-----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, OQyXNheHY3hUqZPIXSXU5agu+Qof2hhLjqtRb36WQlBYrRBY4rEKFKhaycxFrvn6 Y864HfJseAtW7JTXru2z7w== 0000828916-97-000014.txt : 19971015 0000828916-97-000014.hdr.sgml : 19971015 ACCESSION NUMBER: 0000828916-97-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971014 EFFECTIVENESS DATE: 19971014 SROS: NYSE 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: S-8 SEC ACT: SEC FILE NUMBER: 333-37831 FILM NUMBER: 97695281 BUSINESS ADDRESS: STREET 1: 2600 CITADEL PLAZA DR CITY: HOUSTON STATE: TX ZIP: 77008 BUSINESS PHONE: 7138666000 MAIL ADDRESS: STREET 1: P O BOX 924133 STREET 2: P O BOX 924133 CITY: HOUSTON STATE: TX ZIP: 77292-4133 S-8 1 As filed with the Securities and Exchange Commission on October 14, 1997. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 Incorporation (I.R.S. Employer or Organization) Identification Number) 2600 CITADEL PLAZA DRIVE 77292-4133 P.O. BOX 924133 (Zip Code) HOUSTON, TEXAS (Address of Principal Executive Officers) WEINGARTEN REALTY INVESTORS 1988 SHARE OPTION PLAN (Full Title of the Plan) STANFORD ALEXANDER CHAIRMAN WEINGARTEN REALTY INVESTORS 2600 CITADEL PLAZA DRIVE P.O. BOX 924133 HOUSTON, TEXAS 77292-4133 (Name and Address of Agent for Service) (713) 866-6000 (Telephone Number, Including Area Code, of Agent for Service) Copies to: BRYAN L. GOOLSBY GINA E. BETTS LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P. 2200 ROSS AVENUE, SUITE 900 DALLAS, TEXAS 75201 --------------------
CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Amount of Tile of Securities to be Amount to be Offering Price Per Aggregate Registration registered (1) Registered Share Offering Price (2) Fee (3) Common Shares of 200,000 $40.25 $8,050,000 $2,440 Beneficial Interest, par value $0.03 per share ========================= (1) Consists of Common Shares of Beneficial Interest of the Registrant which are issuable pursuant to the Registrant's 1993 Share Incentive Plan. (2) Estimated solely for the purpose of determining the registration fee. (3) Calculated pursuant to Rule 457(c)
EXPLANATORY NOTE This Registration Statement on Form S-8 is filed in order to register an additional 200,000 Common Shares of Beneficial Interest, par value $.03 per share, of Weingarten Realty Investors for issuance pursuant to the 1988 Share Option Plan (the "Plan"). The contents of that earlier Registration Statement (Registration No. 33-24364), which registered 150,000 shares for issuance under the Plan and was filed on September 9, 1988, are hereby incorporated by reference. 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 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 this 13th day of October, 1997. WEINGARTEN REALTY INVESTORS /s/ Stanford Alexander ------------------------- Stanford Alexander Chairman and Chief Executive Officer Each person whose signature appears below constitutes and appoints Stanford Alexander and Martin Debrovner, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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.
Signatures Title Date - ---------------------------- -------------------------------- ---------------- /s/ Stanford Alexander Chairman and Trust Manager October 13, 1997 - ---------------------------- Stanford Alexander (Chief Executive Officer) /s/ Andrew MAlexander President and Trust Manager October 13, 1997 - ---------------------------- Andrew M. Alexander /s/ Robert J. Cruikshank Trust Manager October 13, 1997 - ---------------------------- Robert J. Cruikshank /s/ Martin Debrovner Vice Chairman and Trust Manager October 13, 1997 - ---------------------------- Martin Debrovner /s/ Melvin A. Dow Trust Manager October 13, 1997 - ---------------------------- Melvin A. Dow /s/ Stephen A. Lasher Trust Manager October 13, 1997 - ---------------------------- Stephen A. Lasher /s/ Joseph W. Robertson, Jr. Executive Vice President and October 13, 1997 - ---------------------------- Joseph W. Robertson, Jr. Trust Manager (Chief Financial Officer) /s/ Douglas W. Schnitzer Trust Manager October 13, 1997 - ---------------------------- Douglas W. Schnitzer /s/ Marc J. Shapiro Trust Manager October 13, 1997 - ---------------------------- Marc J. Shapiro /s/ J.T. Trotter Trust Manager October 13, 1997 - ---------------------------- J.T. Trotter
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- * 5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. * 23.1 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included in Exhibit 5.1 hereto). * 23.2 Consent of Deloitte & Touche LLP. * 24.1 Power of Attorney (See page II-3 of this Registration Statement). * Filed herewith. EX-23.2 2 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Weingarten Realty Investors on Form S-8 of our report dated February 25, 1997, appearing in the Annual Report on Form 10-K of Weingarten Realty Investors for the year ended December 31, 1996. /s/ Deloitte & ToucheLLP - ---------------------------- Deloitte & Touche LLP Houston, Texas October 13, 1997 -----END PRIVACY-ENHANCED MESSAGE-----