SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
WEINGARTEN REALTY INVESTORS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-1464203
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2600 CITADEL PLAZA DRIVE, P.O. BOX 924133, HOUSTON, TEXAS 77292-4133
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each calls is to be registered
----------------------------------------- --------------------------------
DEPOSITARY SHARES, EACH REPRESENTING NEW YORK STOCK EXCHANGE
1/30 OF A SHARE OF 6.75% SERIES D
CUMULATIVE REDEEMABLE PREFERRED SHARES,
PAR VALUE $0.03 PER SHARE
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [x]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this Form relates:
333-57508
Securities to be registered pursuant to Section 12(g) of the Act: None.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Depositary Shares, each representing 1/30 fractional
interest in a share of our 6.75 % Series D Cumulative Redeemable Preferred
Shares, par value $0.03 per share, is included on the cover page and under the
Section entitled "Description of Series D Preferred Shares and Depositary
Shares" beginning on page S-2 of the prospectus supplement dated April 2, 2003
to prospectus dated October 30, 2001 (relating to the Registrant's Registration
Statement on Form S-3 (No. 333-57508)) that was filed by the Registrant with the
Securities and Exchange Commission (the "SEC") on April 4, 2003 pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Prospectus
Supplement"), which Prospectus Supplement shall be deemed incorporated herein by
this reference.
ITEM 2. EXHIBITS.
The following exhibits are being filed with the copies of this Form 8-A
Registration Statement filed with the New York Stock Exchange, Inc. and the SEC.
Exhibit 3.1 Statement of Designation of 6.75% Series D Cumulative
Redeemable Preferred Shares.
Exhibit 4.1 Form of Deposit Agreement.
Exhibit 4.2 Form of Certificate for 6.75% Series D Cumulative
Redeemable Preferred Shares.
Exhibit 4.3 Form of Receipt for Depositary Shares, each representing
1/30 of a share of 6.75% Series D Cumulative Redeemable
Preferred Shares, par value $0.03 per share.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
WEINGARTEN REALTY INVESTORS
/s/ Stephen C. Richter
-----------------------------------------
Stephen C. Richter, Senior Vice President
and Chief Financial Officer
April 17, 2003
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