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 25, 2002
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.
Following the close of trading on the New York Stock Exchange on
February 25, 2002, we entered into a Purchase Agreement with Cohen & Steers
Quality Income Realty Fund, Inc. ("Cohen"), regarding the purchase of 198,098 of
our common shares of beneficial interest, $.03 par value per share. The shares
were offered to Cohen at a price of $50.48 per share, with estimated aggregate
net proceeds to us, of approximately $9,442,487 million, after deducting
offering expenses. This offering was made pursuant to our existing shelf
Registration Statement (Registration Statement File No. 333-57508), the related
prospectus dated October 30, 2001 and our prospectus supplement dated February
25, 2002.
The purchase of the shares is scheduled to close on February 28, 2002.
Net proceeds received from this offering will primarily be used to repay
outstanding indebtedness under our credit facility. A copy of the Purchase
Agreement is attached as an exhibit to this Form 8-K.
We are filing herewith an opinion of Locke Liddell & Sapp LLP
dated February 25, 2002, in connection with the above-referenced takedown of
shares from our Form S-3 (File No. 333-57508) which was declared effective by
the Securities and Exchange Commission on October 30, 2001.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
5.1 Opinion of Locke Liddell & Sapp LLP dated
February 25, 2002.
99.1 Purchase Agreement by and between Weingarten Realty
Investors and Cohen & Steers Quality Income Realty Fund,
Inc. dated February 25, 2002.
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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 27, 2002
WEINGARTEN REALTY INVESTORS
/s/ Stephen C. Richter
-----------------------------
Stephen C. Richter
Senior Vice President and
Chief Financial Officer
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WEINGARTEN REALTY INVESTORS
INDEX TO EXHIBITS
EXHIBIT
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5.1 Opinion of Locke Liddell & Sapp LLP dated February 25,
2002.
99.1. Purchase Agreement by and between Weingarten Realty
Investors and Cohen & Steers Quality Income Realty
Fund, Inc., dated February 25, 2002.
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