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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): February 23, 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, P.O. Box 924133, Houston, Texas 77292-4133
(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)
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ITEM 5. OTHER EVENTS.
On February 19, 1998, completed an offering of 3,000,000 shares of
7.44% Cumulative Redeemable Preferred Shares at $25.00 per share(the "Series A
Preferred Shares"). The Series A Preferred Shares, which may be called by the
Company on or after March 31, 2003, has no stated maturity and will not be
subject to any sinking fund or mandatory redemption and will not be convertible
into any other securities of the Company. The Company has applied for approval
from the New York Stock Exchange (NYSE) to list the Series A Preferred Shares
on the NYSE.
The net proceeds of the offering will be approximately $72.5 million
and will be sued to pay down the outstanding balance under the Company's
revolving credit facilities, for acquisitions, new development, and other
corporate purposes. Merrill Lynch & Co., Goldman, Sachs & Co., Morgan Stanley
Dean Witter and Salomon Smith Barney served as co-managers in the offering of
the Series A Preferred Shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
1 Underwriting Agreement among the Company and the
Agents dated February 19, 1998, supplemented by the
Pricing Agreement among the Company and the Agents
dated February 19, 1998 relating to the Series A
Preferred Shares.
4 Form of certificate for the 7.44% Series A Cumulative
Redeemable Preferred Shares
99 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: February 23, 1998
WEINGARTEN REALTY INVESTORS
By: /s/Stephen C. Richter
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Stephen C. Richter
Vice President/Financial
Administration and Treasurer
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WEINGARTEN REALTY INVESTORS
INDEX TO EXHIBITS
EXHIBIT
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1 Underwriting Agreement among the Company and the Agents
dated February 19, 1998 supplemented by the Pricing
Agreement among the Company and the Agents dated February
19, 1998 relating to the Series A Preferred Shares.
4 Form of Certificate for the 7.44% Series A
Cumulative Redeemable Preferred Shares
99 Statement of Designation