UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 27, 2006
Weingarten
Realty Investors
(Exact
Name of Registrant as Specified in Its Charter)
Texas
(State
or
Other Jurisdiction of
Incorporation)
1-9876 74-1464203
(Commission
File Number) (IRS
Employer Identification No.)
2600
Citadel
Plaza Drive, Suite 300, Houston, Texas 77008
(Address
of
Principal Executive Offices) (Zip
Code)
(713)
866-6000
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement
Convertible
Senior Notes
On
July 28, 2006, Weingarten Realty Investors, a Texas real estate investment
trust (the “Company”), entered into a Purchase Agreement (the “Purchase
Agreement”) with Citigroup Global Markets Inc., J.P.
Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (collectively,
the “Initial Purchasers”) relating to the offering by the Company of
$500 million aggregate principal amount of 3.95% Convertible Senior Notes
due 2026 (the “Notes”). The Purchase Agreement also granted the Initial Purchase
an option to purchase up to $75 million aggregate principal amount of the Notes
to cover overallotments. The Initial Purchasers exercised such option in
full.
The
closing (“Closing”) of the sale of the Notes occurred on August 2, 2006. The net
proceeds from the offering, after deducting the Initial Purchasers’ discount and
the estimated offering expenses, is estimated to be approximately $ 563.3
million. The Company used approximately $167.6 million of net proceeds to
repurchase approximately 4.27 million common shares (“Common Shares”) of
the Company at a price of $39.26 per share in
a
separate, but concurrent, privately negotiated transaction. The
Company intends to use approximately $275 million of remaining net proceeds
to repay outstanding borrowings under its revolving credit agreement.
The
Notes
were issued under the Indenture, dated as of May 1, 1995, between the Company,
as Issuer, and JPMorgan Chase Bank, National Association, as trustee
(“Trustee”), as supplemented by the First Supplemental Indenture, dated as of
August 2, 2006, between the Company and the Trustee. The terms of the Notes
were
established pursuant to the First Supplemental Indenture, a copy of which is
filed herewith as Exhibit 4.1. A copy of the form of the Notes is filed
herewith as Exhibit 4.2. Additional information pertaining to the Notes is
contained in Item 2.03 of this report and is incorporated herein by
reference.
The
Notes
and the Common Shares issuable in certain circumstances upon conversion of
the
Notes have not been registered under the Securities Act of 1933, as amended
(the
“Securities Act”). The Company offered and sold the Notes to the Initial
Purchasers in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act. The Initial Purchasers then sold the
Notes to qualified institutional buyers pursuant to the exemption from
registration provided by Rule 144A under the Securities Act. The Company
relied on these exemptions from registration based in part on representations
made by the Initial Purchasers in the Purchase Agreement.
Registration
Rights Agreement
In
connection with the Closing, the Company entered into a Registration Rights
Agreement (the “Registration Rights Agreement”) with the Initial Purchasers.
Under the Registration Rights Agreement, the Company has agreed, for the benefit
of the holders of the Notes, to file, or have on file, a shelf registration
statement providing for the sale by the holders of all of the Notes, and the
Common Shares, if any, issuable upon conversion of the Notes (the “Registrable
Securities”), within 90 days after the original issuance of the Notes and
to use reasonable best efforts to cause such shelf registration statement to
be
declared effective within 180 days after the original issuance of the Notes
or otherwise make available for use by selling security holders an effective
shelf registration statement no later than such date. The Company also has
agreed to use its reasonable best efforts to keep the registration statement
effective until such time as all of the Notes and the Common Shares issuable
on
the conversion thereof cease to be outstanding or have either (A) been sold
or otherwise transferred pursuant to an effective registration statement or
(B) are eligible to be sold pursuant to Rule 144(k) or any successor
provision, subject to certain exceptions set forth in the Registration Rights
Agreement. The Company will be required to pay liquidated damages in the form
of
specified additional interest to the holders of the Notes if it fails to comply
with its obligations to register the Notes and the Common Shares issuable upon
conversion of the
Notes
within specified time periods, or if the registration statement ceases to be
effective or the use of the prospectus is suspended for specified time periods,
subject to certain exceptions set forth in the Registration Rights Agreement.
The Company will not be required to pay liquidated damages with respect to
any
Note after it has been converted into Common Shares. A copy of the Registration
Rights Agreement is filed herewith as Exhibit 4.3. The description of the
Registration Rights Agreement in this report is a summary and is qualified
in
its entirety by the terms of the Registration Rights Agreement.
Item 2.03.
Creation of a Direct Financial Obligation.
On
August
2, 2006, the Company issued $575 million aggregate principal amount of the
Notes. The Notes are senior unsecured obligations of the Company.
Certain
material terms of the Notes are as follows:
Maturity.
August
1, 2026.
Interest.
Interest on the Notes at the rate of 3.95% per year is payable semi-annually
in
arrears on February 1 and August 1 of each year, beginning on February 1, 2007.
Conversion
Rights. Holders
may convert their Notes at the applicable conversion rate (which initially
shall
be 20.3770 Common Shares per $1,000 principal amount of Notes) at any time
prior
to the close of business on the second business day immediately prior to
maturity at any time on or after August 1, 2025 and also under the following
circumstances:
(a) Conversion
Upon Satisfaction of Market Price Condition.
A
holder may convert any of its Notes during any calendar quarter beginning after
December 31, 2006 (and only during such calendar quarter) if, and only if,
the
closing sale price of Common Shares for at least 20 trading days (whether or
not
consecutive) in the period of 30 consecutive trading days ending on the last
trading day of the preceding calendar quarter is greater than 130% of the
conversion price per Common Share in effect on the applicable trading day.
(b) Conversion
Upon Satisfaction of Trading Price Condition.
A
holder may convert any of its Notes during the five consecutive trading day
period following any five consecutive trading days in which the trading price
per $1,000 principal amount of Notes (as determined following a reasonable
request by a holder of the Notes) was less than 98% of the product of the
closing sale price of Common Shares multiplied by the applicable conversion
rate.
(c) Conversion
Upon Notice of Redemption.
A
holder may convert any of the Notes called for redemption at any time prior
to
the close of business on the third business day prior to the redemption date,
even if the Notes are not otherwise convertible at such time.
(d) Conversion
if Common Shares are not listed. A
holder
may convert any of its Notes if the Common Shares are not listed on a U.S.
national or regional securities exchange or quoted on NASDAQ for 30 consecutive
trading days.
(e) Conversion
Upon Specified Transactions.
A
holder may convert any of its Notes if the Company engages in certain specified
corporate transactions, including a change in control (as defined in the Notes).
Holders converting Notes in connection with certain change in control
transactions occurring on or prior to August 4, 2011, may be entitled to receive
additional Common Shares as a “make whole premium.”
Redemption.
Prior
to
August 4, 2011, the Notes will not be redeemable at the Company’s option, except
to preserve the Company’s status as a real estate investment trust for U.S.
federal income tax purposes. On or after August 4, 2011, the Company may redeem
all or a portion of the Notes for cash at a redemption price equal to the
principal amount plus accrued and unpaid interest (including additional
interest, if any) to the redemption date.
Purchase
at Option of Holders.
Holders
of the Notes may require the Company to repurchase all or a portion of the
Notes
for cash at a purchase price equal to the principal amount plus accrued and
unpaid interest (including additional interest, if any) on the Notes on
August 1, 2011, August 1, 2016 and August 1, 2021, or after the
occurrence of change in control occurring on or prior to August 4, 2011.
Default.
Subject
to the terms of the Indenture and the Notes, upon certain events of default,
including, but not limited to, bankruptcy, insolvency or reorganization or
court
appointment of a receiver, liquidator or trustee, the principal and accrued
and
unpaid interest on the outstanding notes will automatically become due and
payable.
The
description of the Notes in this report is a summary and is qualified in its
entirety by reference to Exhibits 4.1 and 4.2.
Item 3.02
Unregistered Sales of Equity Securities
Convertible
Senior Notes
On
July 28, 2006, the Company entered into the Purchase Agreement to offer and
sell $500 million aggregate principal amount of the Notes to the Initial
Purchasers. The Purchase Agreement also granted the Initial Purchasers an option
to purchase up to $75 million aggregate principal amount of the Notes to cover
overallotments. On August 2, 2006, the Company closed the sale of
$575 million aggregate principal amount of the Notes. Pursuant to the terms
of the Purchase Agreement, the purchase price paid by the Initial Purchasers
for
the Notes was 98% of par and the reoffer price was 98.125%.
Additional
information pertaining to the Notes and Common Shares is contained in
Item 2.03 of this report and is incorporated herein by reference.
The
Company offered and sold the Notes to the Initial Purchasers in reliance on
the
exemption from registration provided by Section 4(2) of the Securities Act.
The Initial Purchasers then sold the Notes to qualified institutional buyers
pursuant to the exemption from registration provided by Rule 144A under the
Securities Act. The Company relied on these exemptions from registration based
in part on representations made by the Initial Purchasers in the Purchase
Agreement.
The
Notes
and the underlying Common Shares issuable upon conversion of the Notes have
not
been registered under the Securities Act and may not be offered or sold in
the
United States absent registration or an applicable exemption from registration
requirements. This Current Report on Form 8-K does not constitute an offer
to
sell, or a solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such
offering would be unlawful.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
of Exhibit
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4.1
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First
Supplemental Indenture, dated as of August 2, 2006, among the Company
and
the Trustee
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4.2
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Form
of 3.95% Convertible Senior Note due 2026 (attached as Exhibit A to
the First Supplemental Indenture filed as Exhibit 4.1 hereto and
incorporated by reference thereto)
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4.3
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Registration
Rights Agreement, dated as of June 27, 2006, among the
Company and Citigroup Global Markets Inc., as representative of
the Initial Purchasers
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99.1
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Press
release, dated July 27, 2006
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99.2
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Press
release, dated July 28, 2006
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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:
August 2, 2006
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WEINGARTEN
REALTY INVESTORS
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By:
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/s/
Joe D. Shafer |
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Joe
D. Shafer
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Vice
President/Chief Accounting
Officer
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Exhibit Index
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Exhibit
No.
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Description
of Exhibit
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