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): November 29, 2001 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 77008 (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. On November 15, 2001, Weingarten Realty Investors filed a Registration Statement on Form S-4 (Registration No. 333-73438). Weingarten is filing herewith Exhibits 4.2, 4.3 and 4.4 thereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits The following exhibits are filed with this report: 4.2 Form of 7% Note due July 15, 2011 4.3 Registration Rights Agreement, dated as of July 12, 2001, among Weingarten Realty Investors, Banc One Capital Markets, Inc., Commerzbank Securities, Daiwa Securities SMBC Europe Limited, First Union Securities, Inc., PNC Capital Markets, Inc., SouthTrust Securities, Inc. and Wells Fargo Brokerage Services, LLC. 4.4 Purchase Agreement, dated as of July 12, 2001, among Weingarten Realty Investors, Banc One Capital Markets, Inc., Commerzbank Securities, Daiwa Securities SMBC Europe Limited, First Union Securities, Inc., PNC Capital Markets, Inc., SouthTrust Securities, Inc. and Wells Fargo Brokerage Services, LLC. Page 2 SIGNATURE 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: November 29, 2001 WEINGARTEN REALTY INVESTORS By: /s/ Joe D. Shafer ------------------------------------ Joe D. Shafer Vice President/Controller Page 3 INDEX TO EXHIBITS 4.2 Form of 7% Note due July 15, 2011 4.3 Registration Rights Agreement, dated as of July 12, 2001, among Weingarten Realty Investors, Banc One Capital Markets, Inc., Commerzbank Securities, Daiwa Securities SMBC Europe Limited, First Union Securities, Inc., PNC Capital Markets, Inc., SouthTrust Securities, Inc. and Wells Fargo Brokerage Services, LLC. 4.4 Purchase Agreement, dated as of July 12, 2001, among Weingarten Realty Investors, Banc One Capital Markets, Inc., Commerzbank Securities, Daiwa Securities SMBC Europe Limited, First Union Securities, Inc., PNC Capital Markets, Inc., SouthTrust Securities, Inc. and Wells Fargo Brokerage Services, LLC. Page 4