/s/ Andrew M. Alexander Executive Vice President/ February 28, 1994
- --------------------------------- Asset Management and
Andrew M. Alexander Trust Manager
/s/ Martin Debrovner President, Chief Operating February 28, 1994
- ------------------------------------ Officer and Trust Manager
Martin Debrovner
/s/ Melvin A. Dow Trust Manager February 28, 1994
- -------------------------------------
Melvin A. Dow
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/s/ Stephen A. Lasher Trust Manager February 28, 1994
- ------------------------------------
Stephen A. Lasher
/s/ Joseph W. Robertson, Jr. Executive Vice President February 28, 1994
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Joseph W. Robertson, Jr. and Trust Manager
(Chief Financial Officer)
/s/ Douglas W. Schnitzer Trust Manager February 28, 1994
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Douglas W. Schnitzer
/s/ Marc J. Shapiro Trust Manager February 28, 1994
- -------------------------------------
Marc J. Shapiro
/s/ J. T. Trotter Trust Manager February 28, 1994
- --------------------------------------
J. T. Trotter
/s/ Steven C. Richter Vice President and Treasurer February 28, 1994
- ------------------------------------ (Principal Accounting Officer)
Steven C. Richter
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Weingarten Realty Investors on Form S-8 of our report dated
February 19, 1993, appearing in the Annual Report on Form 10-K of Weingarten
Realty Investors for the year ended December 31, 1992.
DELOITTE & TOUCHE
Houston, Texas
February 28, 1994
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