UNITED STATES 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): July 26, 2004 WEINGARTEN REALTY INVESTORS (Exact name of Registrant as specified in its Charter) Texas 1-9876 74-1464203 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) (Commission file number) 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 7. EXHIBITS. 99.1 Press Release dated July 26, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On July 26, 2004, we issued a press release describing our results of operations for the second quarter ended June 30, 2004. A copy of the press release is attached as Exhibit 99.1 to this report. In the earnings release, we used the non-GAAP financial measure of Funds from Operations ("FFO"). A reconciliation of FFO to the comparable GAAP financial measure (Net income) is contained in the attached earnings release. Disclosure regarding the definition of FFO used by us and why our management believes the presentation of FFO provides useful information to investors is included in our annual report on Form 10-K for the fiscal year ended December 31, 2003. The information contained in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Weingarten Realty Investors under the Securities Act of 1933, as amended. 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: July 28, 2004 WEINGARTEN REALTY INVESTORS By: /s/ Joe D. Shafer ------------------------- Joe D. Shafer Vice President/Controller 3 INDEX TO EXHIBITS 99.1 Press Release dated July 26, 2004. 4