SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
Savings and Investment Plan
for Employees of Weingarten Realty
(Full title of the plan)
____________________
WEINGARTEN REALTY INVESTORS
(Name and issuer of the securities held pursuant to the plan)
2600 Citadel Plaza Drive
Houston, Texas 77008
(Address of principal executive offices)
Financial Statements and Exhibits
------------------------------------
(a) Financial statements.
(1) Independent Auditors' Report for the Year Ended
December 31, 2002
(2) Independent Auditors' Report for the Year Ended
December 31, 2001
(3) Statements of Net Assets Available for Benefits As
of December 31, 2002 and 2001
(4) Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2002 and 2001
(5) Notes to Financial Statements
(6) Supplemental Schedule of Assets Held for Investment
Purposes at Year End
The financial statements and schedules referred to above have been
prepared in accordance with the regulations of the Employee
Retirement Income Security Act of 1974 as allowed under the
Form 11-K financial statement requirements.
(b) Exhibits.
23.1 - Independent Auditors' Consent for the Year
Ended December 31, 2002
23.2 - Independent Auditors' Consent for the Year
Ended December 31, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, the plan
administrator has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
By: Weingarten Realty Investors
Date: June 30, 2003 By: /s/ Andrew M. Alexander
------------------------------
Andrew M. Alexander, President/
Chief Executive Officer
INDEPENDENT AUDITORS' REPORT
Plan Committee
Savings and Investment Plan for
Employees of Weingarten Realty
We have audited the accompanying statement of net assets available for benefits
of the Savings and Investment Plan for Employees of Weingarten Realty as of
December 31, 2002 and the related statement of changes in net assets available
for benefits for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2002, and the changes in net assets available for benefits for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at December 31, 2002, is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
BDO Seidman, LLP
Houston, Texas
June 23, 2003
Page 3
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of the
Savings and Investment plan for Employees of Weingarten Realty
Houston, Texas
We have audited the accompanying statement of net assets available for benefits
of the Savings and Investment Plan for Employees of Weingarten Realty (the
"Plan") as of December 31, 2001 and the related statement of changes in net
assets available for benefits for the year then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2001, and the changes in net assets available for benefits for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.
DELOITTE & TOUCHE LLP
Houston, Texas
June 19, 2002
Page 4
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
ASSETS
------
2002 2001
----------- -----------
Investments, at fair value:
Pooled separate accounts . . . . . . . . . $ 7,140,150 $ 8,376,891
Guaranteed interest. . . . . . . . . . . . 3,604,060 2,418,334
Common stock fund. . . . . . . . . . . . . 1,795,875 1,391,680
Participant loans. . . . . . . . . . . . . 303,157 338,974
----------- -----------
Total investments. . . . . . . . . . . . . . 12,843,242 12,525,879
----------- -----------
Receivables:
Employer contributions . . . . . . . . . . 52,716 44,790
Participants' contributions. . . . . . . . 95,172 92,727
----------- -----------
Total receivables. . . . . . . . . . . . . . 147,888 137,517
----------- -----------
Total assets . . . . . . . . . . . . . . . . 12,991,130 12,663,396
LIABILITIES
-----------
Due to Plan Trustee. . . . . . . . . . . . . - 12,182
----------- -----------
Net Assets Available for Benefits. . . . . . $12,991,130 $12,651,214
=========== ===========
See accompanying notes to financial statements.
Page 5
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
2002 2001
------------ ------------
Additions:
Investment income:
Interest income:
Participant loans. . . . . . . . . . . . . . . . $ 24,778 $ 32,407
Guaranteed interest. . . . . . . . . . . . . . . 145,669 112,590
Net appreciation (depreciation) in fair value
of investments:
Pooled separate accounts . . . . . . . . . . . . (1,438,699) (1,266,470)
Common stock fund. . . . . . . . . . . . . . . . 283,860 187,259
------------ ------------
Total investment loss . . . . . . . . . . . . . . . . . . . . (984,392) (934,214)
------------ ------------
Contributions:
Participants' contributions. . . . . . . . . . . . . . . 1,297,590 1,092,483
Employer contributions . . . . . . . . . . . . . . . . . 485,225 411,133
Rollover contributions . . . . . . . . . . . . . . . . . 210,888 92,755
------------ ------------
Total contributions . . . . . . . . . . . . . . . . . . . . . 1,993,703 1,596,371
------------ ------------
Total additions . . . . . . . . . . . . . . . . . . . . . . . 1,009,311 662,157
------------ ------------
Deductions:
Benefits paid to participants. . . . . . . . . . . . . . 643,079 322,332
Administrative expenses (Note 6) . . . . . . . . . . . . 26,316 22,973
------------ ------------
Total deductions. . . . . . . . . . . . . . . . . . . . . . . 669,395 345,305
------------ ------------
Net increase. . . . . . . . . . . . . . . . . . . . . . . . . 339,916 316,852
Net Assets Available for Benefits, beginning of year. . . . . 12,651,214 12,334,362
------------ ------------
Net Assets Available for Benefits, end of year. . . . . . . . $12,991,130 $12,651,214
============ ============
See accompanying notes to financial statements.
Page 6
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PLAN DESCRIPTION
The following description of the Savings and Investment Plan for Employees
of Weingarten Realty ("the Plan") provides only general information. The Plan
provides retirement and related benefits for employees of Weingarten Realty
Investors ("WRI") and its wholly owned subsidiary, Weingarten Realty Management
Company ("WRMC"), (collectively, the "Company"). Participants should refer to
the Plan agreement or Summary Plan Description (SPD) for a more complete
description of the Plan's provisions.
General
The Plan is a contributory, defined contribution 401(k) plan available to
qualifying employees of the Company. John Stacy (V.P. Human Resources at WRI)
is the plan administrator. To be eligible to participate in the Plan, an
employee must have attained the age of 21 and have completed at least one hour
of service. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions
Participants may contribute up to the maximum amount allowed by the
Internal Revenue Service ("IRS") of their annual compensation, subject to
certain limitations, with the contributions and earnings thereon being
nontaxable until withdrawn from the Plan. The Company will match up to 50% of
the first 6% of the participant's compensation for each plan year. The match is
invested in various investment options as directed by the participant.
The Company may also make discretionary contributions. Discretionary
contributions are allocated to the individual participant based on the ratio of
the participant's compensation to the compensation of all participants during
the year. No discretionary contributions are invested in Weingarten Realty
Common Shares. No discretionary contributions were made during the year ended
2002 and 2001.
Rollovers
Rollovers represent funds transferred to the Plan from other plans of the
participants.
Participants' Accounts
Each participant's account is credited with the participant's and the
Company's contributions and an allocation of net plan earnings. Participants
may direct the investment of their account balances into various investment
options offered by the Plan. Currently, the Plan offers 15 funds as investment
options for participants.
Vesting
Participants are immediately vested in their pre-tax deferred contributions
and any income or loss thereon. Participants become 100% vested in Company
contributions after five years of service.
Page 7
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
NOTES TO FINANCIAL STATEMENTS
Payment of Benefits
Upon termination of service, due to death, disability, retirement or
separation, a participant may elect to receive either a lump-sum distribution or
installment payments under various options.
Forfeitures
All employer contributions credited to a participant's account, but not
vested are forfeited by the participant upon withdrawal of the full vested value
of his or her account. Forfeitures of employer contributions credited to a
participant's account are applied to reduce subsequent employer contributions.
There were no assets representing forfeited non-vested accounts, which were
available to reduce future employer contributions at December 31, 2002.
Participant Loans
Participants may borrow up to a maximum equal to the lesser of $50,000 or
50% of their vested account balance. The minimum loan amount is $1,000. The
loans are secured by the balance in the participant's account and bear interest
at 5.25% - 10.5%. The loans are repaid ratably through bi-weekly payroll
deductions over a period of five years or less.
Administrative Expenses
Certain administrative expenses of the Plan are paid directly by the
Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared under the accrual
method of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
Reclassification
Certain 2001 amounts have been reclassified to conform to 2002
presentation.
Investment Valuation and Income Recognition
Investments are stated at fair value based upon quoted market prices,
except for participant loans, which are stated at cost, which approximates their
fair value. Purchases and sales of investments are recorded on a trade date
basis.
Page 8
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
NOTES TO FINANCIAL STATEMENTS
Payment of Benefits
Benefits are recorded when paid.
Pooled Separate Accounts
Accounts are established by the Massachusetts Mutual Life Insurance Company
("Mass Mutual") for the purpose of investing assets of multiple plans. Funds
are in separate accounts and are not commingled with other assets of Mass Mutual
for investment purposes.
NOTE 3 - INVESTMENTS
The following presents investments that represent 5% or more of the Plan's
net assets:
2002 2001
---------- ----------
Mass Mutual, Fixed Income Fund. . . . . . . . . . . . . . . $3,604,060 $2,418,334
Mass Mutual, Weingarten Realty Investors Stock Fund . . . . 1,795,875 1,391,680
Mass Mutual, Separate Investment Account,
Capital Appreciation. . . . . . . . . . . . . . . . . . 1,372,173 2,133,644
Mass Mutual, Separate Investment Account,
MM Core Bond. . . . . . . . . . . . . . . . . . . . . . 1,767,305 1,468,753
Mass Mutual, Separate Investment Account,
MM Core Value Equity. . . . . . . . . . . . . . . . . . 1,519,249 1,857,203
Mass Mutual, Separate Investment Account,
MM Mid Capital Growth . . . . . . . . . . . . . . . . . - 946,069
Mass Mutual Separate Investment Account,
MM Mid Capital Growth II. . . . . . . . . . . . . . . . 655,284 -
NOTE 4 -PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan, subject to the provisions of ERISA. In the event of plan
termination, participants' accounts will become fully vested and
non-forfeitable.
NOTE 5 - INCOME TAX STATUS
The Plan is an adoption of a standardized prototype arrangement designed by
the Massachusetts Mutual Life Insurance Company. Mass Mutual received a
determination letter from the Internal Revenue Service that qualified the
prototype arrangement as tax-exempt under the appropriate sections of the
Internal Revenue Code (IRC). Although the Plan has been amended since adoption,
the plan administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
Page 9
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - RELATED PARTY TRANSACTIONS
The Plan assets are managed by Massachusetts Mutual Life Insurance Company.
Mass Mutual is the custodian as defined by the Plan and, therefore, these
transactions qualify as party-in-interest transactions. Fees paid by the Plan
for the daily operational services of the Plan amounted to $24,313 and $22,973
for the years ended December 31, 2002 and 2001, respectively.
NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to Form 5500:
2002 2001
------------ ------------
Net assets available for benefits per the financial statements . . . . $12,991,130 $12,651,214
Contributions receivable from employer . . . . . . . . . . . . . . . . (52,716) (44,790)
Contributions receivable from participants . . . . . . . . . . . . . . (95,172) (92,727)
Due to plan trustee. . . . . . . . . . . . . . . . . . . . . . . . . . - 12,182
------------ ------------
Net assets available for benefits per the Form 5500. . . . . . . . . . $12,843,242 $12,525,879
============ ============
The following is a reconciliation of total additions per the financial
statements to Form 5500.
2002 2001
------------ ------------
Total additions per the financial statements . . . . . . . . . . . . . . $ 1,009,311 $ 662,157
Add: Contributions receivable from employer at
beginning of year . . . . . . . . . . . . . . . . . . . . . 44,790 40,456
Add: Contributions receivable from participants at
beginning of year . . . . . . . . . . . . . . . . . . . . . 92,727 91,658
Add: Loan interest receivable from participants at
beginning of year . . . . . . . . . . . . . . . . . . . . . - 1,675
Add: Due to plan trustee payable at end of year. . . . . . . . . . . - 12,182
Less: Contributions receivable from employer at end of year . . . . . (52,716) (44,790)
Less: Contributions receivable from participants at end of year . . . (95,172) (92,727)
Less: Due to plan trustee payable at beginning of year. . . . . . . . (12,182) -
------------ ------------
Total additions per the Form 5500. . . . . . . . . . . . . . . . . . . . $ 986,758 $ 670,611
============ ============
Page 10
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR
DECEMBER 31, 2002
EIN: 74-1464203
Plan: 002
(b) (c) (e)
Identity of Issue, Borrower, Lessor Description of Investment, Including Maturity Date, Rate (d) Current
(a) or Similar Party of Interest, Collateral, Par or Maturity Value Cost Value
-----------------------------------------------------------------------------------------------------------------------------------
* MassMutual Life Insurance Company Separate Investment Account, Capital Appreciation (13,023.112 units) $ (i) $ 1,372,173
* MassMutual Life Insurance Company Separate Investment Account, MM Fundamental Value (1,067.025 units) (i) 83,862
* MassMutual Life Insurance Company Separate Investment Account, MM Core Bond (13,811.081 units (i) 1,767,305
* MassMutual Life Insurance Company Separate Investment Account, Small Company Value (493.182 units) (i) 42,944
* MassMutual Life Insurance Company Separate Investment Account, Global (3,194.071 units) (i) 387,605
* MassMutual Life Insurance Company Separate Investment Account, MM Indexed Equity (5,201.203 units) (i) 407,449
* MassMutual Life Insurance Company Separate Investment Account, MM Mid Cap Growth (5,640.946 units) (i) 655,284
* MassMutual Life Insurance Company Separate Investment Account, MM Growth Equity (3,641.049 units) (i) 240,750
* MassMutual Life Insurance Company Separate Investment Account, MM Overseas (899.399 units) (i) 66,466
* MassMutual Life Insurance Company Separate Investment Account, MM Small Cap Growth (2,200.707 units) (i) 202,191
* MassMutual Life Insurance Company Separate Investment Account, Core Value Equity (21,033.999 units) (i) 1,519,249
* MassMutual Life Insurance Company Separate Investment Account, Focused Value (2,258.815 units) (i) 283,166
* MassMutual Life Insurance Company Separate Investment Account, Large Cap Value (1,033.370 units) (i) 111,706
* MassMutual Life Insurance Company Weingarten Realty Investors Stock Fund (100,399.495 units) (i) 1,795,875
* MassMutual Life Insurance Company Guaranteed Interest (i) 3,604,060
* Participant Loans Due semi-monthly, bearing interest 5.25% to 10.5% $ - $ 303,157
-----------------------------------------------------------------------------------------------------------------------------------
* A party in interest as defined by ERISA.
(i) Historical cost of participant directed investments are not a required disclosure.
Page 11