SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-9876
WEINGARTEN REALTY INVESTORS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-1464203
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2600 Citadel Plaza Drive
P.O. Box 924133
Houston, Texas 77292-4133
(Address of principal executive offices) (Zip Code)
(713) 866-6000
(Registrant's telephone number)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Each Class Name of Each Exchange on Which Registered
----------------------------------------------------------------- ------------------------------------------
Common Shares of Beneficial Interest, $0.03 par value New York Stock Exchange
Series A Cumulative Redeemable Preferred Shares, $0.03 par value New York Stock Exchange
Series C Cumulative Redeemable Preferred Shares, $0.03 par value New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the common shares held by non-affiliates (based upon the closing sale price on the New York Stock Exchange) on February 26, 2002 was approximately $1,736,144,041. As of February 26, 2002 there were 34,385,899 common shares of beneficial interest, $.03 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held April 29, 2002 are incorporated by reference in Part III.
TABLE OF CONTENTS
ITEM NO. PAGE NO.
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PART I
1. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 16
4. Submission of Matters to a Vote of Shareholders . . . . . . . . 16
PART II
5. Market for Registrant's Common Shares of Beneficial
Interest and Related Shareholder Matters. . . . . . . . . . . 17
6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . 18
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . 19
7A. Quantitative and Qualitative Disclosures About Market Risk. . . 25
8. Financial Statements and Supplementary Data . . . . . . . . . . 26
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . . . 45
PART III
10. Trust Managers and Executive Officers of the Registrant . . . . 46
11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . 46
12. Security Ownership of Certain Beneficial Owners and
Management. . . . . . . . . . . . . . . . . . . . . . . . . . 46
13. Certain Relationships and Related Transactions. . . . . . . . . 46
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 46
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PART I
ITEM 1. BUSINESS
General. Weingarten Realty Investors, a real estate investment trust organized under the Texas Real Estate Investment Trust Act, and its predecessor entity began the ownership and development of shopping centers and other commercial real estate in 1948. WRI is self-advised and self-managed. As of December 31, 2001, we owned or operated under long-term leases interests in 287 developed income-producing real estate projects. We owned 228 shopping centers located in the Houston metropolitan area and in other parts of Texas and in California, Louisiana, Arizona, Nevada, Tennessee, Florida, Arkansas, New Mexico, Kansas, Colorado, Oklahoma, Missouri, Illinois, North Carolina, Georgia, Mississippi and Maine. We also owned 57 industrial projects located in Tennessee, Nevada, Georgia, Florida and Houston, Austin and Dallas, Texas. Additionally, we owned one multi-family residential project and one office building, which serves, in part, as WRI's headquarters. Our interests in these projects aggregated approximately 35.7 million square feet of building area and 135.7 million square feet of land area. We also owned interests in 40 parcels of unimproved land under development or held for future development that aggregated approximately 13.6 million square feet.
We currently employ 265 persons and our principal executive offices are located at 2600 Citadel Plaza Drive, Houston, Texas 77008, and our phone number is (713) 866-6000.
Investment and Operating Strategy. WRI's investment strategy is to increase cash flow and the value of its portfolio through intensive, hands-on management of its existing portfolio of assets, selective remerchandising and renovation of properties and the acquisition and development of income-producing real estate assets where the returns on such investments exceed our blended long-term cost of capital. We will also pursue the disposition of selective non-core assets as circumstances warrant, and we believe the sales proceeds can be effectively redeployed into assets with higher growth potential.
At December 31, 2001, neighborhood and community shopping centers represented 87.3% of total revenue, including our share of revenue from unconsolidated joint ventures and excluding our partners' share of revenue from consolidated joint ventures, industrial properties accounted for 10.5% and the remainder relates to one apartment complex and one office building, which serves in part as the company's corporate headquarters. We expect to continue to focus the future growth of the portfolio in neighborhood and community centers and bulk and office/service industrial properties, generally in a ratio similar to our current holdings. We expect this external growth to occur in the markets in which we currently operate as well as other markets in the southern half of the United States. While we do not anticipate investment in other classes of real estate such as multi-family or office assets, we remain open to opportunistic uses of our undeveloped land.
WRI may either purchase or lease income-producing properties in the future, and may also participate with other entities in property ownership through partnerships, joint ventures or similar types of co-ownership. Equity investments may be subject to existing mortgage financing and other indebtedness or such financing or indebtedness may be incurred in connection with acquiring such investments.
WRI may invest in mortgages; however, we currently have only invested in first mortgages to joint ventures or partnerships in which we own an equity interest. We may also invest in securities of other issuers, for the purpose, among others, of exercising control over such entities, subject to the gross income and asset tests necessary for REIT qualification.
Our operating philosophy is based on intensive hands-on management and leasing of our properties. In acquiring and developing properties, we attempt to accumulate enough properties in a geographic area to allow for the establishment of a regional office, which enables us to obtain in-depth knowledge of the market from a leasing perspective and to have easy access to the property and our tenants from a management viewpoint.
Diversification from both a geographic and tenancy perspective is a critical component of our operating strategy. While over 60% of our properties are located in the State of Texas, we continue to expand our holdings outside the state. With respect to tenant diversification, our two largest merchants, Kroger and Safeway, accounted for 3.8% and 3.0% of our total revenue including our share of revenue from unconsolidated joint ventures and excluding our partners' share of revenue from consolidated joint ventures, as of December 31, 2001, respectively. No other tenant accounted for more than 1.3% of our total revenues.
We finance the growth and working capital needs of the company in a conservative manner. With a credit rating of A/a3 from Standard & Poors and Moody's Investor Services, respectively, we have the highest unsecured credit rating of any public REIT. We intend to maintain this conservative approach to managing our balance sheet, which, in turn, gives us many options to raising debt or equity capital when needed. At December 31, 2001, our fixed charge coverage ratio was 2.6 to 1 and our debt to total market capitalization was 36%.
WRI's policies with respect to the investment and operating philosophies discussed above are reviewed by our Board of Trust Managers periodically and may be modified without a vote of our shareholders.
Location of Properties. Historically, WRI has emphasized investments in properties located primarily in the Houston area. Since 1987, we began actively acquiring properties outside Houston. Of our 327 properties that were owned or operated under long-term leases as of December 31, 2001, 105 of our 287 developed properties and 12 of our 40 parcels of unimproved land were located in the Houston metropolitan area. In addition to these properties, we owned 86 developed properties and nine parcels of unimproved land located in other parts of Texas. Because of our investments in the Houston area, as well as in other parts of Texas, the Houston and Texas economies affect, to a significant degree, the business and operations of WRI.
Although the economies of Houston and Texas slowed in 2001, they continued to outperform the national average. The economy of the entire southwest United States, where we have our primary operations, also remained strong with respect to the overall national average. The Houston economy is highly diversified, with over 50% of base jobs in sectors that are affected marginally, if at all, by changing energy prices. In 2001, Houston posted a positive job growth rate, compared to a national net loss. Houston's growth is expected to continue in 2002, although at a more modest rate than previous years, despite instability in the energy market. As the national and global economies rebound, Houston's economy should regain momentum heading into 2003. Any downturn in the Houston or Texas economies could adversely affect us. However, our centers are generally anchored by supermarkets and drug stores, which deal in basic necessity-type items and tend to be less affected by economic change.
Competition. WRI is among the five largest publicly-held owners and operators of neighborhood and community shopping centers in the nation based on revenues, number of properties and total market capitalization. There are numerous other developers and real estate companies (both public and private) financial institutions and other investors engaged in the development, acquisition and operation of shopping centers and commercial property who compete with us in our trade areas. This results in competition for both acquisitions of existing income-producing properties and also for prime development sites. There is also competition for tenants to occupy the space that WRI and its competitors develop, acquire and manage.
We believe that the principal competitive factors in attracting tenants in our market areas are location, price, anchor tenants and maintenance of properties. We also believe that our competitive advantages include the favorable locations of our properties, our ability to provide a retailer with multiple locations with anchor tenants and the practice of continuous maintenance and renovation of our properties.
Financial Information. Additional financial information concerning WRI is included in the Consolidated Financial Statements located on pages 27 through 45 herein.
ITEM 2. PROPERTIES
At December 31, 2001, WRI's real estate properties consisted of 327 locations in eighteen states. A complete listing of these properties, including the name, location, building area and land area (in square feet), as applicable, is set forth below:
SHOPPING CENTERS
Building
Name and Location Area Land Area
-------------------------------------------------------------------- --------- ----------
HOUSTON AND HARRIS COUNTY, TOTAL. . . . . . . . . . . . . . . . . . 7,208,000 27,758,000
Alabama-Shepherd, S. Shepherd at W. Alabama . . . . . . . . . . . . 28,000 * 88,000 *
Almeda Road, Almeda at Southmore. . . . . . . . . . . . . . . . . . 17,000 37,000
Bayshore Plaza, Spencer Hwy. at Burke Rd. . . . . . . . . . . . . . 36,000 196,000
Bellaire Boulevard, Bellaire at S. Rice . . . . . . . . . . . . . . 35,000 137,000
Bellfort, Bellfort at Southbank . . . . . . . . . . . . . . . . . . 48,000 167,000
Bingle Square, U.S. Hwy. 290 at Bingle. . . . . . . . . . . . . . . 46,000 168,000
Braeswood Square, N. Braeswood at Chimney Rock. . . . . . . . . . . 103,000 422,000
Centre at Post Oak, Westheimer at Post Oak Blvd.. . . . . . . . . . 184,000 505,000
Champions Village, F.M. 1960 at Champions Forest Dr.. . . . . . . . 408,000 1,391,000
Copperfield Village, Hwy. 6 at F.M. 529 . . . . . . . . . . . . . . 163,000 712,000
Crestview, Bissonnet at Wilcrest. . . . . . . . . . . . . . . . . . 9,000 35,000
Crosby, F.M. 2100 at Kenning Road (61%) . . . . . . . . . . . . . . 36,000 * 124,000 *
Cullen Place, Cullen at Reed. . . . . . . . . . . . . . . . . . . . 7,000 30,000
Cullen Plaza, Cullen at Wilmington. . . . . . . . . . . . . . . . . 83,000 318,000
Cypress Pointe, F.M. 1960 at Cypress Station. . . . . . . . . . . . 191,000 737,000
Cypress Village, Louetta at Grant Road. . . . . . . . . . . . . . . 25,000 134,000
Eastpark, Mesa Rd. at Tidwell . . . . . . . . . . . . . . . . . . . 140,000 665,000
Edgebrook, Edgebrook at Gulf Fwy. . . . . . . . . . . . . . . . . . 78,000 360,000
Fiesta Village, Quitman at Fulton . . . . . . . . . . . . . . . . . 30,000 80,000
Fondren Southwest Village, Fondren at W. Bellfort . . . . . . . . . 337,000 1,416,000
Fondren/West Airport, Fondren at W. Airport . . . . . . . . . . . . 62,000 223,000
Glenbrook Square, Telephone Road. . . . . . . . . . . . . . . . . . 76,000 320,000
Griggs Road, Griggs at Cullen . . . . . . . . . . . . . . . . . . . 85,000 422,000
Harrisburg Plaza, Harrisburg at Wayside . . . . . . . . . . . . . . 95,000 334,000
Heights Plaza, 20th St. at Yale . . . . . . . . . . . . . . . . . . 72,000 228,000
Humblewood Shopping Plaza, Eastex Fwy. at F.M. 1960 . . . . . . . . 180,000 784,000
I-45/Telephone Rd. Center, I-45 at Maxwell Street . . . . . . . . . 178,000 819,000
Inwood Village, W. Little York at N. Houston-Rosslyn. . . . . . . . 68,000 305,000
Jacinto City, Market at Baca. . . . . . . . . . . . . . . . . . . . 24,000 * 67,000 *
Kingwood, Kingwood Dr. at Chestnut Ridge. . . . . . . . . . . . . . 155,000 648,000
Landmark, Gessner at Harwin . . . . . . . . . . . . . . . . . . . . 56,000 228,000
Lawndale, Lawndale at 75th St.. . . . . . . . . . . . . . . . . . . 53,000 177,000
Little York Plaza, Little York at E. Hardy. . . . . . . . . . . . . 118,000 483,000
Long Point, Long Point at Wirt (77%). . . . . . . . . . . . . . . . 68,000 * 261,000 *
Lyons Avenue, Lyons at Shotwell . . . . . . . . . . . . . . . . . . 68,000 179,000
Market at Westchase, Westheimer at Wilcrest . . . . . . . . . . . . 87,000 333,000
Miracle Corners, S. Shaver at Southmore . . . . . . . . . . . . . . 86,000 386,000
Northbrook, Northwest Fwy. at W. 34th . . . . . . . . . . . . . . . 175,000 656,000
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Building
Name and Location Area Land Area
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HOUSTON AND HARRIS COUNTY, (CONT'D.)
North Main Square, Pecore at N. Main. . . . . . . . . . . . . . . . 18,000 64,000
North Oaks, F.M. 1960 at Veterans Memorial. . . . . . . . . . . . . 322,000 1,246,000
North Triangle, I-45 at F.M. 1960 . . . . . . . . . . . . . . . . . 16,000 113,000
Northway, Northwest Fwy. at 34th. . . . . . . . . . . . . . . . . . 212,000 793,000
Northwest Crossing, N.W. Fwy. at Hollister (75%). . . . . . . . . . 135,000 * 671,000 *
Oak Forest, W. 43rd at Oak Forest . . . . . . . . . . . . . . . . . 164,000 541,000
Orchard Green, Gulfton at Renwick . . . . . . . . . . . . . . . . . 74,000 273,000
Randall's/Cypress Station, F.M. 1960 at I-45. . . . . . . . . . . . 141,000 618,000
Randall's/El Dorado, El Dorado at Hwy. 3. . . . . . . . . . . . . . 119,000 429,000
Randall's/Kings Crossing, Kingwood Dr. at Lake Houston Pkwy.. . . . 128,000 624,000
Randall's/Norchester, Grant at Jones. . . . . . . . . . . . . . . . 110,000 475,000
Richmond Square, Richmond Ave. at W. Loop 610 . . . . . . . . . . . 33,000 135,000
River Oaks, East, W. Gray at Woodhead . . . . . . . . . . . . . . . 71,000 206,000
River Oaks, West, W. Gray at S. Shepherd. . . . . . . . . . . . . . 235,000 609,000
Sheldon Forest, North, I-10 at Sheldon. . . . . . . . . . . . . . . 22,000 131,000
Sheldon Forest, South, I-10 at Sheldon. . . . . . . . . . . . . . . 38,000 * 164,000 *
Shops at Three Corners, S. Main at Old Spanish Trail (70%). . . . . 185,000 * 803,000 *
Southgate, W. Fuqua at Hiram Clark. . . . . . . . . . . . . . . . . 126,000 533,000
Spring Plaza, Hammerly at Campbell. . . . . . . . . . . . . . . . . 56,000 202,000
Steeplechase, Jones Rd. at F.M. 1960. . . . . . . . . . . . . . . . 193,000 849,000
Stella Link, North, Stella Link at S. Braeswood (77%) . . . . . . . 40,000 * 158,000 *
Stella Link, South, Stella Link at S. Braeswood . . . . . . . . . . 15,000 56,000
Studemont, Studewood at E. 14th St. . . . . . . . . . . . . . . . . 28,000 91,000
Ten Blalock Square, I-10 at Blalock . . . . . . . . . . . . . . . . 97,000 321,000
10/Federal, I-10 at Federal . . . . . . . . . . . . . . . . . . . . 132,000 474,000
University Plaza, Bay Area at Space Center. . . . . . . . . . . . . 96,000 424,000
The Village Arcade, University at Kirby . . . . . . . . . . . . . . 191,000 413,000
West Junction, Hwy. 6 at Keith Harrow Dr.. . . . . . . . . . . . . 67,000 264,000
Westbury Triangle, Chimney Rock at W. Bellfort. . . . . . . . . . . 67,000 257,000
Westchase, Westheimer at Wilcrest . . . . . . . . . . . . . . . . . 236,000 766,000
Westhill Village, Westheimer at Hillcroft . . . . . . . . . . . . . 131,000 480,000
TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL . . . . . . . . . . . 6,553,000 28,129,000
McDermott Commons, McDermott at Custer Rd., Allen . . . . . . . . . 56,000 328,000
Bell Plaza, 45th Ave. at Bell St., Amarillo . . . . . . . . . . . . 129,000 682,000
Coronado, S.W. 34th St. at Wimberly Dr., Amarillo . . . . . . . . . 49,000 201,000
Grand Plaza, Interstate Hwy 40 at Grand Ave., Amarillo. . . . . . . 157,000 637,000
Puckett Plaza, Bell Road, Amarillo. . . . . . . . . . . . . . . . . 133,000 621,000
Spanish Crossroads, Bell St. at Atkinsen St., Amarillo. . . . . . . 72,000 275,000
Wolflin Village, Wolflin Ave. at Georgia St., Amarillo. . . . . . . 191,000 421,000
Brodie Oaks, South Lamar Blvd. at Loop 360, Austin. . . . . . . . . 245,000 1,050,000
Southridge Plaza, William Cannon Dr. at S. 1st St., Austin. . . . . 143,000 565,000
Baywood, State Hwy. 60 at Baywood Dr., Bay City . . . . . . . . . . 40,000 169,000
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Building
Name and Location Area Land Area
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TEXAS (EXCLUDING HOUSTON & HARRIS CO.), (CONT'D.)
Calder, Calder at 24th St., Beaumont . . . . . . . . . . . . . . . . 34,000 129,000
North Park Plaza, Eastex Fwy. at Dowlen, Beaumont. . . . . . . . . . 70,000 * 318,000 *
Phelan West, Phelan at 23rd St., Beaumont (67%). . . . . . . . . . . 16,000 * 59,000 *
Phelan, Phelan at 23rd St, Beaumont. . . . . . . . . . . . . . . . . 12,000 63,000
Southgate, Calder Ave. at 6th St., Beaumont. . . . . . . . . . . . . 34,000 118,000
Westmont, Dowlen at Phelan, Beaumont . . . . . . . . . . . . . . . . 98,000 507,000
Lone Star Pavilions, Texas at Lincoln Ave., College Station (30%). . 32,000 * 132,000 *
Parkway Square, Southwest Pkwy at Texas Ave., College Station. . . . 158,000 685,000
Montgomery Plaza, Loop 336 West at I-45, Conroe. . . . . . . . . . . 317,000 1,179,000
River Pointe, I-45 at Loop 336, Conroe . . . . . . . . . . . . . . . 46,000 329,000
Moore Plaza, S. Padre Island Dr. at Staples, Corpus Christi. . . . . 355,000 1,492,000
Portairs, Ayers St. at Horne Rd., Corpus Christi . . . . . . . . . . 118,000 416,000
Dickinson, I-45 at F.M. 517, Dickinson (72%) . . . . . . . . . . . . 55,000 * 225,000 *
Coronado Hills, Mesa at Balboa, El Paso. . . . . . . . . . . . . . . 127,000 575,000
Southcliff, I-20 at Grandbury Rd., Ft. Worth . . . . . . . . . . . . 116,000 568,000
Broadway, Broadway at 59th St., Galveston (77%). . . . . . . . . . . 58,000 * 170,000 *
Galveston Place, Central City Blvd. at 61st St., Galveston . . . . . 210,000 828,000
Food King Place, 25th St. at Avenue P, Galveston . . . . . . . . . . 28,000 78,000
Fiesta, Belt Line Rd. at Marshall Dr., Grand Prairie . . . . . . . . 32,000 236,000
Killeen Marketplace, 3200 E. Central Texas Expressway, Killeen . . . 115,000 512,000
Cedar Bayou, Bayou Rd., La Marque. . . . . . . . . . . . . . . . . . 15,000 51,000
Corum South, I-45 at F.M. 518, League City . . . . . . . . . . . . . 112,000 680,000
Caprock Center, 50th at Boston Ave., Lubbock . . . . . . . . . . . . 375,000 1,255,000
Central Plaza, Loop 289 at Slide Rd., Lubbock. . . . . . . . . . . . 152,000 529,000
Town & Country, 4th St. at University, Lubbock . . . . . . . . . . . 134,000 339,000
Angelina Village, Hwy. 59 at Loop 287, Lufkin. . . . . . . . . . . . 257,000 1,835,000
Independence Plaza, Town East Blvd., Mesquite. . . . . . . . . . . . 179,000 787,000
McKinney Centre, US Hwy 380 at U.S.Hwy 75, McKinney. . . . . . . . . 34,000 199,000
Murphy Crossing, F.M. 544 at Murphy Rd., Murphy. . . . . . . . . . . 33,000 158,000
University Park Plaza, University Dr. at E. Austin St., Nacogdoches. 78,000 283,000
Custer Park, SWC Custer Road at Parker Road, Plano . . . . . . . . . 119,000 376,000
Gillham Circle, Gillham Circle at Thomas, Port Arthur. . . . . . . . 33,000 94,000
Village, 9th Ave. at 25th St., Port Arthur (77%) . . . . . . . . . . 40,000 * 187,000 *
Porterwood, Eastex Fwy. at F.M. 1314, Porter . . . . . . . . . . . . 99,000 487,000
Rockwall, I-30 at Market Center Street, Rockwall (30%) . . . . . . . 66,000 * 280,000 *
Plaza, Ave. H at U.S. Hwy. 90A, Rosenberg. . . . . . . . . . . . . . 41,000 * 135,000 *
Rose-Rich, U.S. Hwy. 90A at Lane Dr., Rosenberg. . . . . . . . . . . 104,000 386,000
Bandera Village, Bandera at Hillcrest, San Antonio . . . . . . . . . 57,000 607,000
Oak Park Village, Nacogdoches at New Braunfels, San Antonio. . . . . 65,000 221,000
Parliament Square, W. Ave. at Blanco, San Antonio. . . . . . . . . . 65,000 260,000
San Pedro Court, San Pedro at Hwy. 281N., San Antonio. . . . . . . . 2,000 18,000
Valley View, West Ave. at Blanco Rd., San Antonio. . . . . . . . . . 90,000 341,000
Market at Town Center, Town Center Blvd., Sugar Land . . . . . . . . 392,000 1,732,000
Williams Trace, Hwy. 6 at Williams Trace, Sugar Land . . . . . . . . 263,000 1,187,000
New Boston Road, New Boston at Summerhill, Texarkana . . . . . . . . 97,000 335,000
Island Market Place, 6th St. at 9th Ave., Texas City . . . . . . . . 27,000 90,000
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Building
Name and Location Area Land Area
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TEXAS (EXCLUDING HOUSTON & HARRIS CO.), (CONT'D.)
Mainland, Hwy. 1765 at Hwy. 3, Texas City. . . . . . . . . . . . . . . . 56,000 279,000
Palmer Plaza, F.M. 1764 at 34th St., Texas City. . . . . . . . . . . . . 97,000 367,000
Broadway, S. Broadway at W. 9th St., Tyler (77%) . . . . . . . . . . . . 46,000 * 200,000 *
Crossroads, I-10 at N. Main, Vidor . . . . . . . . . . . . . . . . . . . 116,000 516,000
Watauga Towne Center, Hwy. 377 at Bursey Rd., Watauga. . . . . . . . . . 63,000 347,000
CALIFORNIA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,480,000 10,353,000
Centerwood Plaza, Lakewood Blvd. at Alondra Dr., Bellflower. . . . . . . 71,000 333,000
Southampton Center, IH-780 at Southampton Rd., Benecia . . . . . . . . . 162,000 596,000
580 Marketplace, E. Castro Valley at Hwy. I-580, Castro Valley . . . . . 102,000 444,000
Buena Vista Marketplace, Huntington Dr. at Buena Vista St., Duarte . . . 91,000 322,000
Fremont Gateway Plaza, Paseo Padre Pkwy. Walnut Ave., Fremont. . . . . . 195,000 650,000
Hallmark Town Center, W. Cleveland Ave. at Stephanie Ln., Madera . . . . 85,000 365,000
Menifee Town Center, Antelope Rd. at Newport Rd., Menifee. . . . . . . . 83,000 658,000
Prospectors Plaza, Missouri Flat Rd. at US Hwy. 50, Placerville. . . . . 219,000 873,000
Shasta Crossroads, Churn Creek Rd. at Dana Dr., Redding. . . . . . . . . 121,000 520,000
Ralph's Redondo, Hawthorne Blvd. at 182nd St., Redondo Beach . . . . . . 67,000 431,000
Arcade Square, Watt Ave. at Whitney Ave., Sacramento . . . . . . . . . . 76,000 234,000
Discovery Plaza, W. El Camino Ave. at Truxel Rd., Sacramento . . . . . . 93,000 417,000
Summerhill Plaza, Antelope Rd. at Lichen Dr., Sacramento . . . . . . . . 134,000 704,000
Silver Creek Plaza, E. Capital Expwy. at Silver Creek Rd., San Jose. . . 134,000 573,000
San Marcos Plaza, San Marcos Blvd. at Rancho Santa Fe Dr., San Marcos. . 36,000 116,000
Stony Point Plaza, Stony Point Rd. at Hwy, 12, Santa Rosa. . . . . . . . 199,000 619,000
Sunset Center, Sunset Avenue at State Hwy. 12, Suisun City . . . . . . . 85,000 359,000
Creekside Center, Alamo Dr. at Nut Creek Rd., Vacaville. . . . . . . . . 116,000 400,000
Westminster Center, Westminster Blvd. at Golden West St., Westminster. . 411,000 1,739,000
FLORIDA, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,796,000 7,668,000
Boca Lyons, Glades Rd. at Lyons Rd., Boca Raton. . . . . . . . . . . . . 117,000 545,000
Sunset Point 19, US Hwy. 19 at Sunset Pointe Rd., Clearwater . . . . . . 273,000 1,078,000
Argyle Village, Blanding at Argyle Forest Blvd., Jacksonville. . . . . . 305,000 1,329,000
Colonial Plaza, Colonial Dr. at Primrose Dr., Orlando. . . . . . . . . . 488,000 2,009,000
Market at Southside, Michigan Ave. at Delaney Ave., Orlando. . . . . . . 97,000 348,000
Pembroke Commons, University at Pines Blvd., Pembroke Pines. . . . . . . 316,000 1,394,000
Venice Pines Plaza, Center Rd. at Jacaranda Blvd., Venice. . . . . . . . 97,000 565,000
Winter Park Corners, Aloma Ave. at Lakemont Ave., Winter Park. . . . . . 103,000 400,000
NEVADA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,610,000 7,322,000
Eastern Horizon, Eastern Ave. at Horizon Ridge Pkwy., Henderson . . . . 15,000 93,000
Francisco Centre, E. Desert Inn Rd. at S. Eastern Ave., Las Vegas. . . . 116,000 639,000
Mission Center, Flamingo Rd. at Maryland Pkwy, Las Vegas . . . . . . . . 152,000 570,000
Paradise Marketplace, Flamingo Rd. at Sandhill, Las Vegas. . . . . . . . 149,000 536,000
Rainbow Plaza, Rainbow Blvd. at Charleston Blvd., Las Vegas. . . . . . . 410,000 1,548,000
Rancho Towne & Country, Rancho Dr. at Charleston Blvd., Las Vegas. . . . 87,000 350,000
Tropicana Marketplace, Tropicana at Jones Blvd., Las Vegas . . . . . . . 143,000 519,000
Westland Fair, Charleston Blvd. At Decatur Blvd., Las Vegas. . . . . . . 374,000 2,346,000
College Park, E. Lake Mead Blvd. at Civic Ctr. Dr., North Las Vegas. . . 164,000 721,000
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LOUISIANA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . 1,558,000 6,606,000
Siegen Plaza, Siegen Lane at Honore Lane, Baton Rouge . . . . . . . 30,000 179,000
Park Terrace, U.S. Hwy. 171 at Parish, DeRidder . . . . . . . . . . 137,000 520,000
Town & Country Plaza, U.S. Hwy. 190 West, Hammond . . . . . . . . . 215,000 915,000
Ambassador Plaza, Ambassador Caffery at W. Congress, Lafayette. . . 29,000 173,000
Westwood Village, W. Congress at Bertrand, Lafayette. . . . . . . . 141,000 942,000
Conn's Building, Ryan at 17th St., Lake Charles . . . . . . . . . . 23,000 36,000
East Town, 3rd Ave. at 1st St., Lake Charles. . . . . . . . . . . . 33,000 * 117,000 *
14/Park Plaza, Hwy. 14 at General Doolittle, Lake Charles . . . . . 207,000 654,000
Kmart Plaza, Ryan St., Lake Charles . . . . . . . . . . . . . . . . 105,000 * 406,000 *
Southgate, Ryan at Eddy, Lake Charles . . . . . . . . . . . . . . . 171,000 628,000
Danville Plaza, Louisville at 19th, Monroe. . . . . . . . . . . . . 143,000 539,000
Orleans Station, Paris, Robert E. Lee at Chatham, New Orleans . . . 5,000 31,000
Southgate, 70th at Mansfield, Shreveport t. . . . . . . . . . . . . 73,000 359,000
Westwood, Jewella at Greenwood, Shreveport. . . . . . . . . . . . . 113,000 393,000
University Place, 70th Street at Youree Dr., Shreveport . . . . . . 133,000 714,000
ARIZONA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,190,000 5,316,000
Palmilla Center, Dysart Rd. at McDowell Rd., Avondale . . . . . . . 45,000 226,000
University Plaza, Plaza Way at Milton Rd., Flagstaff. . . . . . . . 162,000 918,000
Val Vista Towne Center, Warner at Val Vista Rd., Gilbert. . . . . . 93,000 366,000
Arrowhead Festival, 75th Ave. at W. Bell Rd., Glendale. . . . . . . 26,000 157,000
Fry's Ellsworth Plaza, Broadway Rd. at Ellsworth Rd., Mesa. . . . . 5,000 22,000
Camelback Village Square, Camelback at 7th Avenue, Phoenix. . . . . 135,000 543,000
Squaw Peak Plaza, 16th Street at Glendale Ave., Phoenix . . . . . . 61,000 220,000
Rancho Encanto, 35th Avenue at Greenway Rd., Phoenix. . . . . . . . 71,000 259,000
Fountain Plaza, 77th St. at McDowell, Scottsdale. . . . . . . . . . 112,000 460,000
Broadway Marketplace, Broadway at Rural, Tempe. . . . . . . . . . . 83,000 347,000
Fry's Valley Plaza, S. McClintock at E. Southern, Tempe . . . . . . 145,000 570,000
Pueblo Anozira, McClintock Dr. at Guadalupe Rd., Tempe. . . . . . . 152,000 769,000
Desert Square Shopping Center, Golf Links at Kolb, Tucson . . . . . 100,000 459,000
NEW MEXICO, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . 952,000 4,024,000
Eastdale, Candelaria Rd. at Eubank Blvd., Albuquerque . . . . . . . 111,000 601,000
North Towne Plaza, Academy Rd. at Wyoming Blvd., Albuquerque. . . . 103,000 607,000
Pavilions at San Mateo, I-40 at San Mateo, Albuquerque (30%). . . . 59,000 * 237,000 *
Valle del Sol, Isleta Blvd. at Rio Bravo, Albuquerque . . . . . . . 106,000 475,000
Wyoming Mall, Academy Rd. at Northeastern, Albuquerque. . . . . . . 326,000 1,309,000
DeVargas, N. Guadalupe at Paseo de Peralta, Santa Fe. . . . . . . . 247,000 795,000
KANSAS, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 784,000 3,418,000
West State Plaza, State Ave. at 78th St., Kansas City . . . . . . . 94,000 401,000
Regency Park, 93rd St. at Metcalf Ave., Overland Park . . . . . . . 202,000 742,000
Westbrooke Village, Quivira Rd. at 75th St., Shawnee. . . . . . . . 237,000 1,270,000
Shawnee Village, Shawnee Mission Pkwy. at Quivera Rd., Shawnee. . . 135,000 561,000
Kohl's, Wanamaker Rd. at S.W. 17th St., Topeka. . . . . . . . . . . 116,000 444,000
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OKLAHOMA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 702,000 3,173,000
Bryant Square, Bryant Ave. at 2nd St., Edmond. . . . . . . . . . . . 282,000 1,259,000
Market Boulevard, E. Reno Ave. at N. Douglas Ave., Midwest City. . . 36,000 142,000
Town & Country, Reno Ave at North Air Depot, Midwest City. . . . . . 138,000 540,000
Windsor Hills Center, Meridian at Windsor Place, Oklahoma City . . . 246,000 1,232,000
ARKANSAS, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 597,000 2,568,000
Evelyn Hills, College Ave. at Abshier, Fayetteville. . . . . . . . . 125,000 750,000
Broadway Plaza, Broadway at W. Roosevelt, Little Rock. . . . . . . . 16,000 148,000
Geyer Springs, Geyer Springs at Baseline, Little Rock. . . . . . . . 153,000 414,000
Markham Square, W. Markham at John Barrow, Little Rock . . . . . . . 134,000 535,000
Markham West, 11400 W. Markham, Little Rock (67%). . . . . . . . . . 119,000 * 515,000 *
Westgate, Cantrell at Bryant, Little Rock. . . . . . . . . . . . . . 50,000 206,000
TENNESSEE, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . 520,000 2,089,000
Bartlett Towne Center, Bartlett Blvd. at Stage Rd., Bartlett . . . . 179,000 774,000
Commons at Dexter Lake, Dexter at N. Germantown, Memphis . . . . . . 167,000 671,000
Highland Square, Summer at Highland, Memphis . . . . . . . . . . . . 20,000 84,000
Summer Center, Summer Ave. at Waling Rd., Memphis. . . . . . . . . . 154,000 560,000
MISSOURI, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 338,000 1,101,000
Ballwin Plaza, Manchester Rd. at Vlasis Dr., Ballwin . . . . . . . . 203,000 653,000
PineTree Plaza, U.S. Hwy. 50 at Hwy. 291, Lee's Summit . . . . . . . 135,000 448,000
COLORADO, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 291,000 1,281,000
Bridges at Smoky Hill, Smoky Hill Rd. at S. Picadilly St., Aurora. . 6,000 * 28,000 *
Carefree, Academy Blvd. at N. Carefree Circle, Colorado Springs. . . 127,000 460,000
Academy Place, Academy Blvd. at Union Blvd., Colorado Springs. . . . 84,000 404,000
Gold Creek Center, Hwy. 86 at Elizabeth St., Elizabeth . . . . . . . 14,000 * 55,000 *
City Center Englewood, S. Santa Fe at Hampden Ave., Englewood. . . . 15,000 * 35,000 *
Crossing at Stonegate, Jordon Rd. at Lincoln Ave., Parker (37.5%). . 45,000 * 299,000 *
MAINE, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,000 482,000
The Promenade, Essex at Summit, Lewiston . . . . . . . . . . . . . . 124,000 * 482,000 *
MISSISSIPPI, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . 117,000 581,000
Southaven Commons, Goodman Rd. at Swinnea Rd., Southaven . . . . . . 117,000 581,000
ILLINOIS, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 103,000 503,000
Lincoln Place Centre, Hwy. 59, Fairview Heights. . . . . . . . . . . 103,000 503,000
NORTH CAROLINA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . 80,000 461,000
Parkway Pointe, Cory Parkway and S. R. 1011, Cary. . . . . . . . . . 80,000 461,000
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INDUSTRIAL
HOUSTON AND HARRIS COUNTY, TOTAL . . . . . . . . . . . . . . . . . . . 3,404,000 9,746,000
Beltway 8 Business Park, Beltway 8 at Petersham Dr.. . . . . . . . . . 158,000 499,000
Blankenship Building, Kempwood Drive . . . . . . . . . . . . . . . . . 59,000 175,000
Brookhollow Business Center, Dacoma at Directors Row . . . . . . . . . 133,000 405,000
Cannon/So. Loop Business Park, Cannon Street (20%) . . . . . . . . . . 59,000 * 96,000 *
Central Park North, W. Hardy Rd. at Kendrick Dr. . . . . . . . . . . . 155,000 466,000
Central Park Northwest VI, Central Pkwy. at Dacoma . . . . . . . . . . 175,000 518,000
Central Park Northwest VII, Central Pkwy. at Dacoma. . . . . . . . . . 103,000 283,000
Claywood Industrial Park, Clay at Hollister. . . . . . . . . . . . . . 330,000 1,761,000
Crosspoint Warehouse, Crosspoint . . . . . . . . . . . . . . . . . . . 73,000 179,000
Jester Plaza, West T.C. Jester . . . . . . . . . . . . . . . . . . . . 101,000 244,000
Kempwood Industrial, Kempwood Dr. at Blankenship Dr. . . . . . . . . . 113,000 327,000
Kempwood Industrial, Kempwood Dr. at Blankenship Dr. (20%) . . . . . . 42,000 * 106,000 *
Lathrop Warehouse, Lathrop St. at Larimer St. (20%). . . . . . . . . . 51,000 * 87,000 *
Levitz Furniture Warehouse, Loop 610 South . . . . . . . . . . . . . . 184,000 450,000
Navigation Business Park, Navigation at N. York (20%). . . . . . . . . 47,000 * 111,000 *
Northway Park II, Loop 610 East at Homestead (20%) . . . . . . . . . . 61,000 * 149,000 *
Park Southwest, Stancliff at Brooklet. . . . . . . . . . . . . . . . . 52,000 160,000
Railwood Industrial Park, Mesa at U.S. 90. . . . . . . . . . . . . . . 616,000 1,651,000
Railwood Industrial Park, Mesa at U.S. 90 (20%). . . . . . . . . . . . 99,000 * 213,000 *
South Loop Business Park, S. Loop at Long Dr.. . . . . . . . . . . . . 46,000 * 103,000 *
Southport Business Park 5, South Loop 610. . . . . . . . . . . . . . . 157,000 358,000
Southwest Park II, Rockley Road. . . . . . . . . . . . . . . . . . . . 68,000 216,000
Stonecrest Business Center, Wilcrest at Fallstone. . . . . . . . . . . 111,000 308,000
West-10 Business Center, Wirt Rd. at I-10. . . . . . . . . . . . . . . 141,000 331,000
West-10 Business Center II, Wirt Rd. at I-10 . . . . . . . . . . . . . 83,000 149,000
West Loop Commerce Center, W. Loop N. at I-10. . . . . . . . . . . . . 34,000 91,000
610 and 11th St. Warehouse, Loop 610 at 11th St. . . . . . . . . . . . 105,000 202,000
610 and 11th St. Warehouse, Loop 610 at 11th St. (20%) . . . . . . . . 48,000 * 108,000 *
TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL. . . . . . . . . . . . . 2,783,000 6,999,000
Randol Mill Place, Randol Mill Road, Arlington . . . . . . . . . . . . 55,000 178,000
Braker 2 Business Center, Kramer Ln. at Metric Blvd., Austin . . . . . 27,000 93,000
Corporate Center I & II, Putnam Dr. at Research Blvd., Austin. . . . . 117,000 326,000
Oak Hills Industrial Park, Industrial Oaks Blvd., Austin . . . . . . . 90,000 340,000
Rutland 10 Business Center, Metric Blvd. At Centimeter Circle, Austin. 54,000 139,000
Southpark A,B,C., East St. Elmo Rd. at Woodward St., Austin. . . . . . 78,000 238,000
Southpoint Service Center, Burleson at Promontory Point Dr., Austin. . 54,000 234,000
Walnut Creek Office Park, Cameron Rd., Austin. . . . . . . . . . . . . 34,000 122,000
Wells Branch Corporate Center, Wells Branch Pkwy., Austin. . . . . . . 60,000 183,000
Midway Business Center, Midway at Boyington, Carrollton. . . . . . . . 142,000 309,000
Manana Office Center, I-35 at Manana, Dallas . . . . . . . . . . . . . 223,000 473,000
Newkirk Service Center, Newkirk near N.W. Hwy., Dallas . . . . . . . . 106,000 223,000
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INDUSTRIAL (CONT'D)
TEXAS (EXCLUDING HOUSTON & HARRIS CO.), (CONT'D.)
Northaven Business Center, Northaven Rd., Dallas . . . . . . . . . . 151,000 178,000
Northeast Crossing Off/Svc Ctr., East N.W. Hwy. at Shiloh, Dallas. . 79,000 199,000
Northwest Crossing Off/Svc Ctr., N.W. Hwy. at Walton Walker, Dallas. 127,000 290,000
Redbird Distribution Center, Joseph Hardin Drive, Dallas . . . . . . 111,000 234,000
Regal Distribution Center, Leston Avenue, Dallas . . . . . . . . . . 203,000 318,000
Space Center Industrial Park, Pulaski St. at Irving Blvd., Dallas. . 265,000 426,000
Walnut Trails Business Park, Walnut Hill Lane, Dallas. . . . . . . . 103,000 311,000
DFW-Port America, Port America Place, Grapevine. . . . . . . . . . . 46,000 110,000
Jupiter Service Center, Jupiter near Plano Pkwy., Plano. . . . . . . 78,000 234,000
Sherman Plaza Business Park, Sherman at Phillips, Richardson . . . . 100,000 312,000
Interwest Business Park, Alamo Downs Parkway, San Antonio. . . . . . 218,000 742,000
O'Connor Road Business Park, O'Connor Road, San Antonio. . . . . . . 150,000 459,000
Nasa One Business Center, Nasa Road One at Hwy. 3, Webster . . . . . 112,000 328,000
TENNESSEE, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . 1,086,000 2,684,000
Southwide Warehouse # 2, Federal Compress Ind. Pk., Memphis. . . . . 124,000 302,000
Southwide Warehouse # 3, Federal Compress Ind. Pk., Memphis. . . . . 112,000 209,000
Southwide Warehouse # 4, Federal Compress Ind. Pk., Memphis. . . . . 120,000 220,000
Thomas Street Warehouse, N. Thomas Street, Memphis . . . . . . . . . 164,000 423,000
Crowfarn Drive Warehouse, Crowfarn Dr. at Getwell Rd., Memphis . . . 159,000 316,000
Outland Business Center, Outland Center Dr., Memphis . . . . . . . . 407,000 1,214,000
FLORIDA, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 600,000 1,535,000
Lakeland Industrial Ctr., I-4 at County Rd., Lakeland. . . . . . . . 600,000 1,535,000
GEORGIA, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 363,000 965,000
6485 Crescent Dr., I-85 at Jimmy Carter Blvd., Norcross. . . . . . . 363,000 965,000
NEVADA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,000 162,000
East Sahara Off/Svc Ctr., E. Sahara Blvd., Las Vegas . . . . . . . . 66,000 162,000
OFFICE BUILDING
HOUSTON & HARRIS COUNTY, TOTAL . . . . . . . . . . . . . . . . . . . 121,000 171,000
Citadel Plaza, N. Loop 610 at Citadel Plaza Dr.. . . . . . . . . . . 121,000 171,000
MULTI-FAMILY RESIDENTIAL
TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL. . . . . . . . . . . . 273,000 595,000
River Pointe Apartments, River Pointe Drive at I-45, Conroe. . . . . 273,000 595,000
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UNIMPROVED LAND
HOUSTON & HARRIS COUNTY, TOTAL . . . . . . . . . . . . . . . . . . . 3,158,000
Bissonnet at Wilcrest. . . . . . . . . . . . . . . . . . . . . . . . 773,000
Citadel Plaza at 610 N. Loop . . . . . . . . . . . . . . . . . . . . 137,000
East Orem. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,000
Kirkwood at Dashwood Dr. . . . . . . . . . . . . . . . . . . . . . . 322,000
Lockwood at Navigation . . . . . . . . . . . . . . . . . . . . . . . 163,000
Mesa Rd. at Tidwell. . . . . . . . . . . . . . . . . . . . . . . . . 901,000
Mowery at Cullen . . . . . . . . . . . . . . . . . . . . . . . . . . 118,000
Northwest Fwy. at Gessner. . . . . . . . . . . . . . . . . . . . . . 422,000
Redman at W. Denham. . . . . . . . . . . . . . . . . . . . . . . . . 17,000
Sheldon at I-10. . . . . . . . . . . . . . . . . . . . . . . . . . . 19,000
W. Little York at N. Houston-Rosslyn . . . . . . . . . . . . . . . . 19,000
W. Loop N. at I-10 . . . . . . . . . . . . . . . . . . . . . . . . . 145,000
TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL. . . . . . . . . . . . 1,785,000
McDermott Drive at Custer Rd., Allen . . . . . . . . . . . . . . . . 41,000
River Pointe Dr. at I-45, Conroe . . . . . . . . . . . . . . . . . . 186,000
Beach St. at Golden Triangle Blvd., Fort Worth . . . . . . . . . . . 340,000
US Hwy 380 (University Drive) and US Hwy 75, McKinney. . . . . . . . 135,000
F.M. 544 at Murphy Rd., Murphy . . . . . . . . . . . . . . . . . . . 206,000
Dalrock Rd. at Lakeview Parkway, Rowlett . . . . . . . . . . . . . . 346,000
Highway 287 at Bailey Boswell Rd., Saginaw . . . . . . . . . . . . . 176,000
Hillcrest, Sunshine at Quill, San Antonio. . . . . . . . . . . . . . 171,000
Hwy. 3 at Hwy. 1765, Texas City. . . . . . . . . . . . . . . . . . . 184,000
LOUISIANA, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . 5,276,000
Siegen Lane at Honore Ln., Baton Rouge . . . . . . . . . . . . . . . 821,000
U.S. Hwy. 171 at Parish, DeRidder. . . . . . . . . . . . . . . . . . 462,000
Ambassador Caffery Pkwy. at Congress St., Lafayette. . . . . . . . . 23,000
Ambassador Caffery Pkwy. at Kaliste Saloom Rd., Lafayette. . . . . . 1,031,000
Prien Lake Plaza, Lake Charles . . . . . . . . . . . . . . . . . . . 860,000
Manhattan Blvd. at Gretna Blvd., Harvey. . . . . . . . . . . . . . . 894,000
Woodland Hwy., Plaquemines Parish (5%) . . . . . . . . . . . . . . . 822,000 *
70th. St. at Youree Dr., Shreveport. . . . . . . . . . . . . . . . . 363,000
COLORADO, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 2,183,000
E. Alameda at I-225, Aurora. . . . . . . . . . . . . . . . . . . . . 1,130,000 *
Smoky Hill Rd. at S. Picadilly St., Aurora . . . . . . . . . . . . . 108,000 *
2nd Ave. at Lowry Ave., Denver . . . . . . . . . . . . . . . . . . . 123,000 *
Hwy. 86 at Elizabeth St., Elizabeth. . . . . . . . . . . . . . . . . 24,000 *
Hampton at Santa Fe, Englewood . . . . . . . . . . . . . . . . . . . 192,000 *
Jordan Rd. at Lincoln Ave., Parker (38%) . . . . . . . . . . . . . . 28,000 *
120th at Washington, Thornton. . . . . . . . . . . . . . . . . . . . 578,000 *
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UNIMPROVED LAND (CONT'D)
ARIZONA, TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 735,000
Dysart Rd. at Rancho Santa Fe Blvd., Avondale. . . . . . . . . . . . 309,000
Broadway Rd. and Ellsworth Rd., Mesa . . . . . . . . . . . . . . . . 36,000
Power Rd. at McKellips Rd., Mesa . . . . . . . . . . . . . . . . . . 390,000
NEVADA, TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . 508,000
Eastern Ave. at Horizon Ridge Pkwy., Henderson . . . . . . . . . . . 508,000
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ALL PROPERTIES-BY LOCATION
GRAND TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,699,000 149,335,000
Houston & Harris County . . . . . . . . . . . . . . . . . . . . . . 10,733,000 40,833,000
Texas (excluding Houston & Harris County) . . . . . . . . . . . . . 9,609,000 37,508,000
California. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,480,000 10,353,000
Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,396,000 9,203,000
Nevada. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,676,000 7,992,000
Tennessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,606,000 4,773,000
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,558,000 11,882,000
Arizona . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,190,000 6,051,000
New Mexico. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 952,000 4,024,000
Kansas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 784,000 3,418,000
Oklahoma. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702,000 3,173,000
Arkansas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 597,000 2,568,000
Georgia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363,000 965,000
Missouri. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338,000 1,101,000
Colorado. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 291,000 3,464,000
Maine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,000 482,000
Mississippi . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,000 581,000
Illinois. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,000 503,000
North Carolina. . . . . . . . . . . . . . . . . . . . . . . . . . . 80,000 461,000
ALL PROPERTIES-BY CLASSIFICATION
GRAND TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,699,000 149,335,000
Shopping Centers. . . . . . . . . . . . . . . . . . . . . . . . . . 27,003,000 112,833,000
Industrial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,302,000 22,091,000
Multi-Family Residential. . . . . . . . . . . . . . . . . . . . . . 273,000 595,000
Office Building . . . . . . . . . . . . . . . . . . . . . . . . . . 121,000 171,000
Unimproved Land . . . . . . . . . . . . . . . . . . . . . . . . . . 13,645,000
__________
Note: Total square footage includes 7,847,000 square feet of land leased and
450,000 square feet of building leased from others.
* Denotes partial ownership. WRI's interest is 50% except where noted.
The square feet figures represent WRI's proportionate ownership of
the entire property.
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General. In 2001, no single property accounted for more than 2.7% of WRI's total assets or 2.0% of gross revenues. Four properties, in the aggregate, represented approximately 7.7% of our gross revenues for the year ended December 31, 2001; otherwise, none of the remaining properties accounted for more than 1.7% of our gross revenues during the same period. The weighted average occupancy rate for all of our improved properties as of December 31, 2001 was 92.2%.
Substantially all of our properties are owned directly by WRI (subject in some cases to mortgages), although our interests in some properties are held indirectly through interests in joint ventures or under long-term leases. In our opinion, our properties are well maintained and in good repair, suitable for their intended uses, and adequately covered by insurance.
Shopping Centers. As of December 31, 2001, WRI owned or operated under long-term leases, either directly or through its interests in joint ventures, 228 shopping centers with approximately 27.0 million square feet of building area. The shopping centers were located predominantly in Texas with other locations in California, Louisiana, Arizona, Nevada, Arkansas, New Mexico, Oklahoma, Tennessee, Kansas, Colorado, Missouri, Illinois, Florida, North Carolina, Georgia, Mississippi and Maine.
WRI's shopping centers are primarily neighborhood and community shopping centers that range in size from 100,000 to 400,000 square feet, as distinguished from small strip centers, which generally contain 5,000 to 25,000 square feet, and from large regional enclosed malls that generally contain over 500,000 square feet. Most of the centers do not have climatized common areas but are designed to allow retail customers to park their automobiles in close proximity to any retailer in the center. Our centers are customarily constructed of masonry, steel and glass and all have lighted, paved parking areas, which are typically landscaped with berms, trees and shrubs. They are generally located at major intersections in close proximity to neighborhoods that have existing populations sufficient to support retail activities of the types conducted in our centers.
We have approximately 5,200 separate leases with 4,100 different tenants,
including national and regional supermarket chains, drug stores, discount
department stores, junior department stores, other nationally or regionally
known stores and a great variety of other regional and local retailers. The
large number of locations offered by WRI and the types of traditional anchor
tenants help attract prospective new tenants. Some of the national and regional
supermarket chains, which are tenants in our centers, include Albertson's,
Fiesta, Smith's (Kroger), H.E.B., Kroger Company, Randall's Food Markets
(Safeway), Fry's Food Stores (Kroger), Ralph's (Kroger), Raley's, Publix, King
Soopers, Inc. (Kroger) and Safeway. In addition to these supermarket chains,
WRI's nationally and regionally known retail store tenants include Eckerd,
Walgreen and Osco (Albertson's) drugstores; Kmart discount stores; Bealls and
Palais Royal junior department stores; Kohl's, Marshall's, Office Depot, Office
Max, Staples, Babies 'R' Us, Ross, Stein Mart and T.J. Maxx off-price specialty
stores; Luby's, Piccadilly and Furr's cafeterias; Academy sporting goods;
CompUSA, Best Buy, Conn's and Circuit City electronics stores; FAO Schwarz toy
store; Cost Plus Imports; Linens 'N Things; Barnes & Noble bookstore; Border's
Books; Home Depot; Bed, Bath & Beyond; and the following restaurant chains:
Arby's, Burger King, Church's Fried Chicken, Dairy Queen, Domino's,
Jack-in-the-Box, CiCi Pizza, Long John Silver's, McDonald's, Olive Garden,
Outback Steakhouse, Pizza Hut, Shoney's, Steak & Ale, Taco Bell and Whataburger.
We also lease space in 3,000 to 20,000 square foot areas to national chains such
as the Limited Store, The Gap, One Price Stores, Old Navy, Eddie Bauer and Radio
Shack. Other merchants in our portfolio include Al's Formal Wear, Anna's
Linens, TGF Haircutters, Clothestime, Big Lots, Jason's Deli, Dollar General,
Dress Barn, Family Dollar, Shoe Cents, Fashion Bug, Cloth World, Fox Photo, GNC,
Goodyear Tire, Luther's Bar-B-Q, Mattress Firm, Fantastic Sam's, One Price
Clothing Stores, Paper Warehouse, Rent-A-Center, Sally Beauty, Souper Salad,
Black Eyed Pea, Men's Wearhouse and Tuesday Morning. The diversity of our
tenant base is also evidenced in the fact that our largest tenant (Kroger)
accounted for only 3.82% of rental revenue during 2001 including our share of
revenue from unconsolidated joint ventures and excluding our partners share of
revenue from consolidated joint ventures.
WRI's shopping center leases have lease terms generally ranging from three to five years for tenant space under 5,000 square feet and from 10 to 25 years for tenant space over 10,000 square feet. Leases with primary lease terms in excess
of 10 years, generally for anchor and out-parcels, frequently contain renewal options which allow the tenant to extend the term of the lease for one or more additional periods, with each of these periods generally being of a shorter duration than the primary lease term. The rental rates paid during a renewal period are generally based upon the rental rate for the primary term, sometimes adjusted for inflation or for the amount of the tenant's sales during the primary term.
Most of our leases provide for the monthly payment in advance of fixed minimum rentals, the tenants' pro rata share of ad valorem taxes, insurance (including fire and extended coverage, rent insurance and liability insurance) and common area maintenance for the center (based on estimates of the costs for these items). They also provide for the payment of additional rentals based on a percentage of the tenants' sales. Utilities are generally paid directly by tenants except where common metering exists with respect to a center. In this case, WRI makes the payments for the utilities and is reimbursed by the tenants on a monthly basis. Generally, our leases prohibit the tenant from assigning or subletting its space. They also require the tenant to use its space for the purpose designated in its lease agreement and to operate its business on a continuous basis. Some of the lease agreements with major tenants contain modifications of these basic provisions in view of the financial condition, stability or desirability of those tenants. Where a tenant is granted the right to assign its space, the lease agreement generally provides that the original lessee will remain liable for the payment of the lease obligations under that lease agreement.
During 2001, WRI acquired 30 shopping centers for an aggregate purchase price of $479.3 million, which added 4.6 million square feet to our portfolio.
In February, a community shopping center in Orlando, Florida was purchased for $54 million. Strategically located near downtown Orlando, Colonial Plaza contains 488,000 square feet of building area and is anchored by Barnes & Noble, Old Navy, Stein Mart, Linens 'N Things, Marshall's, Babies 'R' Us, Rhodes, Staples, Ross Dress For Less, Circuit City and Just For Feet.
In April, we completed the acquisition of 19 supermarket-anchored shopping centers in California. Anchor merchants include the market's major supermarket companies such as Ralph's (Kroger), Albertson's, Safeway, Raley's and Food 4 Less (Fleming Company). Additionally, the properties include other well-known anchor retailers including Target, K-Mart, Home Depot and Walgreens. These properties added nearly 2.5 million square feet to the portfolio.
In May, we acquired four supermarket-anchored shopping centers in the Memphis, Tennessee market area. Three of the centers are anchored by Kroger and the fourth is anchored by Seessel's (owned by Albertson's). Other anchor retailers include Walgreens and Stein Mart. These properties total nearly 617,000 square feet and were over 92% leased in the aggregate.
In June, we purchased the Venice Pines Shopping Center in Venice, Florida. This 97,000 square foot center is anchored by Kash N Karry Supermarket and is 91% leased. Also in June, we purchased Parkway Pointe Shopping Center in Cary, North Carolina, a suburb of Raleigh. Anchored by Food Lion, Eckerd Drugs and Ace Hardware, the center was 95% leased upon acquisition.
In August, we acquired the Boca Lyons Shopping Center in Boca Raton, Florida. This center is anchored by Ross Dress for Less and also includes Ethan Allen Furniture, Sun Trust Bank and World Savings. This 113,000 square foot center was 94% leased upon acquisition.
In September, we purchased Winter Park Corners in Winter Park, Florida. This 103,000 square foot center is anchored by Whole Foods and includes Bank of America and Outback Steakhouse and is 100% leased.
In October, we purchased the Sunset Point 19 Shopping Center in Clearwater, Florida. This 273,00 square foot shopping center is anchored by Publix, Bed, Bath & Beyond, Barnes & Noble, The Sports Authority and Staples.
In November, Argyle Village, a 305,000 square foot shopping center was acquired in Jacksonville, Florida. This center is currently 97% leased and is anchored by Publix, JoAnn's Fabrics, T.J. Maxx and Baby Superstore, Inc.
In 2001, WRI acquired land at seven separate locations for the development of retail shopping centers. Two of these acquisitions were made in joint ventures with our development partner in Denver. These joint ventures are included in the consolidated financial statements of WRI as we exercise financial and operating control. Total expenditures on these seven projects during 2001 totaled $30.4 million. At the beginning of 2002, we have 20 retail developments underway which, upon completion, will represent an investment of approximately $223 million and will add 1.8 million square feet to the portfolio. These projects will come on-line beginning in early 2002 through mid 2003.
Industrial Properties. At December 31, 2001, WRI owned 57 industrial projects. The acquisition of four industrial office service centers added 1.5 million square feet to our industrial portfolio and represented an investment of $39.3 million. We purchased one office/service facility in Austin, Texas, which added 90,000 square feet to the portfolio. With this acquisition, we now have eight industrial and two retail properties in Austin, comprising more than 902,000 square feet of building area. WRI also acquired three additional industrial properties totaling 1.4 million square feet.
Office Building. We own a seven-story, 121,000 square foot masonry office building with a detached, covered, three-level parking garage situated on 171,000 square feet of land fronting on North Loop 610 West in Houston. The building serves as our headquarters. Other than WRI, the major tenant of the building is Bank of America, which currently occupies 9% of the office space.
Multi-family Residential Properties. WRI completed development of a 300-unit luxury apartment complex within a multi-use master-planned project we developed in a suburb north of Houston. An unrelated Houston-based multi-family operator manages the property on our behalf.
Unimproved Land. At December 31, 2001, WRI owned, directly or through its interest in a joint venture, 40 parcels of unimproved land aggregating approximately 13.6 million square feet of land area located in Texas, Louisiana, Arizona, Colorado, Illinois and Nevada. These properties include approximately 6.5 million square feet of land adjacent to certain of our existing developed properties, which may be used for expansion of these developments, as well as approximately 7.1 million square feet of land, which may be used for new development. Almost all of these unimproved properties are served by roads and utilities and are ready for development. Most of these parcels are suitable for development as shopping centers or industrial projects, and WRI intends to emphasize the development of these parcels for such purpose.
ITEM 3. LEGAL PROCEEDINGS
WRI is involved in various matters of litigation arising in the normal course of business. While WRI is unable to predict with certainty the amounts involved, WRI's management and counsel are of the opinion that, when such litigation is resolved, WRI's resulting liability, if any, will not have a material adverse effect on WRI's consolidated financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON SHARES OF BENEFICIAL INTEREST AND RELATED SHAREHOLDER MATTERS
WRI's common shares are listed and traded on the New York Stock Exchange under the symbol "WRI". The number of holders of record of our common shares as of February 26, 2002 was 3,313. The high and low sale prices per common share, as reported on the New York Stock Exchange composite tape, and dividends per share paid for the fiscal quarters indicated were as follows:
HIGH LOW DIVIDENDS
------- ------- ---------
2001:
Fourth . . . . . $ 50.40 $ 47.64 $ 0.79
Third. . . . . . 49.80 43.65 0.79
Second . . . . . 46.07 41.77 0.79
First. . . . . . 44.88 40.06 0.79
2000:
Fourth . . . . . $ 45.00 $ 40.13 $ 0.75
Third. . . . . . 43.00 40.06 0.75
Second . . . . . 42.50 36.56 0.75
First. . . . . . 40.75 34.56 0.75
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ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data with respect to WRI and should be read in conjunction with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," the Consolidated Financial Statements and accompanying Notes in "Item 8. Financial Statements and Supplementary Data" and the financial schedules included elsewhere in this Form 10-K.
(Amounts in thousands, except per share amounts)
Years Ended December 31,
2001 2000 1999 1998 1997
----------- ----------- ----------- ----------- -----------
Revenues (primarily real estate rentals) . . . $ 314,892 $ 250,234 $ 224,095 $ 192,339 $ 167,856
----------- ----------- ----------- ----------- -----------
Expenses:
Depreciation and amortization. . . . . . . 68,316 54,597 48,668 41,051 36,995
Interest . . . . . . . . . . . . . . . . . 54,473 43,190 32,792 33,338 29,695
Other. . . . . . . . . . . . . . . . . . . 96,972 77,341 69,774 60,384 53,254
----------- ----------- ----------- ----------- -----------
Total. . . . . . . . . . . . . . . . . 219,761 175,128 151,234 134,773 119,944
----------- ----------- ----------- ----------- -----------
Income from operations . . . . . . . . . . . . 95,131 75,106 72,861 57,566 47,912
Equity in earnings of joint ventures . . . . . 5,547 4,143 3,654 4,469 4,249
Minority interest in income of partnerships. . (475) (630) (789) (606) (522)
Gain on sales of property and securities . . . 8,339 382 20,594 328 3,327
Extraordinary charge (190) (1,392)
----------- ----------- ----------- ----------- -----------
Net income . . . . . . . . . . . . . . . . . . $ 108,542 $ 79,001 $ 96,130 $ 60,365 $ 54,966
=========== =========== =========== =========== ===========
Net income available to common
shareholders . . . . . . . . . . . . . . . . $ 88,839 $ 58,961 $ 76,537 $ 54,484 $ 54,966
=========== =========== =========== =========== ===========
Cash flows from operations . . . . . . . . . . $ 146,659 $ 119,043 $ 113,351 $ 93,054 $ 85,846
=========== =========== =========== =========== ===========
Per share data - basic:
Income before extraordinary charge . . . . $ 2.77 $ 2.20 $ 2.88 $ 2.09 $ 2.06
Net income . . . . . . . . . . . . . . . . $ 2.77 $ 2.20 $ 2.87 $ 2.04 $ 2.06
Weighted average number of shares. . . . . 32,069 26,775 26,690 26,667 26,638
Per share data - diluted:
Income before extraordinary charge . . . . $ 2.76 $ 2.19 $ 2.86 $ 2.08 $ 2.05
Net income . . . . . . . . . . . . . . . . $ 2.76 $ 2.19 $ 2.85 $ 2.03 $ 2.05
Weighted average number of shares. . . . . 32,246 26,931 26,890 26,869 26,771
Cash dividends per common share. . . . . . . . $ 3.16 $ 3.00 $ 2.84 $ 2.68 $ 2.56
Property (at cost) . . . . . . . . . . . . . . $2,352,393 $1,728,414 $1,486,224 $1,278,466 $1,092,869
Total assets . . . . . . . . . . . . . . . . . $2,095,747 $1,498,477 $1,312,746 $1,107,077 $ 943,486
Debt . . . . . . . . . . . . . . . . . . . . . $1,070,835 $ 792,353 $ 592,978 $ 513,361 $ 503,287
Other data:
Funds from operations (1)
Net income available to common
shareholders . . . . . . . . . . . . . $ 88,839 $ 58,961 $ 76,537 $ 54,484 $ 54,966
Depreciation and amortization. . . . . . 67,803 55,344 49,256 41,580 37,544
Gain on sales of property
and securities . . . . . . . . . . . . (9,795) (382) (20,596) (885) (3,327)
Extraordinary charge . . . . . . . . . . 190 1,392
----------- ----------- ----------- ----------- -----------
Total. . . . . . . . . . . . . . . . . $ 146,847 $ 113,923 $ 105,387 $ 96,571 $ 89,183
=========== =========== =========== =========== ===========
__________
(1) The Board of Governors of the National Association of Real Estate Investment Trusts defines funds
from operations as net income (loss) computed in accordance with generally accepted accounting
principles, excluding gains or losses from sales of property, plus real estate related depreciation
Page 18
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and amortization, and after adjustments for unconsolidated partnerships and joint ventures. In
addition, NAREIT recommends that extraordinary items not be considered in arriving at FFO. We
calculate FFO in a manner consistent with the NAREIT definition. Most industry analysts and equity
REITs, including WRI, believe FFO is an alternative measure of performance relative to other REITs.
There can be no assurance that FFO presented by WRI is comparable to similarly titled measures of
other REITs. FFO should not be considered as an alternative to net income or other measurements
under GAAP as an indicator of our operating performance or to cash flows from operating, investing,
or financing activities as a measure of liquidity. FFO does not reflect working capital changes,
cash expenditures for capital improvements, or principal payments on indebtedness.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto and the comparative summary of selected financial data appearing elsewhere in this report. Historical results and trends which might appear should not be taken as indicative of future operations. The results of operations and financial condition of the company, as reflected in the accompanying statements and related footnotes, is subject to managements' evaluation and interpretation of business conditions, retailer performance, changing capital market conditions and other factors which could affect the ongoing viability of the company's tenancy. Management believes the most critical accounting policies in this regard are the estimation of an allowance for doubtful receivables (more specifically the allowance for straight-line receivables) and the determination of reserves for self-insured general liability insurance. Both of these issues require management to make judgments that are subjective in nature, however, management is able to consider and assess a significant amount of historical data and current market data in arriving at reasonable estimates.
Weingarten Realty Investors owned or operated under long-term leases, either
directly or through its interest in joint ventures, 228 shopping centers, 57
industrial properties, one multi-family residential project and one office
building at December 31, 2001. Of our 287 developed properties, 179 are located
in Texas (including 93 in Houston and Harris County). Our remaining properties
are located in California (19), Louisiana (15), Arizona (13), Nevada (10),
Florida (9), Tennessee (8), Arkansas (6), New Mexico (6), Colorado (6), Kansas
(5), Oklahoma (4), Missouri (2), Illinois (1), North Carolina (1), Georgia (1),
Mississippi (1) and Maine (1). WRI has nearly 5,200 leases and 4,100 different
tenants. Leases for our properties range from less than a year for smaller
spaces to over 25 years for larger tenants; leases generally include minimum
lease payments and reimbursements of property operating expenses and for an
amount based on a percentage of the tenants' sales. The majority of our anchor
tenants are supermarkets, drugstores, value-oriented apparel and discount stores
and other retailers, which generally sell basic necessity-type items.
CAPITAL RESOURCES AND LIQUIDITY
WRI anticipates that cash flows from operating activities will continue to provide adequate capital for all dividend payments in accordance with REIT requirements. Cash on hand, internally-generated cash flow, borrowings under our existing credit facilities, issuance of unsecured debt and the use of project financing, as well as other debt and equity alternatives, will provide the necessary capital to maintain and operate our properties, refinance debt maturities and achieve planned growth. Cash flow from operating activities as reported in the Statements of Consolidated Cash Flows increased to $146.7 million in 2001 from $119.0 million in 2000 and $113.4 million for 1999.
During 2001, WRI invested $518.6 million through the acquisition of operating properties. We acquired 30 shopping centers, adding 4.6 million square feet to our portfolio and representing an investment of $479.3 million. The acquisition of four industrial properties added 1.5 million square feet to our industrial portfolio and represented an investment of $39.3 million.
In 2001, WRI acquired land at seven separate locations for the development of retail shopping centers. Two of these acquisitions were made in joint ventures with our development partner in Denver. These joint ventures are included in the consolidated financial statements of WRI as we exercise financial and operating control. We also had 13 projects which were under development at the beginning of 2001. We invested $76.9 million in these projects during 2001. At the beginning of 2002, we have 20 retail developments underway which, upon completion, will represent an investment of approximately $223 million and will add 1.8 million square feet to the portfolio. These projects will come on-line beginning in early 2002 through mid 2003. We expect to invest approximately $89 million in these properties during 2002 and 2003.
Capitalized expenditures for acquisitions, new development and additions to the existing portfolio were, in millions, $632.2, $240.0 and $213.2 during 2001, 2000 and 1999, respectively. All of the acquisitions and new development during 2001 were either initially financed under WRI's revolving credit facilities or funded with excess cash flow from our existing portfolio of properties. WRI's share of capitalized expenditures for unconsolidated joint ventures or partnerships, including the purchase of properties by newly-formed joint ventures or partnerships, were, in millions: $.7, $20.2 and $11.1 during 2001, 2000 and 1999.
Common and preferred dividends increased to $123.0 million in 2001, compared to $100.4 million in 2000 and $95.4 million in 1999. WRI satisfied its REIT requirement of distributing at least 90% (95% in 2000 and 1999) of ordinary taxable income for the year ended December 31, 2001. Our dividend payout ratio on common equity for 2001, 2000 and 1999 approximated 70.4%, 70.5% and 71.9%, respectively, based on funds from operations for the applicable year.
In January 2001, WRI sold 4.5 million common shares of beneficial interest in a secondary public offering. In February, the underwriters exercised their over-allotment option and purchased an additional 200,000 shares. Net proceeds to WRI totaled $188.1 million based on a price of $42.19 per share. In May 2001, we issued 690,000 common shares of beneficial interest in a secondary public offering. Net proceeds totaled $27.9 million based on a price of $42.85 per share. In November 2001, we issued 1.8 million common shares of beneficial interest. Net proceeds totaled $86.0 million based on a price of $50.20 per share. Proceeds from these offerings were used to pay down amounts outstanding under our $350 million revolving credit facility.
In February 2002, we issued 198,098 common shares of beneficial interest. Net proceeds to WRI totaled $9.5 million based on a price of $50.48 per share and will be used to pay down amounts outstanding under our $350 million revolving credit facility.
In February 2002, a three-for-two stock split was declared for shareholders of record on April 1, 2002, payable April 15, 2002.
WRI has a $350 million unsecured revolving credit facility with a syndicate of banks. This facility will mature in November of 2003 and contains a one-year extension, at our sole option. The facility bears interest at a rate of LIBOR plus 50 basis points. Additionally, the facility includes a competitive bid option that allows WRI to hold auctions at lower pricing for short-term funds for up to $175 million. WRI also has an unsecured and uncommitted overnight credit facility totaling $20 million to be used for cash management purposes. WRI has two interest rate swap contracts with an aggregate notional amount of $20 million which expire in June 2004 and fix interest rates on a like amount of the $350 million revolver at 7.7%. We have determined these swap agreements are highly effective in offsetting future variable interest cash flows of the revolving credit debt and, accordingly, they have been designated as cash flow hedges. An additional interest rate swap contract with a notional amount of $20 million expired in May of 2001.
On July 5, 2001, we entered into a $50 million unsecured term loan with two banks that also participate in our $350 million revolving credit facility. The terms of the $50 million loan, including pricing, are substantially identical to those of our $350 million revolving credit facility, and it matures on the same date.
On July 12, 2001, we sold $200 million of unsecured notes with a coupon of 7%. Net proceeds from the offering totaled $198.3 million and were used to pay down amounts outstanding under our $350 revolving credit facility. Concurrent with the sale of the 7% notes, we settled our $188.7 million forward-starting interest rate swap contracts, resulting in a gain of $1.6 million. These swap contracts, which we entered into on June 25, 2001, had been designated as a cash flow hedge of forecasted interest payments for fixed-rate notes to be issued in future periods, and accordingly, the gain is being amortized over the life of the 7% notes.
In July 2000, the Company issued a two-year $25 million variable-rate, unsecured medium term note that bears interest at 50 basis points over LIBOR and a three-year $25 million variable-rate note that bears interest at 60 basis points over LIBOR. At the time of issuance, the interest rates were 7.23% and 7.33%, respectively. During November and December of 2000, we entered into interest rate swap agreements which fixed the interest rates on these notes.
On July 26, 2001, the Company entered into eleven interest rate swaps with an aggregate notional amount of $107.5 million that convert fixed interest payments at rates from 6.35% to 7.35% to variable interest payments. These interest rate swaps have been designated as fair value hedges. We have determined that these contracts will be highly effective in limiting our risk of changes in the fair value of the fixed-rate notes attributable to changes in variable interest rates.
Subsequent to year end, we completed two medium term note transactions totaling $65 million which included a twelve-year $35 million note bearing interest at 6.7% and a twelve-year $30 million note bearing interest at 6.5%.
Total debt outstanding increased to $1.1 billion at December 31, 2001 from $792.4 million at December 31, 2000, primarily to fund acquisitions and new development. Total debt at December 31, 2001 includes $780.5 million on which interest rates are fixed, including the net effect of our $177.5 million of interest rate swaps, and $290.3 million which bears interest at variable rates. Additionally, debt totaling $272.3 million is secured by operating properties while the remaining $798.5 million is unsecured.
In conjunction with acquisitions completed during 2001, we assumed $165.0 million of non-recourse debt secured by the related properties. The weighted average interest rate on this debt is 8.22%, and the average remaining life is 7.8 years. Additionally, non-recourse debt secured by retail properties held by joint ventures in which we participate was issued during 2001, our share of which totaled $5.4 million. The weighted average interest rate on our share of this debt is 7.3%.
We have a $400 million shelf registration statement on file under which $18.0 million was available after the sale of $65 million medium term notes in early 2002. In March 2001, we filed a $500 million shelf registration statement, of which $398.9 million is currently available.
WRI will continue to closely monitor both the debt and equity markets and carefully consider its available alternatives, including both public and private placements.
Numerous retailer bankruptcies across the country have been announced. WRI has four Service Merchandise and seven Kmart stores. The communication and timing of store closings varies by retailer, however, we believe the effect of these bankruptcies and other known retailer failures will reduce our net operating income in 2002 by approximately $1.7 million. With the significant diversification of WRI's tenant base, we would not expect further retailer bankruptcies to have a significant effect on the liquidity of our company.
RESULTS OF OPERATIONS
Rental revenues increased 27.0%, or $65.8 million, from $243.6 million in 2000 to $309.5 million in 2001 and by 10.5%, or $23.1 million, from $220.6 million in 1999. Of these increases, property acquisitions and new development contributed $61.1 million in 2001 and $21.5 million in 2000. The remaining portion of these increases is due to activity at our existing properties. Occupancy of our shopping centers decreased to 92.8% at December 31, 2001 from 93.4% at the end of 2000. Occupancy of our industrial portfolio decreased from 91.2% at the end of 2000 to 90.1% at December 31, 2001, and occupancy of the total portfolio decreased from 93.0% to 92.2% at year-end. In 2001, we completed 966 renewals or new leases comprising 4.9 million square feet at an average rental rate increase of 10.4%. Net of the amortized portion of capital costs for tenant improvements, the increase averaged 7.8%. Occupancy of our total portfolio increased from 91.3% at the end of 1999 to 93.0% at the end of 2000. In 2000, we completed 1,008 renewals or new leases comprising 4.9 million square feet at an average rental rate increase of 10.0%. Net of the amortized portion of capital costs for tenant improvements, the increase averaged 6.4%.
Interest income totaled $1.2 million in 2001, $3.5 million in 2000 and $1.8 million in 1999. The increase in interest income from 1999 to 2000 was due to the funding of interim loans to our unconsolidated joint ventures, pending the completion of permanent financing with third parties. Interest income decreased in 2001 as a significant amount of permanent financing was finalized during 2000.
Direct costs and expenses of operating our properties (i.e., operating and ad valorem tax expenses) increased to $87.4 million in 2001 from $69.1 million in 2000 and $62.3 million in 1999. These increases are primarily due to property acquired and developed during these periods. Overall, direct operating costs and expenses as a percentage of rental revenues were 28% in 2001, 2000 and 1999. Bad debt expense increased from $.2 million in 1999 and $.9 million in 2000 to $2.6 million in 2001 due to tenant bankruptcies in 2000 and 2001, primarily Kmart, Service Merchandise, Weiners and Stage Stores. As a result of these bankruptcies, the allowance for doubtful accounts increased from $1.9 million in 2000 to $2.9 million in 2001.
Depreciation and amortization have increased to $68.3 million in 2001 from $54.6 million in 2000 and $48.7 million in 1999, also as a result of the properties acquired and developed during these periods. General and administrative expense has increased to $9.6 million in 2001 from $8.2 million in 2000 and $7.5 million in 1999. These increases are due to normal compensation increases as well as increases in staffing necessitated by the growth in the portfolio.
Gross interest costs, before capitalization of interest to development projects, increased from $47.4 million in 2000 to $64.2 million in 2001. This increase in interest cost was due mainly to an increase in the average debt outstanding from $652.9 million for 2000 to $927.6 million for 2001. The weighted-average interest rate decreased from 7.23% in 2000 to 6.89% in 2001. Interest expense, net of amounts capitalized, increased $11.3 million from 2000. The amount of interest capitalized increased to $9.7 million in 2001 from $4.2 million in 2000 due to an increase in the amount of development activity during the year. Comparing 2000 to 1999, gross interest costs increased from $35.8 million in 1999 to $47.4 million in 2000. This was due to an increase in the average debt outstanding from $499.7 million in 1999 to $652.9 million in 2000. The weighted-average interest rate increased between the two periods from 7.14% in 1999 to 7.23% in 2000. Interest expense, net of amounts capitalized, increased $10.4 million from 1999. The amount of interest capitalized increased to $4.2 million in 2000 from $3.0 million in 1999 due to an increase in the amount of development activity during the year.
The gain on sale of $8.3 million in 2001 was due primarily to the sale of nine properties. The gain on sale of $20.6 million in 1999 was due primarily to the sale of 28.5 acres of undeveloped land and an 80% interest in certain industrial properties.
FUNDS FROM OPERATIONS
The Board of Governors of the National Association of Real Estate Investment Trusts defines funds from operations as net income (loss) computed in accordance with generally accepted accounting principles, excluding gains or losses from sales of property, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. In addition, NAREIT recommends that extraordinary items not be considered in arriving at FFO. We calculate FFO in a manner consistent with the NAREIT definition. Most industry analysts and equity REITs, including WRI, believe FFO is an alternative measure of performance relative to other REITs. There can be no assurance that FFO presented by WRI is comparable to similarly titled measures of other REITs. FFO should not be considered as an alternative to net income or other measurements under GAAP as an indicator of our operating performance or to cash flows from operating, investing, or financing activities as a measure of liquidity. FFO does not reflect working capital changes, cash expenditures for capital improvements, or principal payments on indebtedness.
Funds from operations is calculated as follows (in thousands):
2001 2000 1999
---------- ---------- ----------
Net income available to common shareholders . . . . . . . . . . . . . . . $ 88,839 $ 58,961 $ 76,537
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . 65,940 53,624 48,099
Depreciation and amortization of unconsolidated joint ventures. . . . . . 1,863 1,720 1,157
Gain on sales of property . . . . . . . . . . . . . . . . . . . . . . . . (8,368) (382) (20,594)
Gain on sales of property of unconsolidated joint ventures. . . . . . . . (1,427) (2)
Extraordinary charge - early retirement of debt . . . . . . . . . . . . . 190
---------- ---------- ----------
Funds from operations . . . . . . . . . . . . . . . . . . . 146,847 113,923 105,387
Funds from operations attributable to operating
partnership units . . . . . . . . . . . . . . . . . . . . . . . . . . . 180 305 318
---------- ---------- ----------
Funds from operations assuming conversion of OP units . . . $ 147,027 $ 114,228 $ 105,705
========== ========== ==========
Weighted average shares outstanding - basic . . . . . . . . . . . . . . . 32,069 26,775 26,690
Effect of dilutive securities:
Share options and awards. . . . . . . . . . . . . . . . . . . . . . 126 52 58
Operating partnership units . . . . . . . . . . . . . . . . . . . . 51 104 142
---------- ---------- ----------
Weighted average shares outstanding - diluted . . . . . . . . . . . . . . 32,246 26,931 26,890
========== ========== ==========
|
EFFECTS OF INFLATION
The rate of inflation was relatively unchanged in 2001. WRI has structured its leases, however, in such a way as to remain largely unaffected should significant inflation occur. Most of the leases contain percentage rent provisions whereby WRI receives rentals based on the tenants' gross sales. Many leases provide for increasing minimum rentals during the terms of the leases through escalation provisions. In addition, many of WRI's leases are for terms of less than ten years, which allows WRI to adjust rental rates to changing market conditions when the leases expire. Most of WRI's leases require the tenants to pay their proportionate share of operating expenses and ad valorem taxes. As a result of these lease provisions, increases due to inflation, as well as ad valorem tax rate increases, generally do not have a significant adverse effect upon WRI's operating results.
NEW ACCOUNTING PRONOUNCEMENTS
On January 1, 2001, WRI adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. SFAS No. 133 establishes accounting and reporting standards for derivative instruments. Specifically, SFAS No. 133 requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either shareholders' equity or net income depending on whether the derivative instruments qualify as a hedge for accounting purposes and, if so, the nature of the hedging activity.
WRI hedges the future cash flows of debt transactions principally through interest rate swaps with major financial institutions. WRI has four interest rate swap contracts with an aggregate notional amount of $70 million that convert variable interest payments to fixed interest payments at rates from 6.80% to 7.87%. These swaps have been designated and qualify as cash flow hedges. We have determined these swap agreements are highly effective in offsetting future variable interest cash flows of the related debt instruments. As of January 1, 2001, the adoption of the new standard resulted in a cumulative transition adjustment of $1.9 million to accumulated other comprehensive loss, a component of shareholders' equity, and a corresponding liability of the same amount. For the year ended December 31, 2001, the decrease in fair market value of our interest rate swaps was $2.6 million and was recorded in accumulated other comprehensive loss and other liabilities.
On June 25, 2001, WRI entered into two forward-starting interest rate swap contracts with a notional amount of $188.7 million. These contracts were designated as a cash flow hedge of forecasted interest payments for $200 million of unsecured notes with a coupon of 7% that were sold on July 12, 2001. Concurrent with the sale of the 7% notes, we settled our $188.7 million forward-starting interest rate swap contracts, resulting in a gain of $1.6 million recorded in accumulated other comprehensive income. This $1.6 million gain is being amortized to earnings over the life of the 7% notes.
On July 26, 2001, the Company entered into eleven interest rate swap contracts with an aggregate notional amount of $107.5 million that convert fixed interest payments at rates from 6.35% to 7.35% to variable interest payments. These interest rate swaps have been designated as fair value hedges. We have determined that these contracts will be highly effective in limiting our risk of changes in the fair value of the fixed-rate notes attributable to changes in variable interest rates. For the year ended December 31, 2001, the increase in fair market value of the eleven interest rate swaps was $1.0 million and was recorded in other assets and fixed-rate debt.
Within the next twelve months, the Company expects to reclassify to earnings as interest expense approximately $2.6 million of the current balance held in accumulated other comprehensive loss. With respect to fair value hedges, both changes in fair market value of the derivative hedging instrument and changes in the fair value of the hedged item will be recorded in earnings each reporting period. These amounts should completely offset with no impact to earnings, except for the portion of the hedge that proves to be ineffective, if any.
In July 2000, the Emerging Issues Task Force of the Financial Accounting Standards Board reached a consensus on EITF Issue No. 00-1,"Investor Balance Sheet and Income Statement Display under the Equity Method for Investments in Certain Partnerships and Other Ventures." This consensus requires that the proportionate share method of presenting balance sheet and income statement information for partnerships and other ventures in which entities have joint interest and control be discontinued, except in limited circumstances. WRI was required to conform to the guidance provided in this Issue effective December 31, 2000. Accordingly, the consolidated financial statements for all periods prior to December 31, 2000 presented in this Form 10-K have been restated to conform to the revised presentation.
In June 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The adoption of SFAS No. 143 will not have a material impact on our financial position, results of operations, or cash flows.
In August 2001, FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is effective for fiscal years beginning after December 15, 2001. SFAS No. 144 addresses accounting and reporting for the impairment or disposal of a segment of a business. The adoption of SFAS No. 144 will not have a material impact on our financial position, results of operations, or cash flows.
FORWARD-LOOKING STATEMENTS
This Annual Report includes certain forward-looking statements reflecting WRI's expectations in the near term that involve a number of risks and uncertainties; however, many factors may materially affect the actual results, including demand for our properties, changes in rental and occupancy rates, changes in property operating costs, interest rate fluctuations, and changes in local and general economic conditions. Accordingly, there is no assurance that WRI's expectations will be realized.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
WRI uses fixed and floating-rate debt to finance its capital requirements. These transactions expose WRI to market risk related to changes in interest rates. Derivative financial instruments are used to manage a portion of this risk, primarily interest rate swap agreements with major financial institutions. These swap agreements expose WRI to credit risk in the event of non-performance by the counter-parties to the swaps. We do not engage in the trading of derivative financial instruments in the normal course of business. At December 31, 2001, WRI had fixed-rate debt of $780.5 million and variable-rate debt of $290.3 million, after adjusting for the effect of interest rate swaps. We also had variable-rate notes receivable from joint venture partners totaling $32.4 million at year-end. In the event interest rates were to increase 100 basis points, net income, funds from operations and future cash flows would decrease $2.9 million based upon the variable-rate debt and notes receivable outstanding at December 31, 2001.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
To the Board of Trust Managers and Shareholders of Weingarten Realty Investors:
We have audited the accompanying consolidated balance sheets of Weingarten Realty Investors (the "Company") as of December 31, 2001 and 2000, and the related statements of consolidated income and comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2001. Our audits also included the financial statement schedules listed in the Index at Item 14. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Weingarten Realty Investors at December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Houston, Texas
March 1, 2002
STATEMENTS OF CONSOLIDATED INCOME AND COMPREHENSIVE INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Years Ended December 31,
----------------------------------
2001 2000 1999
---------- ---------- ----------
Revenues:
Rentals. . . . . . . . . . . . . . . . . . . . . . . $ 309,457 $ 243,633 $ 220,552
Interest income .. . . . . . . . . . . . . . . . . . 1,167 3,538 1,776
Other. . . . . . . . . . . . . . . . . . . . . . . . 4,268 3,063 1,767
---------- ---------- ----------
Total. . . . . . . . . . . . . . . . . . 314,892 250,234 224,095
---------- ---------- ----------
Expenses:
Depreciation and amortization. . . . . . . . . . . . 68,316 54,597 48,668
Interest . . . . . . . . . . . . . . . . . . . . . . 54,473 43,190 32,792
Operating. . . . . . . . . . . . . . . . . . . . . . 48,459 37,689 34,480
Ad valorem taxes . . . . . . . . . . . . . . . . . . 38,943 31,439 27,781
General and administrative . . . . . . . . . . . . . 9,570 8,213 7,513
---------- ---------- ----------
Total. . . . . . . . . . . . . . . . . . 219,761 175,128 151,234
---------- ---------- ----------
Income Before Equity in Earnings of Joint Ventures,
Minority Interest in Income of Partnerships, Gain
on Sales of Property and Extraordinary Charge. . . 95,131 75,106 72,861
Equity in Earnings of Joint Ventures . . . . . . . . . 5,547 4,143 3,654
Minority Interest in Income of Partnerships. . . . . . (475) (630) (789)
Gain on Sales of Property. . . . . . . . . . . . . . . 8,339 382 20,594
---------- ---------- ----------
Income Before Extraordinary Charge . . . . . . . . . . 108,542 79,001 96,320
Extraordinary Charge (early retirement of debt). . . . (190)
---------- ---------- ----------
Net Income . . . . . . . . . . . . . . . . . . . . . . $ 108,542 $ 79,001 $ 96,130
========== ========== ==========
Net Income Available to Common Shareholders. . . . . . $ 88,839 $ 58,961 $ 76,537
========== ========== ==========
Net Income Per Common Share - Basic:
Income Before Extraordinary Charge . . . . . . . $ 2.77 $ 2.20 $ 2.88
Extraordinary Charge . . . . . . . . . . . . . . (.01)
---------- ---------- ----------
Net Income . . . . . . . . . . . . . . . . . . . $ 2.77 $ 2.20 $ 2.87
========== ========== ==========
Net Income Per Common Share - Diluted:
Income Before Extraordinary Charge . . . . . . . $ 2.76 $ 2.19 $ 2.86
Extraordinary Charge . . . . . . . . . . . . . . (.01)
---------- ---------- ----------
Net Income . . . . . . . . . . . . . . . . . . . $ 2.76 $ 2.19 $ 2.85
========== ========== ==========
Net Income . . . . . . . . . . . . . . . . . . . . . . $ 108,542 $ 79,001 $ 96,130
Other Comprehensive Loss:
Cumulative effect of change in accounting principle
(SFAS 133) on other comprehensive loss . . . . . . (1,877)
Unrealized derivative loss on interest rate swaps. . (2,579)
Unrealized derivative gain on forward-starting
interest rate swaps. . . . . . . . . . . . . . . . 1,520
---------- ---------- ----------
Other Comprehensive Loss . . . . . . . . . . . . . . . (2,936)
---------- ---------- ----------
Comprehensive Income . . . . . . . . . . . . . . . . . $ 105,606 $ 79,001 $ 96,130
========== ========== ==========
|
See Notes to Consolidated Financial Statements.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
December 31,
------------- ------------
2001 2000
------------ ------------
ASSETS
Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,352,393 $ 1,728,414
Accumulated Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . (402,958) (362,267)
------------ ------------
Property - net. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,949,435 1,366,147
Investment in Real Estate Joint Ventures. . . . . . . . . . . . . . . . . 25,742 26,848
------------ ------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,975,177 1,392,995
------------ ------------
Notes Receivable from Real Estate Joint Ventures and Partnerships . . . . 6,068 15,772
Unamortized Debt and Lease Costs. . . . . . . . . . . . . . . . . . . . . 42,755 36,970
Accrued Rent and Accounts Receivable (net of allowance for doubtful
accounts of $2,926 in 2001 and $1,884 in 2000). . . . . . . . . . . . . 32,382 24,145
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . 12,434 7,321
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,931 21,274
------------ ------------
Total. . . . . . . . . . . . . . . . . . . . . $ 2,095,747 $ 1,498,477
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,070,835 $ 792,353
Accounts Payable and Accrued Expenses . . . . . . . . . . . . . . . . . . 80,412 63,742
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,542 8,146
------------ ------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,170,789 864,241
------------ ------------
Minority Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,886 4,369
------------ ------------
Commitments and Contingencies
Shareholders' Equity:
Preferred Shares of Beneficial Interest - par value, $.03 per share;
shares authorized: 10,000
7.44% Series A cumulative redeemable preferred shares of
beneficial interest; 3,000 shares issued and outstanding;
liquidation preference $25 per share. . . . . . . . . . . . . . 90 90
7.125% Series B cumulative redeemable preferred shares of
beneficial interest; 3,600 shares issued and 3,526 and
3,552 shares outstanding in 2001 and 2000; liquidation
preference $25 per share. . . . . . . . . . . . . . . . . . . . 106 107
7.0% Series C cumulative redeemable preferred shares of
beneficial interest; 2,300 shares issued and 2,256 and
2,266 shares outstanding in 2001 and 2000; liquidation
preference $50 per share. . . . . . . . . . . . . . . . . . . . 67 68
Common Shares of Beneficial Interest - par value, $.03 per share;
shares authorized: 150,000; shares issued and outstanding:
34,347 in 2001 and 26,921 in 2000 . . . . . . . . . . . . . . . . . 1,029 807
Capital Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,066,757 758,363
Accumulated Dividends in Excess of Net Income . . . . . . . . . . . . (144,041) (129,568)
Accumulated Other Comprehensive Loss. . . . . . . . . . . . . . . . . (2,936)
------------ ------------
Shareholders' Equity. . . . . . . . . . . . . . . . . . . . . . . 921,072 629,867
------------ ------------
Total. . . . . . . . . . . . . . . . . . . . . $ 2,095,747 $ 1,498,477
============ ============
|
See Notes to Consolidated Financial Statements.
STATEMENTS OF CONSOLIDATED CASH FLOWS
(AMOUNTS IN THOUSANDS)
Years Ended December 31,
----------------------------------
2001 2000 1999
---------- ---------- ----------
Cash Flows from Operating Activities:
Net income. . . . . . . . . . . . . . . . . . . . . . . . $ 108,542 $ 79,001 $ 96,130
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization . . . . . . . . . . . . 68,316 54,597 48,668
Equity in earnings of joint ventures. . . . . . . . . (5,547) (4,143) (3,654)
Minority interest in income of partnerships . . . . . 475 630 789
Gain on sales of property . . . . . . . . . . . . . . (8,339) (382) (20,594)
Extraordinary charge (early retirement of debt) . . . 190
Changes in accrued rent and accounts receivable . . . (12,680) (5,071) (4,265)
Changes in other assets . . . . . . . . . . . . . . . (22,869) (15,667) (13,076)
Changes in accounts payable and accrued expenses. . . 17,307 5,505 6,823
Other, net. . . . . . . . . . . . . . . . . . . . . . 1,454 4,573 2,340
---------- ---------- ----------
Net cash provided by operating activities . . 146,659 119,043 113,351
---------- ---------- ----------
Cash Flows from Investing Activities:
Investment in properties. . . . . . . . . . . . . . . . . (471,174) (228,068) (185,667)
Notes receivable:
Advances. . . . . . . . . . . . . . . . . . . . . . . (2,895) (37,818) (20,602)
Collections . . . . . . . . . . . . . . . . . . . . . 7,943 74,420 9,964
Proceeds from sales and disposition of property . . . . . 23,146 3,368 15,010
Proceeds from sales of marketable debt securities . . . . 15,000
Real estate joint ventures and partnerships:
Investments . . . . . . . . . . . . . . . . . . . . . (1,011) (12,475) (3,368)
Distributions . . . . . . . . . . . . . . . . . . . . 4,774 3,241 4,057
Other, net. . . . . . . . . . . . . . . . . . . . . . . . (514) (4)
---------- ---------- ----------
Net cash used in investing activities . . . . . . . . (439,217) (197,846) (165,610)
---------- ---------- ----------
Cash Flows from Financing Activities:
Proceeds from issuance of:
Debt. . . . . . . . . . . . . . . . . . . . . . . . . 442,650 211,804 125,898
Common shares of beneficial interest. . . . . . . . . 307,722 1,398 546
Preferred shares of beneficial interest . . . . . . . 111,263
Principal payments of debt. . . . . . . . . . . . . . . . (329,824) (28,161) (85,532)
Common and preferred dividends paid . . . . . . . . . . . (123,015) (100,376) (95,397)
Other, net. . . . . . . . . . . . . . . . . . . . . . . . 138 (3,144) (628)
---------- ---------- ----------
Net cash provided by financing activities . . . . . . 297,671 81,521 56,150
---------- ---------- ----------
Net increase in cash and cash equivalents . . . . . . . . . . 5,113 2,718 3,891
Cash and cash equivalents at January 1. . . . . . . . . . . . 7,321 4,603 712
---------- ---------- ----------
Cash and cash equivalents at December 31. . . . . . . . . . . $ 12,434 $ 7,321 $ 4,603
========== ========== ==========
|
See Notes to Consolidated Financial Statements.
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS)
Years Ended December 31, 2001, 2000 and 1999
Preferred Common Accumulated Accumulated
Shares of Shares of Dividends in Deferred Other
Beneficial Beneficial Capital Excess of Compensation Comprehensive
Interest Interest Surplus Net Income Obligation Loss
------------ ----------- ----------- -------------- -------------- ---------------
Balance, January 1, 1999. . . . . . . . . $ 198 $ 800 $ 641,180 $ (108,926) $ (73)
Net income. . . . . . . . . . . . . . . 96,130
Issuance of Series C preferred shares . 69 111,119
Shares issued under benefit plans . . . 1 883
Dividends declared - common shares. . . (75,804)
Dividends declared - preferred shares . (19,593)
Redemption of Series C preferred shares (152)
Deferred compensation obligation. . . . 70
------------ ----------- ----------- -------------- -------------- ---------------
Balance, December 31, 1999. . . . . . . . 267 801 753,030 (108,193) (3)
Net income. . . . . . . . . . . . . . . 79,001
Shares issued under benefit plans . . . 2 1,783
Shares issued in exchange for interest
in limited partnerships. . . . . . . 2 3,554
Dividends declared - common shares. . . (80,336)
Dividends declared - preferred shares . (20,040)
Redemption of Series B preferred shares (1) 1 (2)
Redemption of Series C preferred shares (1) 1 (2)
Deferred compensation obligation. . . . 3
------------ ----------- ----------- -------------- -------------- ---------------
Balance, December 31, 2000. . . . . . . . 265 807 758,363 (129,568)
Net income. . . . . . . . . . . . . . . 108,542
Issuance of common stock. . . . . . . . 216 301,824
Shares issued under benefit plans . . . 4 6,571
Dividends declared - common shares. . . (103,312)
Dividends declared - preferred shares . (19,703)
Redemption of Series B preferred shares (1) 1
Redemption of Series C preferred shares (1) 1 (1)
Other Comprehensive Loss. . . . . . . . $ (2,936)
------------ ----------- ----------- -------------- -------------- ---------------
Balance, December 31, 2001. . . . . . . . $ 263 $ 1,029 $1,066,757 $ (144,041) $ - $ (2,936)
============ =========== =========== ============== ============== ===============
|
See Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
Weingarten Realty Investors, a Texas real estate investment trust, is engaged in
the acquisition, development and management of real estate, primarily anchored
neighborhood and community shopping centers and, to a lesser extent, industrial
properties. Over 60% of the square footage of WRI's portfolio is in Texas, with
the remainder located primarily in the southern half of the United States.
WRI's major tenants include supermarkets, discount retailers, drugstores and
other merchants who generally sell basic, necessity-type commodities. WRI
currently operates and intends to operate in the future as a real estate
investment trust.
Basis of Presentation
The consolidated financial statements include the accounts of WRI and its
subsidiaries, as well as 100% of the accounts of joint ventures and partnerships
over which WRI exercises financial and operating control and the related amounts
of minority interests. All significant intercompany balances and transactions
have been eliminated. Investments in joint ventures and partnerships where WRI
has the ability to exercise significant influence but does not exercise
financial and operating control are accounted for using the equity method. In
July 2000, the Emerging Issues Task Force of the Financial Accounting Standards
Board reached a consensus on EITF Issue No. 00-1, "Investor Balance Sheet and
Income Statement Display under the Equity Method for Investments in Certain
Partnerships and Other Ventures." This consensus requires that the
proportionate share method of presenting balance sheet and income statement
information for partnerships and other ventures in which entities have joint
interest and control be discontinued, except in limited circumstances. WRI was
required to conform with the guidance provided in this Issue effective December
31, 2000.
Revenue Recognition
Rental revenue is generally recognized on a straight-line basis over the life of
the lease. Revenue from tenant reimbursements of taxes, maintenance expenses
and insurance is recognized in the period the related expense is recorded.
Revenue based on a percentage of tenants' sales was estimated and accrued ratably over the year in 1999. Beginning January 1, 2000, such revenue was recognized only after the tenant exceeded their sales breakpoint, in accordance with the SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." Implementation of this bulletin reduced revenue by an estimated $.6 million in 2000 and had no effect on 2001.
Property
Real estate assets are stated at cost less accumulated depreciation, which, in
the opinion of management, is not in excess of the individual property's
estimated undiscounted future cash flows, including estimated proceeds from
disposition. Depreciation is computed using the straight-line method, generally
over estimated useful lives of 18-50 years for buildings and 10-20 years for
parking lot surfacing and equipment. Major replacements where the betterment
extends the useful life of the asset are capitalized and the replaced asset and
corresponding accumulated depreciation are removed from the accounts. All other
maintenance and repair items are charged to expense as incurred.
WRI's properties are reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the property may not be recoverable. In such an event, a comparison is made of the current and projected operating cash flows of each such property into the foreseeable future on an undiscounted basis to the carrying amount of such property. Such carrying amount would be adjusted, if necessary, to estimated fair value to reflect an impairment in the value of the asset.
Capitalization
Carrying charges, principally interest and ad valorem taxes, on land under
development and buildings under construction are capitalized as part of land
under development and buildings and improvements.
Deferred Charges
Debt and lease costs are amortized primarily on a straight-line basis over the
terms of the debt and over the lives of leases, respectively.
Use of Estimates
The preparation of financial statements requires management to make use of
estimates and assumptions that affect amounts reported in the financial
statements as well as certain disclosures. Actual results could differ from
those estimates.
Per Share Data
Net income per common share - basic is computed using net income available to
common shareholders and the weighted average shares outstanding. Net income per
common share - diluted includes the effect of potentially dilutive securities
for the periods indicated, as follows (in thousands):
2001 2000 1999
--------- --------- ---------
Numerator:
Net income available to common shareholders - basic. . . . . $ 88,839 $ 58,961 $ 76,537
Income attributable to operating partnership units . . . . . 83 131 141
--------- --------- ---------
Net income available to common shareholders - diluted. . . . $ 88,922 $ 59,092 $ 76,678
========= ========= =========
Denominator:
Weighted average shares outstanding - basic. . . . . . . . . 32,069 26,775 26,690
Effect of dilutive securities:
Share options and awards . . . . . . . . . . . . . . . . 126 52 58
Operating partnership units. . . . . . . . . . . . . . . 51 104 142
--------- --------- ---------
Weighted average shares outstanding - diluted. . . . . . . . 32,246 26,931 26,890
========= ========= =========
|
Options to purchase, in millions: .3, .9 and .6 common shares in 2001, 2000 and 1999, respectively, were not included in the calculation of net income per common share - diluted as the exercise prices were greater than the average market price for the year.
Statements of Cash Flows
WRI considers all highly liquid investments with original maturities of three
months or less as cash equivalents. WRI issued .1 million common shares of
beneficial interest in 2000 valued at $3.6 million in exchange for interests in
limited partnerships which had been formed to acquire operating properties. We
assumed debt and/or capital lease obligations totaling $165.0 million, $30.7
million and $39.1 million in connection with purchases of property during 2001,
2000 and 1999, respectively. In connection with the sale of improved properties
in 1999, we received notes receivable totaling $41.4 million.
Reclassifications
Certain reclassifications of prior years' amounts have been made to conform with
the current year presentation.
NOTE 2. NEWLY ADOPTED ACCOUNTING PRONOUNCEMENTS
On January 1, 2001, WRI adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. SFAS No. 133 establishes accounting and reporting standards for derivative instruments. Specifically, SFAS No. 133 requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either shareholders' equity or net income depending on whether the derivative instruments qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity.
WRI hedges the future cash flows of debt transactions principally through interest rate swaps with major financial institutions. WRI has four interest rate swap contracts with an aggregate notional amount of $70 million, which are designated as cash flow hedges, and eleven interest rate swap contracts with an aggregate notional amount of $107.5 million, which are designated as fair value hedges. As of January 1, 2001, the adoption of the new standard resulted in a cumulative transition adjustment of $1.9 million to accumulated other comprehensive loss, a component of shareholders' equity, and a corresponding liability of the same amount for our interest rate swaps designated as cash flow hedges. For the year ended December 31, 2001, the decrease in fair market value of these interest rate swaps was $2.6 million and was recorded in accumulated other comprehensive loss and other liabilities. For the year ended December 31, 2001, the increase in fair market value of the interest rate swaps designated as fair value hedges was $1.0 million and was recorded in other assets and fixed-rate debt.
Within the next twelve months, the Company expects to reclassify to earnings as interest expense approximately $2.6 million of the current balance held in accumulated other comprehensive loss. With respect to fair value hedges, both changes in fair market value of the derivative hedging instrument and changes in the fair value of the hedged item will be recorded in earnings each reporting period. These amounts should completely offset with no impact to earnings, except for the portion of the hedge that proves to be ineffective, if any.
In June 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The adoption of SFAS No. 143 will not have a material impact on our financial position, results of operations, or cash flows.
In August 2001, FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is effective for fiscal years beginning after December 15, 2001. SFAS No. 144 addresses accounting and reporting for the impairment or disposal of a segment of a business. The adoption of SFAS No. 144 will not have a material impact on our financial position, results of operations, or cash flows.
NOTE 3. DEBT
WRI's debt consists of the following (in thousands):
DECEMBER 31,
--------------------------
2001 2000
------------ ------------
Fixed-rate debt payable to 2015 at 6.0% to 8.75% . . . . . . . . . . $ 796,900 $ 472,271
Variable-rate unsecured notes payable. . . . . . . . . . . . . . . . 100,000 50,000
Unsecured notes payable under revolving credit agreements. . . . . . 134,500 230,100
Obligations under capital leases . . . . . . . . . . . . . . . . . . 33,554 33,467
Industrial revenue bonds payable to 2015 at 1.8% to 3.6% . . . . . . 5,868 6,010
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 505
------------ ------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,070,835 $ 792,353
============ ============
|
In November 2000, WRI entered into an unsecured $350 million revolving credit agreement with a syndicate of banks. The agreement expires in November 2003, but we can request a one-year extension of the agreement, solely at our option. We also have an agreement for an unsecured and uncommitted overnight credit facility totaling $20 million with a bank to be used for cash management purposes. WRI also has letters of credit totaling $39.6 million outstanding under the $350 million revolving credit facility at December 31, 2001. The revolving credit agreements are subject to normal banking terms and conditions and do not adversely restrict our operations or liquidity.
On July 5, 2001, we entered into a $50 million unsecured term loan with two banks that also participate in our $350 million revolving credit facility. The terms of the $50 million loan, including pricing, are substantially identical to those of our $350 million revolving credit facility, and it also matures on the same date.
At December 31, 2001, the variable interest rate for notes payable under the $20 million revolving credit agreement was 2.04%. During 2001, the maximum balance and weighted average balance outstanding under both revolving credit facilities were $302.9 million and $149.5 million, respectively, at an average interest rate of 5.16%. WRI made cash payments for interest on debt, net of amounts capitalized, of $42.9 million in 2001, $40.8 million in 2000 and $31.9 million in 1999.
Various leases and properties and current and future rentals from those leases and properties collateralize certain debt. At December 31, 2001 and 2000, the carrying value of such property aggregated $491.3 million and $221.6 million, respectively.
On June 25, 2001, WRI entered into two forward-starting interest rate swap contracts with a notional amount of $188.7 million. These contracts were designated as a cash flow hedge of forecasted interest payments for $200 million of unsecured notes with a coupon of 7% that were sold on July 12, 2001. Concurrent with the sale of the 7% notes, we settled our $188.7 million forward-starting interest rate swap contracts, resulting in a gain of $1.6 million recorded in accumulated other comprehensive income. This $1.6 million gain is being amortized to earnings over the life of the 7% notes.
On July 26, 2001, the Company entered into eleven interest rate swaps with an aggregate notional amount of $107.5 million that convert fixed interest payments at rates from 6.35% to 7.35% to variable interest payments. These interest rate swaps have been designated as fair value hedges. We have determined that these contracts will be highly effective in limiting our risk of changes in the fair value of the fixed-rate notes attributable to changes in variable interest rates.
WRI has two interest rate swap contracts with an aggregate notional amount of $20 million that serve as a hedge against changes in interest rates on a like amount of our $350 million variable-rate revolving credit facility. Such contracts, which expire in 2004, have been outstanding since their purchase in 1992 and fix the interest rate at 7.7%. We also entered into two additional interest rate swaps for a notional amount of $25 million each which serve as hedges against changes in interest rates on two separate $25 million variable-rate medium term notes which mature in 2002 and 2003. These swaps fix the interest rates on the medium term notes at 7.0% and 6.8% for the two-year and three-year notes, respectively.
The interest rate swaps increased interest expense and decreased net income by $.8 million in 2001, $.5 million in 2000 and $1.0 million in 1999. The interest rate swaps increased the average rate for our debt by .1% for 2001 and 2000 and .2% for 1999. WRI could be exposed to credit losses in the event of non-performance by the counter-party; however, the likelihood of such non-performance is remote.
In January 2000, WRI issued $10.5 million of ten-year 8.25% fixed-rate, unsecured medium term notes. In connection with this debt issuance, we entered into a ten-year interest rate swap agreement with a notional amount of $10.5 million to swap 8.25% fixed-rate interest for floating-rate interest. On January 4, 2001, we terminated this swap with the counter-party, resulting in the receipt of $.9 million. As the swap was accounted for as a hedge of the medium term note, the gain is being amortized over the remaining life of the note, which lowers the effective interest rate on the note to 7.4%.
In July 2000, the Company issued a two-year $25 million variable-rate, unsecured medium term note that bears interest at 50 basis points over LIBOR and a three-year $25 million variable-rate note that bears interest at 60 basis points over LIBOR. At the time of issuance, the interest rates were 7.23% and 7.33%, respectively. During November and December of 2000, we entered into interest rate swap agreements which fix the interest rates on these notes.
In December 2000, we completed three fixed-rate medium term note transactions totaling $36 million which included a twelve-year $11 million note bearing interest at 7.5%, a ten-year $10 million note bearing interest at 7.4% and a ten-year $15 million note bearing interest at 7.5%.
In conjunction with acquisitions completed during 2001, we assumed $165.0 million of non-recourse debt secured by the related properties. The weighted average interest rate on this debt is 8.22%, and the average remaining life is 7.8 years. Additionally, ten-year non-recourse debt secured by retail
properties held by joint ventures in which we participate was issued during 2001, our share of which totaled $5.4 million. The weighted average interest rate on this debt is 7.3%.
In the third quarter of 1999, WRI filed a $400 million shelf registration statement with the SEC, which allows for the issuance of debt or equity securities or warrants. The unused portion of the shelf registration was $83.0 million at December 31, 2001 and $18.0 million following the issuance of $65 million medium term notes in early 2002.
In March 2001, we filed a $500 million shelf registration statement, of which $398.9 million is currently available.
WRI's debt can be summarized as follows (in thousands):
DECEMBER 31,
--------------------------
2001 2000
------------ ------------
As to interest rate (including the effects of
interest rate swaps):
Fixed-rate debt . . . . . . . . . . . . . . . . .$ 780,500 $ 572,783
Variable-rate debt. . . . . . . . . . . . . . . . 290,335 219,570
------------ ------------
Total . . . . . . . . . . . . . . . .$ 1,070,835 $ 792,353
============ ============
|
As to collateralization:
Unsecured debt. . . . . . . . . . . . . . . . . .$ 798,524 $ 669,106
Secured debt. . . . . . . . . . . . . . . . . . . 272,311 123,247
------------ ------------
Total . . . . . . . . . . . . . . . .$ 1,070,835 $ 792,353
============ ============
|
Subsequent to year end, we completed two medium term note transactions totaling $65 million which included a twelve-year $35 million note bearing interest at 6.7% and a twelve-year $30 million note bearing interest at 6.5%.
Scheduled principal payments on our debt (excluding $134.5 million due under our revolving credit agreements, $50.0 million term loan, $21 million of capital leases and $1.0 million market value of rate swaps) are due during the following years (in thousands):
2002 . . . . . . $ 58,781 2003 . . . . . . 53,925 2004 . . . . . . 55,755 2005 . . . . . . 66,057 2006 . . . . . . 53,603 2007 . . . . . . 59,984 2008 . . . . . . 162,231 2009 . . . . . . 56,068 2010 . . . . . . 39,771 2011 . . . . . . 231,683 Thereafter . . . 26,365 |
Various debt agreements contain restrictive covenants, the most restrictive of which requires WRI to maintain a pool of qualifying assets, as defined, of not less than 185% of unsecured debt. Other restrictions include minimum interest and fixed charge coverage ratios, minimum unencumbered interest coverage ratios, minimum net worth requirements and both secured and unsecured debt to total asset value measures. Management believes that WRI is in compliance with all restrictive covenants.
NOTE 4. PREFERRED SHARES
In February 1998, WRI issued $75 million of 7.44% Series A cumulative redeemable preferred shares with a liquidation preference of $25 per share. The shares are callable at WRI's option any time after March 31, 2003 and have no stated maturity. In October 1998, WRI issued $90 million of 7.125% Series B cumulative redeemable preferred shares with a liquidation preference of $25 per share and no stated maturity. WRI can elect to redeem the shares anytime after October 20, 2003. The Series B shares are redeemable by the holder only upon their death and are also redeemable in either cash or common shares at our option. There are limitations on the number of shares per shareholder and in the aggregate that may be redeemed per year. In January 1999, WRI issued $115 million of 7.0% Series C cumulative redeemable preferred shares with a liquidation preference of $50 per share and no stated maturity. WRI can elect to redeem these shares anytime after March 15, 2004. The redemption rights of the shareholders and the related restrictions are effectively the same as for the Series B preferred shares.
NOTE 5. COMMON SHARES
On January 29, 2001, we issued 4.5 million common shares of beneficial interest. In February 2001, the underwriters exercised their over-allotment option and purchased an additional 200,000 shares. Net proceeds to WRI totaled $188.1 million based on a price of $42.19 per share. In May 2001, we issued 690,000 common shares of beneficial interest. Net proceeds of $27.9 million were based on a price of $42.85 per share. In November 2001, we issued 1.8 million common shares of beneficial interest. Net proceeds of $86.0 million were based on a price of $50.20 per share. Proceeds from these offerings were used to pay down amounts outstanding under our $350 million revolving credit facility.
In February 2002, we issued 198,098 common shares of beneficial interest. Net proceeds to WRI totaled $9.5 million based on a price of $50.48 per share and will be used to pay down amounts outstanding under our $350 million revolving credit facility.
In February 2002, a three-for-two stock split was declared for shareholders of record on April 1, 2002, payable April 15, 2002.
NOTE 6. PROPERTY
WRI's property consists of the following (in thousands):
DECEMBER 31,
--------------------------
2001 2000
------------ ------------
Land . . . . . . . . . . . . . . $ 439,332 $ 329,082
Land held for development. . . . 24,131 23,924
Land under development . . . . . 56,414 38,181
Buildings and improvements . . . 1,750,059 1,303,595
Construction in-progress . . . . 82,457 33,632
------------ ------------
Total. . . . . . . . . $ 2,352,393 $ 1,728,414
============ ============
|
The following carrying charges were capitalized (in thousands):
DECEMBER 31,
-------------------------------
2001 2000 1999
--------- --------- ---------
Interest . . . . . . . . . . . . $ 9,698 $ 4,204 $ 3,037
Ad valorem taxes . . . . . . . . 383 333 326
--------- --------- ---------
Total. . . . . . . . . $ 10,081 $ 4,537 $ 3,363
========= ========= =========
|
During 2001, WRI acquired 30 shopping centers and four industrial properties. These transactions added 6.1 million square feet to our portfolio and represent an investment of $518.6 million. In 2001, WRI acquired land at seven separate locations for the development of retail shopping centers. During 2001, we invested $76.9 million in new developments.
NOTE 7. INVESTMENTS IN REAL ESTATE JOINT VENTURES
WRI owns interests in 15 joint ventures or limited partnerships where we do not exercise financial and operating control. These partnerships are accounted for under the equity method since WRI exercises significant influence. Our interests in these joint ventures and limited partnerships range from 20% to 75% and, with the exception of one partnership which owns seven industrial properties, each venture owns a single real estate asset. Combined condensed financial information of these ventures is summarized as follows (in thousands):
DECEMBER 31,
----------------------
2001 2000
---------- ----------
Combined Balance Sheets
Property . . . . . . . . . . . . . . . $ 171,344 $ 176,247
Accumulated depreciation . . . . . . . (24,941) (21,755)
---------- ----------
Property - net. . . . . . . . . . 146,403 154,492
Other assets . . . . . . . . . . . . . 11,373 10,800
---------- ----------
Total . . . . . . . . . $ 157,776 $ 165,292
========== ==========
Debt . . . . . . . . . . . . . . . . . $ 76,635 $ 77,274
Amounts payable to WRI . . . . . . . . 9,270 16,622
Other liabilities. . . . . . . . . . . 4,705 5,359
Accumulated equity . . . . . . . . . . 67,166 66,037
---------- ----------
Total . . . . . . . . . $ 157,776 $ 165,292
========== ==========
|
YEARS ENDED DECEMBER 31,
----------------------------
2001 2000 1999
-------- -------- --------
Combined Statements of Income
Revenues. . . . . . . . . . . . . . . $ 25,548 $ 21,301 $ 10,960
-------- -------- --------
Expenses:
Interest. . . . . . . . . . . . . . 7,082 6,427 1,538
Depreciation and amortization . . . 4,519 3,924 1,991
Operating . . . . . . . . . . . . . 3,578 3,208 1,943
Ad valorem taxes. . . . . . . . . . 3,294 2,731 1,280
General and administrative. . . . . 46 18 16
-------- -------- --------
Total. . . . . . . . . . . . . 18,519 16,308 6,768
-------- -------- --------
Gain on sales of property . . . . . . 2,854 5
-------- -------- --------
Net income. . . . . . . . . . . . . . $ 9,883 $ 4,993 $ 4,197
======== ======== ========
|
Our investment in real estate joint ventures, as reported on the balance sheets, differs from our proportionate share of the joint ventures' underlying net assets due to basis differentials which arose upon the transfer of assets from WRI to the joint ventures. This basis differential which totaled $5.0 million and $5.1 million at December 31, 2001 and 2000, respectively, is depreciated over the useful lives of the related assets.
Fees earned by WRI for the management of these joint ventures totaled, in millions, $.5 in 2001, $.4 in 2000 and $.1 in 1999.
In December 1999, WRI sold seven industrial properties totaling 2.0 million square feet to a limited partnership in which we retained 20% ownership. WRI serves as general partner. WRI loaned $41.4 million to the partnership until August of 2000, at which time the loan was replaced with a ten-year non-recourse third party mortgage with an interest rate of 8.1%.
Two shopping centers were acquired in June and one in August of 2000 in joint ventures with an institutional investor. WRI loaned these three partnerships an aggregate of $32.0 million which was replaced with ten-year non-recourse third party mortgages with a weighted average interest rate of 7.8%.
In August of 2001, WRI sold its interests in two joint ventures which owned mini-storage warehouses resulting in a gain of $2.9 million.
NOTE 8. RELATED PARTY TRANSACTIONS
WRI has mortgage bonds and notes receivable from WRI Holdings, Inc. of $4.0 million and $3.8 million, net of deferred gain of $3.0 million at December 31, 2001 and 2000, respectively. WRI and WRI Holdings share certain directors and are under common management. Unimproved land and an investment in a joint venture which owns a motor hotel collateralize these receivables. The bonds and notes bear interest at rates of 16% and prime plus 1%, respectively. However, due to WRI Holdings' poor financial condition, WRI has limited the recognition of interest income for financial statement purposes to the amount of cash payments received. WRI did not receive any interest payments in 2001 or 2000 and does not anticipate receiving such payments in the near term. No interest income has been recognized for financial reporting purposes in the last three years.
In December 1999, undeveloped land from WRI Holdings of 102.6 acres was sold and the net proceeds of $8.1 million were used to pay down amounts outstanding under mortgage bonds and notes payable to WRI.
WRI's unrecorded receivable for interest on the mortgage bonds and notes receivable was $26.2 million and $23.6 million at December 31, 2001 and 2000, respectively. Interest income not recognized by WRI for financial reporting purposes aggregated, in millions, $2.5, $2.7 and $4.2 for 2001, 2000 and 1999, respectively. WRI does not anticipate recovery of the unrecorded receivable in the future.
WRI owns interests in several joint ventures and partnerships. Notes receivable from these entities bear interest at 4.25% to 10% at December 31, 2001, are due at various dates through 2028 and are generally secured by real estate assets. WRI recognized interest income on these notes as follows, in millions: $.6 in 2001; $3.1 in 2000 and $1.0 in 1999.
JPMorgan Chase Bank is a significant participant in and the agent for the banks that provide WRI's $350 million revolving credit agreement and is a counter-party in 13 interest rate swap agreements with WRI. An executive officer of J.P. Morgan Chase & Co. serves on the WRI Board of Trustees.
NOTE 9. FEDERAL INCOME TAX CONSIDERATIONS
Federal income taxes are not provided because WRI believes it qualifies as a REIT under the provisions of the Internal Revenue Code. Shareholders of WRI include their proportionate taxable income in their individual tax returns. As a REIT, we must distribute at least 90% (95% in 2000 and 1999) of our ordinary taxable income to our shareholders and meet certain income source and investment restriction requirements.
Taxable income differs from net income for financial reporting purposes principally because of differences in the timing of recognition of interest, ad valorem taxes, depreciation, rental revenue and pension expense. As a result of these differences, the tax basis of our net assets exceeds the book value by $1.4 million at December 31, 2001.
For federal income tax purposes, the cash dividends distributed to common shareholders are characterized as follows:
2001 2000 1999
-------- -------- --------
Ordinary income . . . . . . . . . . . . . . . . . 92.2% 87.1% 84.2%
Return of capital (generally non-taxable) . . . . 6.2 12.7 4.0
Capital gain distributions. . . . . . . . . . . . 1.6 .2 11.8
-------- -------- --------
Total . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0%
======== ======== ========
|
NOTE 10. LEASING OPERATIONS
WRI's lease terms range from less than one year for smaller tenant spaces to over twenty-five years for larger tenant spaces. In addition to minimum lease payments, most of the leases provide for contingent rentals (payments for taxes, maintenance and insurance by lessees and for an amount based on a percentage of the tenants' sales). Future minimum rental income from non-cancelable tenant leases at December 31, 2001, in millions, is: $248.9 in 2002; $220.9 in 2003; $190.0 in 2004; $158.1 in 2005; $125.1 in 2006 and $644.8 thereafter. The future minimum rental amounts do not include estimates for contingent rentals. Such contingent rentals, in millions, aggregated $64.0 in 2001, $50.3 in 2000 and $44.5 in 1999.
NOTE 11. COMMITMENTS AND CONTINGENCIES
WRI leases land from the owners and then subleases these properties to other
parties. Future minimum rental payments under these operating leases, in
millions, are: $1.5 in 2002; $1.4 in 2003; $1.2 in 2004; $1.0 in 2005, $1.0 in
2006; and $19.1 thereafter. Future minimum rental payments on these leases have
not been reduced by future minimum sublease rentals aggregating $21.4 million
through 2036 that are due under various non-cancelable subleases. Rental
expense (including insignificant amounts for contingent rentals) for operating
leases aggregated, in millions: $2.8 in 2001, $2.5 in 2000 and $3.8 in 1999.
Sublease rental revenue (excluding amounts for improvements constructed by WRI
on the leased land) from these leased properties was as follows, in millions:
$3.0 in 2001, $3.1 in 2000 and $2.9 in 1999.
Property under capital leases, consisting of four shopping centers, aggregated $29.1 million at December 31, 2001 and 2000, respectively, and is included in buildings and improvements. Amortization of property under capital leases is included in depreciation and amortization expense. Future minimum lease payments under these capital leases total $65.4 million, with annual payments due, in millions, of $1.8 in 2002; $1.9 in each of 2003, 2004 and 2005; $2.0 in 2006 and $55.9 thereafter. The amount of these total payments representing interest is $31.8 million. Accordingly, the present value of the net minimum lease payments is $33.6 million at December 31, 2001.
In 1998 and 1997, WRI formed limited partnerships to acquire certain property. WRI exercises operating and financial control of the partnerships and consolidates their operations in the accompanying consolidated financial statements. The partnership agreements allow for the outside limited partners to put their interests to the partnership for the original consideration of $5.7 million payable in cash or WRI common shares at the option of WRI. In 2000, WRI issued .1 million common shares of beneficial interest valued at $3.6 million in exchange for certain of these limited partnership interests.
WRI is involved in various matters of litigation arising in the normal course of business. While WRI is unable to predict with certainty the amounts involved, WRI's management and counsel are of the opinion that, when such litigation is resolved, WRI's resulting liability, if any, will not have a material effect on WRI's consolidated financial statements.
NOTE 12. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of WRI's financial instruments was determined using available market information and appropriate valuation methodologies as of December 31, 2001. Unless otherwise described below, all other financial instruments are carried at amounts which approximate their fair values.
Based on rates currently available to WRI for debt with similar terms and average maturities, fixed-rate debt with carrying values of $780.5 million and $572.8 million have fair values of approximately $816.9 million and $575.9 million at December 31, 2001 and 2000, respectively. The fair value of WRI's variable-rate debt approximates its carrying values of $290.3 million and $219.6 million at year-end 2001 and 2000, respectively.
NOTE 13. SHARE OPTIONS AND AWARDS
WRI had an incentive share option plan, which provided for the issuance of options and share awards up to a maximum of 700,000 common shares that expired in December 1997. Options granted under this plan become exercisable in equal increments over a three-year period. WRI has an additional share option plan, which grants 100 share options to every employee of WRI, excluding officers, upon completion of each five-year interval of service. This plan, which expires in 2002, provides options for a maximum of 100,000 common shares. Options granted under this plan are exercisable immediately. For both of these share option plans, options are granted to employees of WRI at an exercise price equal to the quoted fair market value of the common shares on the date the options are granted and expire upon termination of employment or ten years from the date of grant.
In 2001, WRI granted .3 million share options under a compensatory incentive share plan. This plan, which expires in 2002, provides for the issuance of up to 1,750,000 shares, either in the form of restricted shares or share options. Prior to 2000, the restricted shares generally vested over a ten-year period, with potential acceleration of vesting due to appreciation in the market value of our common shares. Beginning in 2000, the vesting period is five years. The share options granted to non-officers vest over a three-year period beginning one year after the date of grant and over a seven-year period beginning two years after the date of grant for officers. Share options were granted at the quoted fair market value on the date of grant. Restricted shares are issued at no cost to the employee, and as such we recognized compensation expense relating to restricted shares as follows, in millions: $.8 in 2001 and $.3 in 2000 and 1999.
In April 2001, the Company adopted the 2001 Long Term Incentive Plan for the issuance of options and share awards up to a maximum of one million common shares. The plan expires in April 2011.
WRI does not recognize compensation cost for share options when the option exercise price equals or exceeds the quoted fair market value on the date of the grant. Had we determined compensation cost for our share option and award plans based on the fair value of the options granted at the grant dates, our proforma net income available to common shareholders would have been as follows, in millions: $88.3, $58.7 and $75.9 in 2001, 2000 and 1999, respectively. Proforma net income per common share - basic would have been $2.75, $2.19 and $2.84 in 2001, 2000 and 1999, respectively.
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing method with the following weighted-average assumptions in 2001, 2000 and 1999, respectively: dividend yield of 6.6%, 6.9% and 7.3%; expected volatility of 15.3%, 15.4% and 18.1%; expected lives of 7.4, 7.4 and 6.9 and risk-free interest rates of 5.1%, 5.1% and 6.6%.
Following is a summary of the option activity for the three years ended December 31, 2001:
SHARES WEIGHTED
UNDER AVERAGE
OPTION EXERCISE PRICE
----------- --------------
Outstanding, January 1, 1999 . . . . . 1,152,779 $ 37.99
Granted. . . . . . . . . . . . . . . . 17,900 41.29
Canceled . . . . . . . . . . . . . . . (14,800) 40.23
Exercised. . . . . . . . . . . . . . . (39,089) 32.95
-----------
Outstanding, December 31, 1999 . . . . 1,116,790 38.19
Granted. . . . . . . . . . . . . . . . 371,801 42.17
Canceled . . . . . . . . . . . . . . . (27,800) 42.17
Exercised. . . . . . . . . . . . . . . (45,000) 34.40
-----------
Outstanding, December 31, 2000 . . . . 1,415,791 39.28
Granted. . . . . . . . . . . . . . . . 351,640 46.59
Canceled . . . . . . . . . . . . . . . (110,900) 37.79
Exercised. . . . . . . . . . . . . . . (286,434) 36.76
-----------
Outstanding, December 31, 2001 . . . . 1,370,097 $ 41.80
===========
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The number of share options exercisable at December 31, 2001, 2000 and 1999 was, in millions: .7, .9 and .7, respectively. Options exercisable at year-end 2001 had a weighted average exercise price of $38.94. The weighted average fair value per share of options granted during 2001, 2000 and 1999 was $3.64, $2.92 and $4.25, respectively. Share options outstanding at December 31, 2001 had exercise prices ranging from $25.00 to $49.04 and a weighted average remaining contractual life of 6.6 years. Approximately 98% of the options outstanding at year-end 2001 have exercise prices between $37.00 and $49.04 and a weighted average contractual life of 6.6 years. There were 1.4 million common shares available for the future grant of options or awards at December 31, 2001.
NOTE 14. EMPLOYEE BENEFIT PLANS
WRI has a Savings and Investment Plan to which eligible employees may elect to contribute from 1% of their salaries to the maximum amount established annually by the Internal Revenue Service. Employee contributions are matched by WRI at the rate of $.50 per $1.00 for the first 6% of the employee's salary. The employees vest in the employer contributions ratably over a six-year period. Compensation expense related to the plan was $.4 million in 2001 and $.3 million in 2000 and 1999.
Effective April 1, 1999, WRI adopted an Employee Share Purchase Plan under which 250,000 WRI common shares have been authorized. These shares, as well as common shares purchased by WRI on the open market, are made available for sale to employees at a discount of 15%. Shares purchased by the employee under the plan are restricted from being sold for two years from the date of purchase or until termination of employment with WRI. A total of 10,574 and 9,759 shares were purchased by employees at an average price of $38.76 and $37.73 during 2001 and 2000, respectively.
WRI has a defined benefit pension plan covering substantially all of its employees. The benefits are based on years of service and the employee's compensation during the last five years of service. Our funding policy is to make annual contributions as required by applicable regulations; however, we
have not been required to make contributions for any of the past three years. Reconciliation of the benefit obligation, plan assets at fair value and the funded status of the plan are as follows (in thousands):
2001 2000
--------- ---------
Benefit obligation at beginning of year . . . . . . . . $ 11,129 $ 10,703
Service cost. . . . . . . . . . . . . . . . . . . . . . 556 539
Interest cost . . . . . . . . . . . . . . . . . . . . . 825 746
Actuarial gain. . . . . . . . . . . . . . . . . . . . . (19) (640)
Benefit payments. . . . . . . . . . . . . . . . . . . . (294) (219)
--------- ---------
Benefit obligation at end of year . . . . . . . . . . . $ 12,197 $ 11,129
========= =========
Fair value of plan assets at beginning of year. . . . . $ 12,243 $ 12,057
Actual return on plan assets. . . . . . . . . . . . . . (1,095) 405
Benefit payments. . . . . . . . . . . . . . . . . . . . (322) (219)
--------- ---------
Fair value of plan assets at end of year. . . . . . . . $ 10,826 $ 12,243
========= =========
Plan assets at fair value less benefit obligation . . . $ (1,371) $ 1,114
Unrecognized gain . . . . . . . . . . . . . . . . . . . (432) (2,785)
--------- ---------
Pension liability . . . . . . . . . . . . . . . . . . . $ (1,803) $ (1,671)
========= =========
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The components of net periodic pension cost are as follows (in thousands):
2001 2000 1999
-------- -------- --------
Service cost . . . . . . . . . . . . . . . . . $ 556 $ 539 $ 533
Interest cost. . . . . . . . . . . . . . . . . 825 746 729
Expected return on plan assets . . . . . . . . (1,092) (1,075) (950)
Prior service cost . . . . . . . . . . . . . . 8
Recognized gains . . . . . . . . . . . . . . . (158) (281) (59)
-------- -------- --------
Total . . . . . . . . . . . . . $ 131 $ (71) $ 261
======== ======== ========
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Assumptions used to develop periodic expense and the actuarial present value of the benefit obligations were:
2001 2000 1999
------ ------ ------
Weighted average discount rate. . . . . . . . . . . . . . . 7.5% 7.5% 7.5%
Expected long-term rate of return on plan assets. . . . . . 9.0% 9.0% 9.0%
Rate of increase in compensation levels . . . . . . . . . . 5.0% 5.0% 5.0%
|
In December of 2001, WRI informed the participants that their accrual of benefits under this plan would cease effective December 31, 2001, but would be replaced by another plan. We do not anticipate any gain or loss relating to this change.
WRI also has a non-qualified supplemental retirement plan for officers of WRI, which provides for benefits in excess of the statutory limits of its defined benefit pension plan. The obligation is funded in a grantor trust with our common shares. We recognized expense as follows, in millions: $.4 in 2001 and $.3 in 2000 and 1999.
NOTE 15. SEGMENT INFORMATION
The operating segments presented are the segments of WRI for which separate financial information is available, and operating performance is evaluated regularly by senior management in deciding how to allocate resources and in assessing performance. WRI evaluates the performance of its operating segments based on net operating income that is defined as total revenues less operating expenses and ad valorem taxes. Management does not consider the effect of gains or losses from the sale of property in evaluating ongoing operating performance.
The shopping center segment is engaged in the acquisition, development and management of real estate, primarily anchored neighborhood and community shopping centers located in Texas, California, Louisiana, Arizona, Nevada, Arkansas, New Mexico, Oklahoma, Tennessee, Kansas, Colorado, Missouri, Illinois, Florida, North Carolina, Mississippi and Maine. The customer base includes supermarkets, discount retailers, drugstores and other retailers who generally sell basic necessity-type commodities. The industrial segment is engaged in the acquisition, development and management of bulk warehouses and office/service centers. Its properties are located in Texas, Nevada, Georgia, Florida and Tennessee, and the customer base is diverse. Included in "Other" are corporate-related items, insignificant operations and costs that are not allocated to the reportable segments.
Information concerning WRI's reportable segments is as follows (in thousands):
SHOPPING
CENTER INDUSTRIAL OTHER TOTAL
----------- ------------ --------- ------------
2001
Revenues . . . . . . . . . . . . . . . . . . $ 277,647 $ 32,148 $ 5,097 $ 314,892
Net operating income . . . . . . . . . . . . 200,372 22,256 4,862 227,490
Equity in earnings of joint ventures . . . . 3,696 1,909 (58) 5,547
Investment in real estate joint ventures . . 25,094 648 25,742
Total assets . . . . . . . . . . . . . . . . 1,775,131 222,005 98,611 2,095,747
Capital expenditures . . . . . . . . . . . . 615,144 44,083 3,306 662,533
2000:
Revenues . . . . . . . . . . . . . . . . . . $ 215,780 $ 27,500 $ 6,954 $ 250,234
Net operating income . . . . . . . . . . . . 155,003 18,826 7,277 181,106
Equity in earnings of joint ventures . . . . 3,410 907 (174) 4,143
Investment in real estate joint ventures . . 25,802 1,046 26,848
Total assets . . . . . . . . . . . . . . . . 1,229,340 185,938 83,199 1,498,477
Capital expenditures . . . . . . . . . . . . 237,071 22,532 594 260,197
1999:
Revenues . . . . . . . . . . . . . . . . . . $ 193,163 $ 27,556 $ 3,376 $ 224,095
Net operating income . . . . . . . . . . . . 137,315 19,653 4,866 161,834
Equity in earnings of joint ventures . . . . 3,277 398 (21) 3,654
Investment in real estate joint ventures . . 17,197 481 17,678
Total assets . . . . . . . . . . . . . . . . 1,048,408 159,464 104,874 1,312,746
Capital expenditures . . . . . . . . . . . . 184,323 49,469 11,095 244,887
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Net operating income reconciles to income before extraordinary charge as shown on the Statements of Consolidated Income and Comprehensive Income as follows (in thousands):
----------------------------------
2001 2000 1999
---------- ---------- ----------
Total segment net operating income . . . . . . . $ 227,490 $ 181,106 $ 161,834
Less:
Depreciation and amortization. . . . . . . . 68,316 54,597 48,668
Interest. . . . . . . . . . . . . .. . . . . 54,473 43,190 32,792
General and administrative. . . . .. . . . . 9,570 8,213 7,513
Minority interest in partnerships .. . . . . 475 630 789
Equity in earnings of joint ventures . . . . (5,547) (4,143) (3,654)
Gain on sales of property . . . . .. . . . . (8,339) (382) (20,594)
---------- ---------- ----------
Income before extraordinary charge.. . . . . . . $ 108,542 $ 79,001 $ 96,320
========== ========== ==========
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NOTE 16. BANKRUPTCY REMOTE PROPERTIES
On April 2, 2001, we purchased 19 supermarket-anchored shopping centers, aggregating 2.5 million square feet, in California. The purchase price for the properties was $277.5 million, including the assumption of approximately $132 million in debt secured by all 19 properties.
These 19 properties, having a net book value of approximately $275.1 million at December 31, 2001 (collectively the "Bankruptcy Remote Properties", and each a "Bankruptcy Remote Property"), are wholly owned by various "Bankruptcy Remote Entities". Each Bankruptcy Remote Entity is an indirect subsidiary of the Company. The assets of each Bankruptcy Remote Entity, including the respective Bankruptcy Remote Property or Properties owned by each, are owned by that Bankruptcy Remote Entity alone and are not available to satisfy claims that any creditor may have against the Company, its affiliates, or any other person or entity. No Bankruptcy Remote Entity has agreed to pay or make its assets available to pay creditors of the Company, any of its affiliates, or any other person or entity. Neither the Company nor any of its affiliates has agreed to pay or make its assets available to pay creditors of any Bankruptcy Remote Entity (other than any agreement by a Bankruptcy Remote Entity to pay its own creditors). No affiliate of any Bankruptcy Remote Entity has agreed to pay or make its assets available to pay creditors of any Bankruptcy Remote Entity.
The accounts of the Bankruptcy Remote Entities are included in WRI's consolidated financial statements, as WRI owns, indirectly, 100% of each of the entities. Additionally, WRI, through its wholly owned subsidiaries, makes all day-to-day operating and financial decisions with respect to these properties, subject to approval by the loan servicing agent for the certain significant transactions. WRI has the right to prepay the loan, subject to prepayment penalties, at any time, which would eliminate all encumbrances and restrictions.
NOTE 17. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
During the year ended December 31, 2001, WRI acquired 30 retail centers and four industrial projects totaling $518.6 million. The pro forma financial information for the years ended December 31, 2001 and 2000 is based on the historical statements of WRI after giving effect to the acquisitions as if such acquisitions took place on January 1, 2001 and 2000, respectively.
The pro forma financial information shown below is presented for informational purposes only and may not be indicative of results that would have actually occurred if the acquisitions had been in effect at the dates indicated, nor does it purport to be indicative of the results that may be achieved in the future (in thousands, except per share amounts).
DECEMBER 31,
----------------------
2001 2000
---------- ----------
Pro forma revenues . . . . . . . . . . . . . . . . . . . . $ 341,471 $ 319,709
========== ==========
Pro forma net income available to common shareholders. . . $ 92,931 $ 61,883
========== ==========
Pro forma net income per common share - basic. . . . . . . $ 2.90 $ 2.31
========== ==========
Pro forma net income per common share - diluted. . . . . . $ 2.89 $ 2.31
========== ==========
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NOTE 18. QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized quarterly financial data is as follows (in thousands, except per share amounts):
FIRST SECOND THIRD FOURTH
--------- --------- --------- ---------
2001:
Revenues. . . . . . . . . . . . . .. . . . . . . $ 67,625 $ 78,979 $ 82,460 $ 85,828
Net income available to common shareholders. . . 20,392 20,971 22,379 25,097 (1)
Net income per common share - basic. . . . . . . 0.68 0.65 0.69 0.75 (1)
Net income per common share - diluted. . . . . . 0.68 0.65 0.69 0.74 (1)
2000:
Revenues. . . . . . . . . . . . . .. . . . . . . $ 59,302 $ 61,566 $ 63,676 $ 65,690
Net income available to common shareholders. . . 14,441 14,968 14,852 14,700
Net income per common share - basic. . . . . . . 0.54 0.56 0.55 0.55
Net income per common share - diluted. . . . . . 0.54 0.56 0.55 0.54
(1) Increase is primarily the result of a gains on the sale of
property during the quarter.
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****
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. TRUST MANAGERS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to WRI's Trust Managers and executive officers is incorporated herein by reference to the "Election of Trust Managers" and "Executive Officers" sections of WRI's definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 29, 2002.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to the "Executive Compensation" section of WRI's definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 29, 2002.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference to the "Share Ownership of Certain Beneficial Owners" section of WRI's definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 29, 2002.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to the "Compensation Committee Interlocks and Insider Participation" section of WRI's definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 29, 2002.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements and Financial Statement Schedules: PAGE
----
(1) (A) Independent Auditors' Report. . . . . . . . . . . . . . . 26
(B) Financial Statements
(i) Statements of Consolidated Income and
Comprehensive Income for the years ended
December 31, 2001, 2000 and 1999. . . . . . . . 27
(ii) Consolidated Balance Sheets as of
December 31, 2001 and 2000 . . . . . . . . . . . 28
(iii) Statements of Consolidated Cash Flows for the
years ended December 31, 2001, 2000 and 1999. . 29
(iv) Statements of Consolidated Shareholders'
Equity for the years ended
ended December 31, 2001, 2000 and 1999 . . . 30
(v) Notes to Consolidated Financial Statements. . . . 31
(2) Financial Statement Schedules:
SCHEDULE PAGE
-------- ----
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II Valuation and Qualifying Accounts . . . . . . . . 51 III Real Estate and Accumulated Depreciation. . . . . 52 IV Mortgage Loans on Real Estate . . . . . . . . . . 54
All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the consolidated financial statements and notes hereto.
(b) Reports on Form 8-K
Form 8-K, dated October 26, 2001, was filed to report significant acquisitions in response to Item 2., Acquisition or Disposition of Assets and Item 7., Financial Statements, Pro Forma Financial Information and Exhibits.
A Form 8-K/A, dated October 29, 2001, was filed to supplement information previously filed on October 26, 2001 in response to Item 2., Acquisition or Disposition of Assets and Item 7., Financial Statements, Pro Forma Financial Information and Exhibits.
Form 8-K, dated October 29, 2001, was filed to report an event in response to Item 5., Other Events and Item 7., Financial Statements, Pro Forma Financial Information and Exhibits.
Form 8-K, dated November 29, 2001, was filed to report an event in response to Item 5., Other Events and Item 7., Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
3.1 - Restated Declaration of Trust (filed as Exhibit 3.1 to WRI's
Registration Statement on Form 8-A dated January 19, 1999 and
incorporated herein by reference).
3.2 - Amendment of the Restated Declaration of Trust (filed as
Exhibit 3.2 to WRI's Registration Statement on Form 8-A dated
January 19, 1999 and incorporated herein by reference).
3.3 - Second Amendment of the Restated Declaration of Trust (filed
as Exhibit 3.3 to WRI's Registration Statement on Form 8-A
dated January 19, 1999 and incorporated herein by reference).
3.4 - Third Amendment of the Restated Declaration of Trust (filed
as Exhibit 3.4 to WRI's Registration Statement on Form 8-A
dated January 19, 1999 and incorporated herein by reference).
3.5* - Fourth Amendment of the Restated Declaration of Trust dated
April 28, 1999.
3.6* - Fifth Amendment of the Restated Declaration of Trust dated
April 20, 2001.
3.7 - Amended and Restated Bylaws of WRI (filed as Exhibit 99.2 to
WRI's Registration Statement on Form 8-A dated February 23,
1998 and incorporated herein by reference).
4.1 - Third Amended Promissory Note, as restated, effective as of
January 1, 1992, executed by WRI Holdings, Inc., pursuant to
which it may borrow up to the principal sum of $40,000,000
from WRI (filed as Exhibit 10.8 to WRI's Annual Report on
Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference).
4.2 - Master Promissory Note in the amount of $20,000,000 between
WRI, as payee, and Chase Bank of Texas, National Association
(formerly, Texas Commerce Bank National Association), as
maker, effective December 30, 1998 (filed as Exhibit 4.15 to
WRI's Annual Report on Form 10-K for the year ended December
31, 1999 and incorporated herein by reference).
4.3 - Senior Indenture dated as of May 1, 1995 between WRI and
Chase Bank of Texas, National Association (formerly, Texas
Commerce Bank National Association), as trustee (filed as
Exhibit 4(a) to WRI's Registration Statement on Form S-3 (No.
33-57659) and incorporated herein by reference).
4.4 - Subordinated Indenture dated as of May 1, 1995 between WRI
and Chase Bank of Texas, National Association (formerly,
Texas Commerce Bank National Association) (filed as Exhibit
4(b) to WRI's Registration Statement on Form S-3 (No.
33-57659) and incorporated herein by reference).
4.5 - Form of Fixed Rate Senior Medium Term Note (filed as Exhibit
4.19 to WRI's Annual Report on Form 10-K for the year ended
December 31, 1998 and incorporated herein by reference).
|
4.6 - Form of Floating Rate Senior Medium Term Note (filed as
Exhibit 4.20 to WRI's Annual Report on Form 10-K for the year
ended December 31, 1998 and incorporated herein by
reference).
4.7 - Form of Fixed Rate Subordinated Medium Term Note (filed as
Exhibit 4.21 to WRI's Annual Report on Form 10-K for the year
ended December 31, 1998 and incorporated herein by
reference).
4.8 - Form of Floating Rate Subordinated Medium Term Note (filed as
Exhibit 4.22 to WRI's Annual Report on Form 10-K for the year
ended December 31, 1998 and incorporated herein by
reference).
4.9 - Statement of Designation of 7.44% Series A Cumulative
Redeemable Preferred Shares (filed as Exhibit 99.3 to WRI's
Current Report on Form 8-A dated February 23, 1998 and
incorporated herein by reference).
4.10 - Statement of Designation of 7.125% Series B Cumulative
Redeemable Preferred Shares (filed as Exhibit 4.2 to WRI's
Current Report on Form 8-K dated October 28, 1998 and
incorporated herein by reference).
4.11 - Statement of Designation of 7.00% Series C Cumulative
Redeemable Preferred Shares (filed as Exhibit 4.1 to WRI's
Registration Statement on Form 8-A dated January 19, 1999 and
incorporated herein by reference).
4.12 - 7.44% Series A Cumulative Redeemable Preferred Share
Certificate (filed as Exhibit 4 to WRI's Current Report on
Form 8-K dated February 23, 1998 and incorporated herein by
reference).
4.13 - 7.125% Series B Cumulative Redeemable Preferred Share
Certificate (filed as Exhibit 4.1 to WRI's Current Report on
Form 8-K dated October 28, 1998 and incorporated herein by
reference).
4.14 - 7.00% Series C Cumulative Redeemable Preferred Share
Certificate (filed as Exhibit 4.2 to WRI's Registration
Statement on Form 8-A dated January 19, 1999 and incorporated
herein by reference).
4.15 - Credit Agreement dated November 21, 2000 among WRI, the
Lenders Party Hereto and the Chase Manhattan Bank as
Administrative Agent (filed as Exhibit 4.25 to WRI's Annual
Report on Form 10-K for the year ended December 31, 2000 and
incorporated herein by reference).
4.16* - Credit Agreement dated July 5, 2001 among WRI, the Lenders
Party Hereto and Commerzbank AG, as Administrative Agent.
4.17* - Form of 7% Notes due 2011.
10.1 - 1988 Share Option Plan of WRI, as amended (filed as Exhibit
10.1 to WRI's Annual Report on Form 10-K for the year ended
December 31, 1990 and incorporated herein by reference).
10.2 - Weingarten Realty Investors Supplemental Retirement Account
Plan, as amended and restated (filed as Exhibit 10.26 to
WRI's Annual Report on Form 10-K for the year ended December
31, 1992 and incorporated herein by reference).
10.3 - The Savings and Investment Plan for Employees of WRI, as
amended (filed as Exhibit 4.1 to WRI's Registration Statement
on Form S-8 (No. 33-25581) and incorporated herein by
reference).
10.4 - The Fifth Amendment to Savings and Investment Plan for
Employees of WRI (filed as Exhibit 4.1.1 to WRI's
Post-Effective Amendment No. 1 to Registration Statement on
Form S-8 (No. 33-25581) and incorporated herein by
reference).
10.5 - The 1993 Incentive Share Plan of WRI (filed as Exhibit 4.1
to WRI's Registration Statement on Form S-8 (No. 33-52473)
and incorporated herein by reference).
10.6 - 1999 WRI Employee Share Purchase Plan (filed as Exhibit 10.6
to WRI's Annual Report on Form 10-K for the year ended
December 31, 1999 and incorporated herein by reference).
10.7* - 2001 Long Term Incentive Plan.
12.1* - Computation of Fixed Charges Ratios.
21.1* - Subsidiaries of the Registrant.
23.1* - Consent of Deloitte & Touche LLP.
24.1* - Power of Attorney (included on first signature page).
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* Filed with this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WEINGARTEN REALTY INVESTORS
By: /s/ Andrew M. Alexander
------------------------
Andrew M. Alexander
Chief Executive Officer
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Date: March 19, 2002
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of Weingarten Realty Investors, a real estate investment trust organized under the Texas Real Estate Investment Trust Act, and the undersigned trust managers and officers of Weingarten Realty Investors hereby constitutes and appoints Andrew M. Alexander, Stanford Alexander, Martin Debrovner, Stephen C. Richter and Joe D. Shafer, or any one of them, its or his true and lawful attorney-in-fact and agent, for it or him and in its or his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this Report, and to file each such amendment to the Report, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorney-in-fact and agent full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as it or he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
By: /s/ Stanford Alexander Chairman March 19, 2002
-------------------------
Stanford Alexander and Trust Manager
By: /s/ Andrew M. Alexander Chief Executive Officer, March 19, 2002
-------------------------
Andrew M. Alexander President and Trust Manager
By: /s/ James W. Crownover Trust Manager March 19, 2002
-------------------------
James W. Crownover
By: /s/ Robert J. Cruikshank Trust Manager March 19, 2002
-------------------------
Robert J. Cruikshank
By: /s/ Martin Debrovner Vice Chairman March 19, 2002
-------------------------
Martin Debrovner and Trust Manager
By: /s/ Melvin Dow Trust Manager March 19, 2002
-------------------------
Melvin Dow
Page 49
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By: /s/ Stephen A. Lasher Trust Manager March 19, 2002
-------------------------
Stephen A. Lasher
By: /s/ Stephen C. Richter Sr. Vice President and March 19, 2002
-------------------------
Stephen C. Richter Chief Financial Officer
By: /s/ Douglas W. Schnitzer Trust Manager March 19, 2002
-------------------------
Douglas W. Schnitzer
By: /s/ Marc J. Shapiro Trust Manager March 19, 2002
-------------------------
Marc J. Shapiro
By: /s/ Joe D. Shafer Vice President/Controller March 19, 2002
-------------------------
Joe D. Shafer (Principal Accounting Officer)
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SCHEDULE II
WEINGARTEN REALTY INVESTORS
VALUATION AND QUALIFYING ACCOUNTS
DECEMBER 31, 2001, 2000 AND 1999
(AMOUNTS IN THOUSANDS)
CHARGED
BALANCE AT TO COSTS CHARGED BALANCE
BEGINNING AND TO OTHER DEDUCTIONS AT END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS (A) PERIOD
--------------------------------------------- ---------- -------- -------- ---------- ---------
2001:
Allowance for Doubtful Accounts. . . . . . $ 1,884 $ 3,764 $ 2,722 $ 2,926
2000:
Allowance for Doubtful Accounts. . . . . . $ 909 $ 1,667 $ 692 $ 1,884
1999:
Allowance for Doubtful Accounts. . . . . . $ 887 $ 1,043 $ 1,021 $ 909
---------
Note A - Write-offs of accounts receivable previously reserved.
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SCHEDULE III
WEINGARTEN REALTY INVESTORS
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
(AMOUNTS IN THOUSANDS)
Total Cost
---------------------------------------
Buildings Projects
and Under Total Accumulated Encumbrances
Land Improvements Development Cost Depreciation (A)
----------- ------------- ------------ ---------- ------------- ------------
SHOPPING CENTERS:
Texas. . . . . . . . . . . . . $ 167,882 $ 668,938 $ 836,820 $ 262,767 $ 18,727
Other States . . . . . . . . . 227,757 823,382 1,051,139 90,839 203,553
----------- ------------- ------------ ---------- ------------- ------------
Total Shopping Centers . . 395,639 1,492,320 1,887,959 353,606 222,280
INDUSTRIAL:
Texas. . . . . . . . . . . . . 31,813 148,621 180,434 32,756
Other States . . . . . . . . . 9,070 37,100 46,170 996
----------- ------------- ------------ ---------- ------------- ------------
Total Industrial . . . . . 40,883 185,721 226,604 33,752
OFFICE BUILDING:
Texas. . . . . . . . . . . . . 534 9,306 9,840 6,409
----------- ------------- ------------ ---------- ------------- ------------
MULTI-FAMILY
RESIDENTIAL:
Texas. . . . . . . . . . . . . 2,276 14,705 16,981 1,529
----------- ------------- ------------ ---------- ------------- ------------
Total Improved
Properties. . . . . . . 439,332 1,702,052 2,141,384 395,296 222,280
----------- ------------- ------------ ---------- ------------- ------------
LAND UNDER DEVELOPMENT
OR HELD FOR
DEVELOPMENT:
Texas. . . . . . . . . . . . . $ 32,640 32,640
Other States . . . . . . . . . 47,905 47,905
----------- ------------- ------------ ---------- ------------- ------------
Total Land Under
Development or Held
for Development . . . . 80,545 80,545
----------- ------------- ------------ ---------- ------------- ------------
LEASED PROPERTY
(SHOPPING CENTER)
UNDER CAPITAL LEASE:
Texas. . . . . . . . . . . . . 18,953 18,953 513
Other States . . . . . . . . . 29,054 29,054 7,149 5,857
----------- ------------- ------------ ---------- ------------- ------------
Total Leased Property
Under Capital Lease . . 48,007 48,007 7,662 5,857
----------- ------------- ------------ ---------- ------------- ------------
CONSTRUCTION IN
PROGRESS:
Texas. . . . . . . . . . . . . 9,972 9,972
Other States . . . . . . . . . 72,485 72,485
----------- ------------- ------------ ---------- ------------- ------------
Total Construction in
Progress. . . . . . . . 82,457 82,457
----------- ------------- ------------ ---------- ------------- ------------
TOTAL OF ALL
PROPERTIES. . . . . . . . $ 439,332 $ 1,750,059 $ 163,002 $2,352,393 $ 402,958 $ 228,137
=========== ============= ============ ========== ============= ============
__________
Note A - Encumbrances do not include $23.5 million outstanding under a $30 million 20-year term loan, payable
to a group of insurance companies secured by a property collateral pool including all or part of
three shopping centers.
|
SCHEDULE III
(CONTINUED)
The changes in total cost of the properties for the years ended December 31, 2001, 2000 and 1999 were as follows:
2001 2000 1999
------------ ------------ ------------
Balance at beginning of year . . . . $ 1,728,414 $ 1,486,224 $ 1,278,466
Additions at cost. . . . . . . . . . 662,533 260,197 244,887
Retirements or sales . . . . . . . . (38,554) (18,007) (37,129)
------------ ------------ ------------
Balance at end of year . . . . . . . $ 2,352,393 $ 1,728,414 $ 1,486,224
============ ============ ============
|
The changes in accumulated depreciation for the years ended December 31, 2001, 2000 and 1999 were as follows:
2001 2000 1999
---------- ---------- ----------
Balance at beginning of year . . . . $ 362,267 $ 319,276 $ 291,080
Additions at cost. . . . . . . . . . 58,297 47,208 42,882
Retirements or sales . . . . . . . . (17,606) (4,217) (14,686)
---------- ---------- ----------
Balance at end of year . . . . . . . $ 402,958 $ 362,267 $ 319,276
========== ========== ==========
|
SCHEDULE IV
WEINGARTEN REALTY INVESTORS
MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 2001
(AMOUNTS IN THOUSANDS)
FINAL PERIODIC FACE CARRYING
INTEREST MATURITY PAYMENT AMOUNT OF AMOUNT OF
RATE DATE TERMS MORTGAGES MORTGAGES(A)
-------- --------- ------------------ ---------- -------------
SHOPPING CENTERS:
FIRST MORTGAGES:
Eastex Venture
Beaumont, TX
(Note D). . . . . . . . 8% 10-31-09 $ 335 Annual P & I $ 2,300 $ 2,012
Main/O.S.T., Ltd.
Houston, TX
(Note D). . . . . . . . 9.3% 02-01-20 $ 476 Annual P & I 4,800 4,397
($1,241 balloon)
INDUSTRIAL:
FIRST MORTGAGES:
South Loop Business Park
Houston, TX
(Note D). . . . . . . . 9.25% 11-01-07 $ 74 Annual P & I 439 331
($1,241 balloon)
UNIMPROVED LAND:
SECOND MORTGAGE:
River Pointe, Conroe,TX
(Notes B and D) . . . . Prime 12-01-02 Varying 12,000 3,887
+1% ($3,887 balloon)
---------- -------------
TOTAL MORTGAGE LOANS ON
REAL ESTATE (Note D) . . . . $ 19,539 $ 10,627
========== =============
_________
Note A - The aggregate cost at December 31, 2001 for federal income tax purposes is $10,627.
Note B - Principal payments are due monthly to the extent of cash flow generated by the underlying
property.
Note C - Changes in mortgage loans for the years ended December 31, 2001, 2000 and 1999 are
summarized below.
Note D - Represents WRI share of mortgage loans to joint ventures.
|
-------------------------------
2001 2000 1999
--------- --------- ---------
Balance, Beginning of Year . . . . .$ 14,327 $ 47,828 $ 28,359
New Mortgage Loans . . . . . . . . . 33,588
Additions to Existing Loans. . . . . 205 380 1,773
Collections of Principal . . . . . . (3,905) (33,881) (15,892)
--------- --------- ---------
Balance, End of Year . . . . . . . .$ 10,627 $ 14,327 $ 47,828
========= ========= =========
|
FOURTH AMENDMENT TO THE
AMENDED AND RESTATED DECLARATION OF TRUST
OF
WEINGARTEN REALTY INVESTORS
The undersigned hereby executes this Fourth Amendment to the Amended and Restated Declaration of Trust of Weingarten Realty Investors, a Texas real estate investment trust formed under the Texas Real Estate Investment Trust Act (the "Trust"), on behalf of the Trust.
I. Article Eighteen of the Declaration of Trust shall be amended to include the following provision:
(j) Nothing in this Article Eighteen shall preclude, nor may the Trust take any action to impede, the settlement of any transaction entered into through the facilities of the New York Stock Exchange, Inc.
II. The amendment to Article Eighteen of the Declaration of Trust was adopted by the shareholders on Wednesday, April 28, 1999, at the Annual Meeting of Shareholders of the Trust. Of the 26,689,320 common shares of beneficial interest (the "Common Shares") outstanding and entitled to vote on the amendment , 22,433,649 Common Shares were voted in favor of the amendment, 925,922 Common Shares were voted against the amendment and 63,806 Common Shares abstained from voting either for or against the amendment.
IN WITNESS WHEREOF, the undersigned does hereby execute this Fourth Amendment to the Amended and Restated Declaration of Trust as of the 28th day of April, 1999.
By: /s/ Stephen C. Richter
-------------------------
Stephen C. Richter
Senior Vice President and Treasurer
|
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, personally came and appeared STEPHEN C. RICHTER, in his capacity as Senior Vice President and Treasurer of Weingarten Realty Investors, and acknowledged to me, Notary, in the presence of Shirley Gilbert and Diane Garcia the undersigned competent witnesses that he executed the above and foregoing instrument in the presence of the undersigned witnesses on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.
IN WITNESS WHEREOF, said Appearer has executed these presents together with me, Notary, and the undersigned competent witnesses, at my office in the County and State aforesaid, on this 28th day of April, 1999.
WITNESS:
/s/ Shirley J. Gilbert /s/ Stephen C. Richter
------------------------- -------------------------
/s/ Diane M. Garcia
----------------------
/s/ Jane B. Scott
--------------------
NOTARY PUBLIC
My commission expires:
10/29/02
--------------------
|
FIFTH AMENDMENT TO THE
RESTATED AND DECLARATION OF TRUST
OF
WEINGARTEN REALTY INVESTORS
The undersigned, acting as the Trust Managers of Weingarten Realty Investors, a Texas real estate investment trust (the "Trust"), hereby adopt the following amendment to the Restated Declaration of Trust of the Trust which amendment shall replace in its entirety the following Article of the Restated Declaration of Trust:
ARTICLE FIVE
The names and mailing addresses of the Trust Managers are as follows:
Name Mailing Address
Stanford Alexander Weingarten Realty Investors
2600 Citadel Plaza Drive
Suite 300
Houston, Texas 77008
Andrew M. Alexander Weingarten Realty Investors
2600 Citadel Plaza Drive
Suite 300
Houston, Texas 77008
James W. Crownover McKinsey & Company
2 Houston Center, Suite 3675
Houston, Texas 77010
|
Robert J. Cruikshank 2001 Kirby, Box 106 Houston, Texas 77019
Martin Debrovner Weingarten Realty Investors
2600 Citadel Plaza Drive
Suite 300
Houston, Texas 77008
Melvin A. Dow Dow, Cogburn & Friedman
Nine Greenway Plaza, Suite 2300
|
Stephen A. Lasher The GulfStar Group
3850 NationsBank Center
700 Louisiana
Houston, Texas 77002
Douglas W. Schnitzer Senterra Corp
Twelve Greenway Plaza
Suite 1400
Houston, Texas 77046
Marc J. Shapiro J.P.Morgan Chase & Co
270 Park Ave., 9th Floor
New York, NY 10017
|
IN WITNESS WHEREOF, the undersigned Trust Managers do hereby execute this Amendment to the Restated Declaration of Trust as of the 20th day of April, 2001.
/S/ Stanford Alexander ------------------------ ------------------------ STANFORD ALEXANDER MELVIN A. DOW /s/ Andrew M. Alexander ------------------------ ------------------------ ANDREW M. ALEXANDER STEPHEN A. LASHER |
------------------------ ------------------------ JAMES W. CROWNOVER DOUGLAS W. SCHNITZER ------------------------ ------------------------ ROBERT J. CRUIKSHANK MARC J. SHAPIRO /s/ Martin Debrovner ---------------------- |
MARTIN DEBROVNER
Stephen A. Lasher The GulfStar Group
3850 NationsBank Center
700 Louisiana
Houston, Texas 77002
Douglas W. Schnitzer Senterra Corp
Twelve Greenway Plaza
Suite 1400
Houston, Texas 77046
Marc J. Shapiro J.P.Morgan Chase & Co
270 Park Ave., 9th Floor
New York, NY 10017
|
IN WITNESS WHEREOF, the undersigned Trust Managers do hereby execute this Amendment to the Restated Declaration of Trust as of the 20th day of April, 2001.
/S/ Stanford Alexander ------------------------ ------------------------ STANFORD ALEXANDER MELVIN A. DOW /s/ Andrew M. Alexander ------------------------ ------------------------ ANDREW M. ALEXANDER STEPHEN A. LASHER /s/ James W. Crownover ------------------------ ------------------------ JAMES W. CROWNOVER DOUGLAS W. SCHNITZER ------------------------ ------------------------ ROBERT J. CRUIKSHANK MARC J. SHAPIRO /s/ Martin Debrovner ---------------------- |
MARTIN DEBROVNER
Stephen A. Lasher The GulfStar Group
3850 NationsBank Center
700 Louisiana
Houston, Texas 77002
Douglas W. Schnitzer Senterra Corp
Twelve Greenway Plaza
Suite 1400
Houston, Texas 77046
Marc J. Shapiro J.P.Morgan Chase & Co
270 Park Ave., 9th Floor
New York, NY 10017
|
IN WITNESS WHEREOF, the undersigned Trust Managers do hereby execute this Amendment to the Restated Declaration of Trust as of the 20th day of April, 2001.
/S/ Stanford Alexander ------------------------ ------------------------ STANFORD ALEXANDER MELVIN A. DOW /s/ Andrew M. Alexander ------------------------ ------------------------ ANDREW M. ALEXANDER STEPHEN A. LASHER ------------------------ ------------------------ JAMES W. CROWNOVER DOUGLAS W. SCHNITZER /s/ Robert J. Cruikshank ------------------------ ------------------------ ROBERT J. CRUIKSHANK MARC J. SHAPIRO /s/ Martin Debrovner ---------------------- |
MARTIN DEBROVNER
Stephen A. Lasher The GulfStar Group
3850 NationsBank Center
700 Louisiana
Houston, Texas 77002
Douglas W. Schnitzer Senterra Corp
Twelve Greenway Plaza
Suite 1400
Houston, Texas 77046
Marc J. Shapiro J.P.Morgan Chase & Co
270 Park Ave., 9th Floor
New York, NY 10017
|
IN WITNESS WHEREOF, the undersigned Trust Managers do hereby execute this Amendment to the Restated Declaration of Trust as of the 20th day of April, 2001.
/S/ Stanford Alexander /s/ Melvin A. Dow ------------------------ ------------------------ STANFORD ALEXANDER MELVIN A. DOW /s/ Andrew M. Alexander ------------------------ ------------------------ ANDREW M. ALEXANDER STEPHEN A. LASHER ------------------------ ------------------------ JAMES W. CROWNOVER DOUGLAS W. SCHNITZER ------------------------ ------------------------ ROBERT J. CRUIKSHANK MARC J. SHAPIRO /s/ Martin Debrovner ---------------------- |
MARTIN DEBROVNER
Stephen A. Lasher The GulfStar Group
3850 NationsBank Center
700 Louisiana
Houston, Texas 77002
Douglas W. Schnitzer Senterra Corp
Twelve Greenway Plaza
Suite 1400
Houston, Texas 77046
Marc J. Shapiro J.P.Morgan Chase & Co
270 Park Ave., 9th Floor
New York, NY 10017
|
IN WITNESS WHEREOF, the undersigned Trust Managers do hereby execute this Amendment to the Restated Declaration of Trust as of the 20th day of April, 2001.
/S/ Stanford Alexander ------------------------ ------------------------ STANFORD ALEXANDER MELVIN A. DOW /s/ Andrew M. Alexander /s/ Stephen A. Lasher ------------------------ ------------------------ ANDREW M. ALEXANDER STEPHEN A. LASHER ------------------------ ------------------------ JAMES W. CROWNOVER DOUGLAS W. SCHNITZER ------------------------ ------------------------ ROBERT J. CRUIKSHANK MARC J. SHAPIRO /s/ Martin Debrovner ---------------------- |
MARTIN DEBROVNER
Stephen A. Lasher The GulfStar Group
3850 NationsBank Center
700 Louisiana
Houston, Texas 77002
Douglas W. Schnitzer Senterra Corp
Twelve Greenway Plaza
Suite 1400
Houston, Texas 77046
Marc J. Shapiro J.P.Morgan Chase & Co
270 Park Ave., 9th Floor
New York, NY 10017
|
IN WITNESS WHEREOF, the undersigned Trust Managers do hereby execute this Amendment to the Restated Declaration of Trust as of the 20th day of April, 2001.
/S/ Stanford Alexander
------------------------ ------------------------
STANFORD ALEXANDER MELVIN A. DOW
/s/ Andrew M. Alexander
------------------------ ------------------------
ANDREW M. ALEXANDER STEPHEN A. LASHER
/s/ Douglas W. Schnitzer
------------------------ ------------------------
JAMES W. CROWNOVER DOUGLAS W. SCHNITZER
------------------------ ------------------------
ROBERT J. CRUIKSHANK MARC J. SHAPIRO
/s/ Martin Debrovner
----------------------
|
MARTIN DEBROVNER
Stephen A. Lasher The GulfStar Group
3850 NationsBank Center
700 Louisiana
Houston, Texas 77002
Douglas W. Schnitzer Senterra Corp
Twelve Greenway Plaza
Suite 1400
Houston, Texas 77046
Marc J. Shapiro J.P.Morgan Chase & Co
270 Park Ave., 9th Floor
New York, NY 10017
|
IN WITNESS WHEREOF, the undersigned Trust Managers do hereby execute this Amendment to the Restated Declaration of Trust as of the 20th day of April, 2001.
/S/ Stanford Alexander
------------------------ ------------------------
STANFORD ALEXANDER MELVIN A. DOW
/s/ Andrew M. Alexander
------------------------ ------------------------
ANDREW M. ALEXANDER STEPHEN A. LASHER
------------------------ ------------------------
JAMES W. CROWNOVER DOUGLAS W. SCHNITZER
/s/ Marc J. Shapiro
------------------------ ------------------------
ROBERT J. CRUIKSHANK MARC J. SHAPIRO
/s/ Martin Debrovner
----------------------
|
MARTIN DEBROVNER
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, MARC J. SHAPIRO, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.
GIVEN UNDER MY HAND and seal of office the 20th day of April 2001.
/s/ Jane B. Scott
---------------------------
NOTARY PUBLIC
My commission expires:
10/29/02
---------------------------
|
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, DOUGLAS W. SCHNITZER, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.
GIVEN UNDER MY HAND and seal of office the 20th day of April 2001.
/s/ Jane B. Scott
---------------------------
NOTARY PUBLIC
My commission expires:
10/29/02
---------------------------
|
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, STEPHEN A. LASHER, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.
GIVEN UNDER MY HAND and seal of office the 20th day of April 2001.
/s/ Jane B. Scott
---------------------------
NOTARY PUBLIC
My commission expires:
10/29/02
---------------------------
|
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, MELVIN A. DOW, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.
GIVEN UNDER MY HAND and seal of office the 20th day of April 2001.
/s/ Jane B. Scott
---------------------------
NOTARY PUBLIC
My commission expires:
10/29/02
---------------------------
|
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, MARTIN DEBROVNER, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.
GIVEN UNDER MY HAND and seal of office the 20th day of April 2001.
/s/ Jane B. Scott
---------------------------
NOTARY PUBLIC
My commission expires:
10/29/02
---------------------------
|
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, ROBERT J. CRUIKSHANK, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.
GIVEN UNDER MY HAND and seal of office the 20th day of April 2001.
/s/ Jane B. Scott
---------------------------
NOTARY PUBLIC
My commission expires:
10/29/02
---------------------------
|
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, JAMES W. CROWNOVER, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.
GIVEN UNDER MY HAND and seal of office the 20th day of April 2001.
/s/ Jane B. Scott
---------------------------
NOTARY PUBLIC
My commission expires:
10/29/02
---------------------------
|
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, ANDREW M. ALEXANDER, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.
GIVEN UNDER MY HAND and seal of office the 20th day of April 2001.
/s/ Jane B. Scott
---------------------------
NOTARY PUBLIC
My commission expires:
10/29/02
---------------------------
|
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned Notary Public, duly commissioned and qualified within and for the State and County aforesaid, STANFORD ALEXANDER, in his capacity as Trust Manager of Weingarten Realty Investors, acknowledged to me, Notary, that he executed the above and foregoing instrument on behalf of the said Weingarten Realty Investors, as his own free and voluntary act and deed, for the uses, purposes and considerations therein expressed.
GIVEN UNDER MY HAND and seal of office the 20th day of April 2001.
/s/ Jane B. Scott
---------------------------
NOTARY PUBLIC
My commission expires:
10/29/02
---------------------------
|
TABLE OF CONTENTS
------------------
ARTICLE I Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.01 Defined Terms. . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02 Classification of Loans and Borrowings. . . . . . . 17
SECTION 1.03 Terms Generally. . . . . . . . . . . . . . . . . . . . 17
SECTION 1.04 Accounting Terms; GAAP. . . . . . . . . . . . . . . . 18
ARTICLE II The Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.01 Commitments . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.02 Loans and Borrowings. . . . . . . . . . . . . . . . . 18
SECTION 2.03 Request for Borrowing . . . . . . . . . . . . . . . . 19
SECTION 2.04 Funding of Borrowing. . . . . . . . . . . . . . . . . 19
SECTION 2.05 Interest Elections . . . . . . . . . . . . . . . . . . 19
SECTION 2.06 Repayment of Loans; Evidence of Debt . . . . . . . 20
SECTION 2.07 Prepayment of Loans . . . . . . . . . . . . . . . . . 21
SECTION 2.08 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.09 Interest. . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.10 Alternate Rate of Interest . . . . . . . . . . . . . 23
SECTION 2.11 Increased Costs. . . . . . . . . . . . . . . . . . . . 23
SECTION 2.12 Break Funding Payments. . . . . . . . . . . . . . . . 24
SECTION 2.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.14 Payments Generally; Pro Rata Treatment;
Sharing of Set-offs . . . . . . . . . . . . . . . . . 25
SECTION 2.15 Mitigation Obligations; Replacement of Lenders. . . 27
SECTION 2.16 Extension . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE III Representations and Warranties . . . . . . . . . . . . . . . . . 29
SECTION 3.01 Organization; Powers . . . . . . . . . . . . . . . . . 29
SECTION 3.02 Authorization; Enforceability. . . . . . . . . . . . . 29
SECTION 3.03 Governmental Approvals; No Conflicts . . . . . . . . 29
SECTION 3.04 Financial Condition; No Material Adverse Change . . . . 29
SECTION 3.05 Properties. . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.06 Intellectual Property. . . . . . . . . . . . . . . . . 31
SECTION 3.07 Litigation and Environmental Matters . . . . . . . . 31
SECTION 3.08 Compliance with Laws and Agreements . . . . . . . . 33
SECTION 3.09 Investment and Holding Company Status . . . . . . . 33
SECTION 3.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.11 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.12 Disclosure. . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.13 Insurance . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.14 Margin Regulations . . . . . . . . . . . . . . . . . . 34
SECTION 3.15 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . 34
ARTICLE IV Conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 4.01 Effective Date . . . . . . . . . . . . . . . . . . . . 34
|
(ii)
ARTICLE V Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 5.01 Financial Statements; Ratings Change
and Other Information . . . . . . . . . . . . . . . . 35
SECTION 5.02 Financial Tests. . . . . . . . . . . . . . . . . . . . 36
SECTION 5.03 Notices of Material Events . . . . . . . . . . . . . 37
SECTION 5.04 Existence; Conduct of Business . . . . . . . . . . . 37
SECTION 5.05 Payment of Obligations. . . . . . . . . . . . . . . . 37
SECTION 5.06 Maintenance of Properties; Insurance . . . . . . . . 38
SECTION 5.07 Books and Records; Inspection Rights. . . . . . . . 38
SECTION 5.08 Compliance with Laws. . . . . . . . . . . . . . . . . 38
SECTION 5.09 Use of Proceeds . . . . . . . . . . . . . . . . . . . 38
SECTION 5.10 Fiscal Year. . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.11 Environmental Matters. . . . . . . . . . . . . . . . . 38
SECTION 5.12 Property Pool. . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.13 Guaranties. . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.14 Further Assurances . . . . . . . . . . . . . . . . . . 41
ARTICLE VI Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 6.01 Indebtedness. . . . . . . . . . . . . . . . . . . . . . 41
SECTION 6.02 Liens . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 6.03 Fundamental Changes. . . . . . . . . . . . . . . . . . 41
SECTION 6.04 Investments, Loans, Advances and Acquisitions . . . . . 42
SECTION 6.05 Hedging Agreements . . . . . . . . . . . . . . . . . . 43
SECTION 6.06 Restricted Payments. . . . . . . . . . . . . . . . . . 43
SECTION 6.07 Transactions with Affiliates. . . . . . . . . . . . . 44
SECTION 6.08 Restrictive Agreements . . . . . . . . . . . . . . . . 44
ARTICLE VII Events of Default. . . . . . . . . . . . . . . . . . . . . . . . 44
ARTICLE VIII The Administrative Agent. . . . . . . . . . . . . . . . . . . . 46
ARTICLE IX Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 9.01 Notices . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 9.02 Waivers; Amendments. . . . . . . . . . . . . . . . . . 49
SECTION 9.03 Expenses; Indemnity; Damage Waiver . . . . . . . . . 50
SECTION 9.04 Successors and Assigns. . . . . . . . . . . . . . . . 51
SECTION 9.05 Survival. . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 9.06 Counterparts; Integration; Effectiveness. . . . . . . 54
SECTION 9.07 Severability. . . . . . . . . . . . . . . . . . . . . . 54
SECTION 9.08 Right of Setoff . . . . . . . . . . . . . . . . . . . 54
SECTION 9.09 Governing Law; Jurisdiction; Consent
to Service of Process . . . . . . . . . . . . . . . . 54
SECTION 9.10 WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . 55
SECTION 9.11 Headings. . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 9.12 Confidentiality . . . . . . . . . . . . . . . . . . . . 55
SECTION 9.13 Interest Rate Limitation. . . . . . . . . . . . . . . 56
SECTION 9.14 Liability of Holders. . . . . . . . . . . . . . . . . 56
|
(iii)
SCHEDULES:
---------
Schedule 2.01 - Commitments
Schedule 3.05(f) - Earthquake or Seismic Area
Schedule 3.07 - Disclosed Matters
Schedule 3.15 - Subsidiaries
Schedule 5.12(c) - Property Without Environmental Assessments
Schedule 5.12.A - Pool
Schedule 6.02 - Existing Liens
Schedule 6.04 - Certain Investments
Schedule 6.08 - Existing Restrictions
EXHIBITS:
--------
Exhibit A - Form of Assignment and Acceptance
Exhibit B - Form of Compliance Certificate
Exhibit C - Form of Guaranty
Exhibit D - Note
Exhibit E - Form of Interest Election Request
|
CREDIT AGREEMENT
dated as of
_____________, 2001
among
WEINGARTEN REALTY INVESTORS,
The Lenders Party Hereto
And
COMMERZBANK AG, NEW YORK BRANCH,
as Administrative Agent
And
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Syndication Agent
Commerzbank AG, New York Branch,
as Sole Arranger and Book Manager
CREDIT AGREEMENT ("Agreement") dated as of
______________, 2001, among WEINGARTEN REALTY INVESTORS,
a Texas real estate investment trust, the LENDERS party hereto,
COMMERZBANK AG, NEW YORK BRANCH, as Administrative Agent,
and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Syndication Agent.
The parties hereto agree as follows:
case may be, the applicable rate per annum set forth below under the caption "ABR Spread" or "Eurodollar Spread" or "Facility Fee Rate", as the case may be, based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt:
ABR Eurodollar Facility Fee Rate
--- ---------- -----------------
Index Debt Ratings: Spread Spread
-------------------- ------- -----------
Category 1
----------
A/A2 or better 0 0.50% 0.15%
Category 2
----------
A-/A3 0 0.55% 0.15%
Category 3
----------
BBB+Baa1 0 0.65% 0.15%
Category 4
----------
BBB/Baa2 0 0.75% 0.20%
Category 5
----------
BBB-/Baa3 0 0.90% 0.25%
Category 6
----------
Worse than BBB-/Baa3 0.25% 1.45% 0.30%
|
acquisition of direct or indirect Control of the Borrower by any Person or group.
-- --- --
seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. 136
---
et seq., the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. 6901
-- --- -----
et seq., the Toxic Substances Control Act, 15 U.S.C. 2601 et seq., the Clean
-- --- -- ---
Air Act, 42 U.S.C. 7401 et seq., the Clean Water Act, 33 U.S.C. 1251 et
-- --- --
seq., the Occupational Safety and Health Act, 29 U.S.C. 651 et seq., (to the
-- ---
|
(c) pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations;
(d) deposits to secure the performance of bids, trade contracts, purchase, construction or sales contracts and similar obligations, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;
(f) easements, outstanding mineral and royalty interests, building setback lines, maintenance liens, use restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;
(g) uniform commercial code protective filings with respect to personal property leased to the Borrower or any Subsidiary; and
(h) landlords' liens for rent not yet due and payable;
(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;
(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating from S&P or from Moody's of A2/P2 or better;
(c) investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;
(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;
(e) investments in Subsidaries and Unconsolidated Affiliates made in accordance with this Agreement;
(f) investments in obligations of the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, with the highest credit rating obtainable from S&P or from Moody's; and
(g) investments in other real estate investment trusts.
of Release, or minimize the further Release, of any Hazardous Material so it
does not migrate or endanger public health or the environment; (iii) perform
pre-remedial studies and investigations or post-remedial monitoring and care; or
(iv) bring facilities on any property owned or leased by the Borrower or any of
its Subsidiaries into compliance with all Environmental Laws.
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
"Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.
ownership interest and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person, and (b) a Minority Subsidiary.
(a) for Real Property that has reached the Stabilization Date and that
Borrower or Subsidiary of Borrower has owned for all of the immediately
preceding six (6) calendar months, the result of dividing (i) the aggregate Net
Operating Income of the subject property based on the immediately preceding six
(6) calendar months and multiplied by two (2), less the Capital Expenditure
Reserve for such property, by (ii) nine and three-fourths percent (9.75%); plus
(b) for Real Property that is completed but has not reached the Stabilization Date or that has not been owned by Borrower or a Subsidiary of Borrower for all of the immediately preceding six (6) calendar months, the Historical Value of the subject property; plus
(c) for Real Property that is under construction or development, the Historical Value of the subject property; plus
(d) for Real Property that is undeveloped land, the Historical Value of the subject property calculated in accordance with GAAP.
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
ARTICLE II
The Credits
(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
(i) the date of such Borrowing, which shall be a Business Day;
(ii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
(iii) in the case of a Eurodollar Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and
If no election as to the Type of Borrowing is specified in the borrowing request, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of seven days' duration.
(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and
(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period".
If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of seven days' duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing.
(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Eurodollar Borrowing with an Interest Period of seven days' duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of the Loans made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.
(d) Amounts to be applied to the prepayment of Loans pursuant to any of the preceding subsections of this Section shall be applied, first, to reduce outstanding ABR Loans and next, to the extent of any remaining balance, to reduce outstanding Eurodollar Loans. Each such prepayment shall be applied to prepay ratably the Loans of the Lender.
(b) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.
(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the lesser of (x) the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate, or (y) the Maximum Rate.
(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.
(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or
(ii) impose on any Lender or the London interbank market any other condition (other than one relating to Excluded Taxes) affecting this Agreement or Eurodollar Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement or the Loan made by such Lender to a
level below that which such Lender or such Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.
(a) Any and all payments by or on account of any obligation of the
Borrower hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent or Lender receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.
(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
(c) The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.
(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate.
(a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees, or of amounts payable under
Section 2.11, 2.12 or 2.13, or otherwise) prior to 1:00 p.m., New York, New York
time, on the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 2 World Financial Center, New York, New York 10281-1050, except that payments pursuant to Sections 2.11, 2.12, 2.13 and 9.03 shall be made directly to the Persons entitled thereto. If the Administrative Agent receives a payment for the account of a Lender prior to 1:00 p.m., New York, New York time, such payment must be delivered to the Lender on the same day and if it is not so delivered due to the fault of the Administrative Agent, the Administrative Agent shall pay to the Lender entitled to the payment interest thereon for each day after payment should have been received by the Lender pursuant hereto until the Lender receives payment, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars.
(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.
(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
(b) If the Maturity Date is extended, all of the other terms and
conditions of this Agreement and the other Loan Documents (including interest
payment dates) shall remain in full force and effect and unmodified, except as
expressly provided for herein. The extension of the Maturity Date for each one
(1) year period is subject to the satisfaction of each of the following
additional conditions for each extension:
(i) The representations and warranties of each Credit Party set forth in this Agreement or any other Loan Document to which such Credit Party is a signatory shall be true and correct in all material respects on the date that the Extension Request is given to the Administrative Agent and on the first day of the applicable extension (except to the extent such representations and warranties relate to a specified date);
(ii) no Default or Event of Default has occurred and is continuing on the date on which the Borrower gives the Administrative Agent the Extension Request or on the first day of the extension;
(v) the Borrower shall pay for any and all reasonable out-of-pocket costs and expenses, including, reasonable attorneys' fees and disbursements, incurred by the Administrative Agent in connection with or arising out of the extension of the Maturity Date;
(vi) no change in the business, assets, management, operations or financial condition of any Credit Party shall have occurred since the Effective Date, which change, in the judgment of the Administrative Agent, will have or is reasonably likely to have a Material Adverse Effect;
(vii) the Borrower shall execute and deliver to Administrative Agent such other documents, financial statements, instruments, certificates, opinions of counsel, reports, or amendments to the Loan Documents as the Administrative Agent shall reasonably request regarding the Credit Parties as shall be necessary to effect such extension; and
(viii) a written agreement evidencing the extension is signed by the Administrative Agent, the Lenders, the Credit Parties and any other Person to be charged with compliance therewith, which agreement such parties agree to execute if the extension conditions set forth above have been satisfied.
ARTICLE III
The Borrower represents and warrants to the Lenders and the Administrative Agent that:
(a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Credit Party or any of the Borrower's Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Credit Party or any of the Borrower's Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Credit Party or any of the Borrower's Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Credit Party or any of the Borrower's Subsidiaries.
(a) The Borrower has heretofore furnished to the Lenders financial statements (i) as of and for the fiscal year ended December 31, 2000,reported
on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2001, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.
(b) Since March 31, 2001, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.
(a) Subject to Liens permitted by Section 6.02, each of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.
(b) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to the Borrower's business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(c) All components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect.
(d) All franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries
to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect.
(e) None of the Credit Parties has received any notice or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect.
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting any Credit Party or any of the Borrower's Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.
(b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect :
(i) to the knowledge of the Credit Parties, all Real Property leased or owned by Borrower or any of its Subsidiaries is free from contamination by any Hazardous Material, except to the extent such contamination could not reasonably be expected to cause a Material Adverse Effect;
(ii) to the knowledge of the Credit Parties, the operations of Borrower and its Subsidiaries, and the operations at the Real Property leased or owned by Borrower or any of its Subsidiaries are in compliance with all applicable Environmental Laws, except to the extent such noncompliance could not reasonably be expected to cause a Material Adverse Effect;
(iii) neither the Borrower nor any of its Subsidiaries have known liabilities with respect to Hazardous Materials and, to the knowledge of each Credit Party, no facts or circumstances exist which could reasonably be expected to give rise to liabilities with respect to Hazardous Materials, in either case, except to the extent such liabilities could not reasonably be expected to have a Material Adverse Effect;
(iv) neither the Real Property currently leased or owned by
Borrower nor any of its Subsidiaries, nor, to the knowledge of any Credit Party,
(x) any predecessor of any Credit Party, nor (y) any of Credit Parties' Real
Property owned or leased in the past, nor (z) any owner of Real Property leased
or operated by Borrower or any of its Subsidiaries, are subject to any
outstanding written order or contract, with any Governmental Authority or other
Person, or to any federal, state, local, foreign or territorial investigation of
which a Credit Party has been given notice respecting (A) Environmental Laws,
(B) Remedial Action, or (C) the Release or threatened Release of any Hazardous
Material, in each case, except to the extent such written order, contract or
investigation could not reasonably be expected to have a Material Adverse
Effect;
(v) none of the Credit Parties is subject to any pending legal proceeding alleging the violation of any Environmental Law nor, to the knowledge of each Credit Party, are any such proceedings threatened, in either case, except to the extent any such proceedings could not reasonably be expected to have a Material Adverse Effect;
(vi) neither the Borrower nor any of its Subsidiaries nor, to the knowledge of each Credit Party, any predecessor of any Credit Party, nor to the knowledge of each Credit Party, any owner of Real Property leased by Borrower or any of its Subsidiaries, have filed any notice under federal, state or local, territorial or foreign law indicating past or present treatment, storage, or disposal of or reporting a Release of Hazardous Material into the environment, in each case, except to the extent such Release of Hazardous Material could not reasonably be expected to have a Material Adverse Effect;
(vii) none of the operations of the Borrower or any of its Subsidiaries or, to the knowledge of each Credit Party, of any owner of premises currently leased by Borrower or any of its Subsidiaries or of any tenant of premises currently leased from Borrower or any of its Subsidiaries, involve or previously involved the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Part 261.3 (in effect as of the date of this Agreement) or any state, local, territorial or foreign equivalent, in violation of Environmental Laws, except to the extent the same could not readily be expected to have a Material Adverse Effect; and
(viii) to the knowledge of the Credit Parties, there is not now, nor has there been in the past (except, in all cases, to the extent the existence thereof could not reasonably be expected to have a Material Adverse
Effect), on, in or under any Real Property leased or owned by Borrower or any of its Subsidiaries, or any of their predecessors (A) any underground storage tanks or surface tanks, dikes or impoundments (other than for surface water); (B) any friable asbestos-containing materials; (C) any polychlorinated biphenyls; or (D) any radioactive substances other than naturally occurring radioactive material.
(c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.
statements reflecting such amounts, exceed by more than $10,000,000 the fair market value of the assets of all such underfunded Plans.
ARTICLE IV
Conditions
(a) The Administrative Agent (or its counsel) shall have received from each Credit Party either (i) a counterpart of this Agreement and all other Loan
Documents to which it is party signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of each such Loan Document other than the Notes) that such party has signed a counterpart of the Loan Documents, together with copies of all Loan Documents.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dow, Cogburn & Friedman, P.C., Texas counsel for the Borrower, covering such matters relating to the Credit Parties, the Loan Documents or the Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Credit Parties, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a Compliance Certificate, dated the date of this Agreement and signed by a Financial Officer of the Borrower, in form and substance satisfactory to the Administrative Agent.
(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.
ARTICLE V
Until the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that:
(a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(d) promptly after the same become publicly available for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Govern-mental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its share-holders generally, as the case may be;
(e) promptly after Moody's or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of any Credit Party or any Subsidiary of the Borrower, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may reasonably request.
(a) a Secured Debt to Total Asset Value Ratio no greater than thirty-five percent (35%) at all times;
(b) an Interest Coverage Ratio of not less than 2.25:1.00 at all times;
(c) a Fixed Charge Coverage Ratio of not less than 1.75:1.00 at all times;
(d) a Net Worth of at least Nine Hundred Fifty Million Dollars ($950,000,000), plus fifty percent (50%) of the net proceeds (gross proceeds less reasonable and customary costs of sale and issuance paid to Persons not Affiliates of any Credit Party) received by the Borrower at any time from the issuance of capital stock of the Borrower after the date of this Agreement, at all times;
(e) an Unencumbered Interest Coverage Ratio of not less than 2.25:1.00 at all times; and
(f) a Debt to Total Asset Value Ratio no greater than fifty-five percent (55%) at all times.
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000;
(d) any requested waiver under or amendment of the Revolving Credit Facility; and
(e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.
Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
(a) The Borrower will, and will cause each of its Subsidiaries that it Controls to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. (b) The Borrower will, and will cause each of its Subsidiaries that it Controls to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice and subject to rights of tenants, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.
(a) Borrower shall comply and shall cause each of its Subsidiaries that it Controls and each Real Property owned or leased by such parties to
comply in all material respects with all applicable Environmental Laws currently or hereafter in effect, except to the extent noncompliance could not reasonably be expected to have a Material Adverse Effect.
(b) If the Administrative Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law related to any Real Property owned or leased by Borrower or any of its Subsidiaries that it Controls, or Real Property adjacent to such Real Property, which could reasonably be expected to have a Material Adverse Effect , then Borrower agrees, upon request from the Administrative Agent, to provide the Administrative Agent, at the Borrower's expense, with such reports, certificates, engineering studies or other written material or data as the Administrative Agent or the Required Lenders may reasonably require so as to reasonably satisfy the Administrative Agent and the Required Lenders that any Credit Party or Real Property owned or leased by them is in material compliance with all applicable Environmental Laws.
(c) Borrower shall, and shall cause each of its Subsidiaries that it Controls to, take such Remedial Action or other action as required by Environmental Law or any Governmental Authority
(a) assets in the Pool shall be completed income producing Retail Property or Industrial Property with parking consistent with market conditions that will accommodate full occupancy of the building; provided, however, that the River Pointe Apartment project in Conroe, Texas may be included in the Pool if it satisfies the other requirements of this section, and its Value shall be determined using a Capital Expenditure Reserve of $200.00 per apartment unit;
(b) each individual property must have signed leases with bonafide tenants not Affiliates of the Borrower or any of its Subsidiaries covering at least eighty percent (80%) of the net rentable space in such property, as of the date of determination of the Value of the Pool;
(e) the Occupancy Level of the Pool in the aggregate must be at least eighty-five percent (85%) as of the date of determination of the Value of the Pool.
If requested by the Administrative Agent, the Borrower will provide to the Administrative Agent written assessments from third party independent environmental consultants for all Pool properties acquired after the date of this Agreement. If the Administrative Agent determines that there are material environmental conditions existing on or risks to such properties, the properties will be excluded from the Pool.
C. Real Property to be included in the Pool may be owned by a Subsidiary of the Borrower if:
(a) it is owned by either (i) a wholly owned Subsidiary of the Borrower, or (ii) if not a wholly owned Subsidiary then (1) the value of the Real Property owned by such Subsidiary ("Partial Subsidiary Real Property") to be used in the calculation of the Value of the Pool shall be as provided in the definition of Value multiplied by the Equity Percentage of the Subsidiary owned by the Borrower, (2) the maximum value of the Pool that consists of Partial Subsidiary Real Property cannot be greater than ten percent (10%) of the value of the Pool, and (3) the Borrower must own at least 66-2/3% of the indicia of ownership of such Subsidiary and control all major decisions of such Subsidiary; and
(b) the Subsidiary owning the Real Property executes a guaranty and delivers to the Administrative Agent such Subsidiary's organizational documents and current certificates of existence and good standing for the state in which it is organized.
ARTICLE VII
--------------- ------------- ---- -------
5.08, and 5.11;
---- ----
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ARTICLE VIII
ARTICLE IX
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
WEINGARTEN REALTY INVESTORS
By:
Name:
Title:
COMMERZBANK AG, NEW YORK BRANCH, individually and as Administrative Agent,
By:
Name:
Title:
WELLS FARGO BANK, NATIONAL ASSOCIATON, individually and as Syndication Agent
By:
Name:
Title:
Address:
1000 Louisiana Street, 4th Floor
Houston, Texas 77002
Attention: Steve May
Telephone No.: (713) 319-1424
Telecopy No.: (713) 739-1077
SCHEDULE 2.01
LENDER LOAN COMMITMENT
(Percentage)
Commerzbank AG, New York $30,000,000.00
(60.0%)
|
Wells Fargo Bank, National Association $20,000,000.00
(40.0%)
SCHEDULE 3.05(F)
Earthquake or Seismic Area
Properties of Borrower and its Subsidiaries located in the State of California
SCHEDULE 3.07
DISCLOSED MATTERS
Below is a list of major outstanding lawsuits, none of which we believe will
have a Material Adverse Effect:
Location 0038 (Lake Charles) Aletta McFatter incident 11/9/97 this is an
assault case where an elderly lady allegedly had her purse snatched and held on
to the purse and fell down. She had swelling of the brain, which required
surgery. We have adequate Insurance Coverage and are aggressively defending. We
expect success in court.
Location 0035 (Lake Charles) Mary Jessica Savoy incident 3/8/99 this is an alleged rape, which happened to one of our tenants. She was leaving work and assaulted and stabbed in the parking lot, she drove herself to the hospital. We are being sued and we have adequate Insurance Coverage and are aggressively defending and expect success in court.
SCHEDULE 3.15
LIST OF SUBSIDIARIES
S/W Albuquerque, L.P. ----------------------- Sheldon Center, Ltd. ---------------------- South Loop - Long Wayside Company -------------------------------------- SPM/WRI College Station, L.P. -------------------------------- SPM/WRI Rockwall, L.P. ------------------------ Weingarten Properties Trust ----------------------------- Weingarten/Bridges at Smoky Hills ------------------------------------ Weingarten/Colorado, Inc. -------------------------- Weingarten/Finger Venture -------------------------- Weingarten/Investments, Inc. ----------------------------- Weingarten/Miller Elizabeth ---------------------------- Weingarten/Miller/Englewood --------------------------- Weingarten/Miller/Fiest Joint Venture --------------------------------------- Weingarten/Miller/ThornCreek Joint Venture -------------------------------------------- Weingarten-Murphy, Ltd. ------------------------ WRI Interests, Inc. --------------------- WRI/Bell Plaza, Inc. ---------------------- WRI/Central Plaza, Inc. ------------------------- WRI/Crosby Venture ------------------- WRI/Custer Park, Inc. ----------------------- WRI/Dickinson Venture ---------------------- WRI/Lone Star, Inc. --------------------- WRI/Pavilion, Inc. ------------------- WRI/Regency Park, Inc. ------------------------ WRI/Rockwall, Inc. ------------------- WRI/Shopping Centers I, Inc. ------------------------------- SPM/WRI Overland Park, L.P. ------------------------------ Weingarten Nostat, Inc. ------------------------- Weingarten Realty Management Company --------------------------------------- WRI/Post Oak, Inc. -------------------- WRI/7080 Express Lane, Inc. ------------------------------ Weingarten/Lufkin, Inc. ------------------------ WRI/Pembroke, Ltd. ------------------- Market at Town Center-Sugar Land Partnership ------------------------------------------------- South Padre Drive, L.P. -------------------------- Weingarten GS Inc. -------------------- Weignarten Golden State Inc. ------------------------------- WRI Parkway Plaza, Inc. -------------------------- Weingarten Golden State LLC ------------------------------ WRI GS Partnership LP ------------------------ Weingarten GS Delaware Inc. ------------------------------ |
SCHEDULE 5.12 (C)
POOL PROPERTIES WITHOUT ENVIRONMENTAL ASSESSMENT
LOC. # DESCRIPTION CITY ST
0004-700 Village Shopping Center Port Arthur TX -------- ------------------------- ------------ -- 0008-001 Heights Plaza Shopping Center Houston TX -------- -------------------------------- ------- -- 0011-001 Sheldon Forest Shopping Center Channelview TX -------- --------------------------------- ----------- -- 0012-001 Westwood Village Shopping Ctr. Lafayette LA -------- --------------------------------- --------- -- 0014-001 Fiesta Market Place Houston TX -------- --------------------- ------- -- 0016-001 Harrisburg Plaza Houston TX -------- ----------------- ------- -- 0017-001 Stella Link Shopping Center Houston TX -------- ------------------------------ ------- -- 0018-700 Long Point Shopping Center Houston TX -------- ----------------------------- ------- -- 0023-001 Lyons Avenue Shopping Center Houston TX -------- ------------------------------- ------- -- 0024-001 Gillham Circle Port Arthur TX -------- --------------- ------------ -- 0029-269 Market Street Shopping Center Jacinto City TX -------- -------------------------------- ------------- -- 0030-001 Southgate Shopping Center Beaumont TX -------- --------------------------- -------- -- 0032-001 Texas City Plaza Texas City TX -------- ------------------ ----------- -- 0033-001 Miracle Corners Shopping Ctr. Pasadena TX -------- -------------------------------- -------- -- 0034-001 Bryan Center Bryan TX -------- ------------- ----- -- 0035-001 Southgate Shopping Center Lake Charles LA -------- --------------------------- ------------- -- 0036-001 University Plaza Houston TX -------- ----------------- ------- -- 0038-251 East Town Shopping Center Lake Charles LA -------- ---------------------------- ------------- -- 0040-001 Westwood Shopping Center Shreveport LA -------- -------------------------- ---------- -- 0041-001 New Boston Rd. Shopping Center Texarkana TX -------- ---------------------------------- --------- -- 0042-001 Bellfort Shopping Center Houston TX -------- -------------------------- ------- -- 0043-001 Bellaire Blvd Shopping Center Bellaire TX -------- -------------------------------- -------- -- 0044-001 Southgate Shopping Center Shreveport LA -------- --------------------------- ---------- -- 0050-001 Westbury Triangle Houston TX -------- ------------------ ------- -- 0055-001 Lawndale Shopping Center Houston TX -------- -------------------------- ------- -- 0056-001 Southgate Shopping Center Houston TX -------- --------------------------- ------- -- 0057-001 Eastpark Shopping Center Houston TX -------- -------------------------- ------- -- 0059-120 Broadway Plaza Shopping Ctr. Little Rock AR -------- ------------------------------- ------------ -- 0061-001 Bellwood Shopping Center Houston TX -------- -------------------------- ------- -- 0062-001 Spring Plaza Shopping Center Houston TX -------- ------------------------------- ------- -- 0064-001 Edgebrook Shopping Center Houston TX -------- --------------------------- ------- -- 0065-001 Westchase Mall Houston TX -------- --------------- ------- -- 0066-001 Fondren Southwest Village Houston TX -------- --------------------------- ------- -- 0069-001 Calder Shopping Center Beaumont TX -------- ------------------------ -------- -- 0070-001 Westhill Village Shopping Ctr. Houston TX -------- --------------------------------- ------- -- 0071-001 Park Plaza Shopping Center Lake Charles LA -------- ----------------------------- ------------- -- 0073-001 Food King Place Galveston TX -------- ----------------- --------- -- 0081-001 Northbrook Shopping Center Houston TX -------- ---------------------------- ------- -- 0082-120 Geyer Springs Shopping Center Little Rock AR -------- -------------------------------- ------------ -- 0083-001 Crossroads Shopping Center Vidor TX -------- ---------------------------- ----- -- 0085-001 Mainland Mall Texas City TX -------- -------------- ----------- -- 0086-276 Plaza Shopping Ctr. Rosenberg Rosenberg TX -------- -------------------------------- --------- -- 0087-001 Park Terrace Shopping Center DeRidder LA -------- ------------------------------- -------- -- 0088-001 Cullen Plaza Shopping Center Houston TX -------- ------------------------------- ------- -- 0089-001 Little York Plaza Shopping Ctr Houston TX -------- ---------------------------------- ------- -- 0095-001 45 York Plaza Shopping Center Houston TX -------- --------------------------------- ------- -- 0099-001 Braeswood Square Shopping Ctr. Houston TX -------- --------------------------------- ------- -- 0101-001 Inwood Village Shopping Center Houston TX -------- --------------------------------- ------- -- 0103-001 Studemont Shopping Center Houston TX -------- --------------------------- ------- -- 0104-001 Westmont Shopping Center Beaumont TX -------- -------------------------- -------- -- 0105-001 North Oaks Shopping Center Houston TX -------- ----------------------------- ------- -- 0106-001 Humblewood Shopping Center Houston TX -------- ---------------------------- ------- -- 0107-120 Markham Square Shopping Center Little Rock AR -------- --------------------------------- ------------ -- 0108-001 Orchard Green Shopping Center Houston TX -------- -------------------------------- ------- -- 0110-001 10-Federal Shopping Center Houston TX -------- ---------------------------- ------- -- 0120-001 Randall's/Norchester Village Houston TX -------- ----------------------------- ------- -- 0121-001 Randall's/El Dorado Webster TX -------- -------------------- ------- -- 0123-001 Kroger/Fondren Square Houston TX -------- ---------------------- ------- -- 0125-001 De Vargas Shopping Center Sante Fe NM -------- ---------------------------- --------- -- 0126-001 Town & Country Shopping Center Lubbock TX -------- ---------------------------------- ------- -- 0127-001 Fiesta Center Houston TX -------- -------------- ------- -- 0128-001 Portairs Shopping Center Corpus Christi TX -------- -------------------------- --------------- -- 0130-001 Rose-Rich Shopping Center Rosenberg TX -------- --------------------------- --------- -- 0131-001 Northway Shopping Center Houston TX -------- -------------------------- ------- -- 0132-120 Town & Country Shopping Center Midwest City OK -------- ---------------------------------- ------------- -- 0133-001 North Towne Plaza Albuquerque NM -------- ------------------- ----------- -- 0135-120 Boulevard Market Place Midwest City OK -------- ------------------------ ------------- -- 0136-001 Parkway Square Shopping Center College Station TX -------- --------------------------------- ---------------- -- 0138-120 Evelyn Hills Shopping Center Fayetteville AR -------- ------------------------------- ------------ -- 0139-001 Market at Westchase SC Houston TX -------- ------------------------- ------- -- 0148-001 Randalls Center/Kings Crossing Kingwood TX -------- -------------------------------- -------- -- 0162-240 Northwest Crossing Centre Houston TX -------- --------------------------- ------- -- 0172-120 Pueblo Anozira Shopping Center Tempe AZ -------- --------------------------------- ----- -- 0180-001 Valle del Sol Shopping Center Albuquerque NM -------- --------------------------------- ----------- -- 0460-001 610 and 11th Street Warehouses Houston TX -------- ---------------------------------- ------- -- 0466-001 Bayshore Plaza Pasadena TX -------- --------------- -------- -- 0471-001 Southwest Park III Houston TX -------- -------------------- ------- -- 0472-001 Central Park North Houston TX -------- -------------------- ------- -- 0473-001 Cedar Bayou Shopping Center La Marque TX -------- ------------------------------ ---------- -- 0480-001 North West Park Plaza Houston TX -------- ------------------------ ------- -- 0513-001 Bingle Shopping Center Houston TX -------- ------------------------ ------- -- 0520-001 Cullen Place Houston TX -------- ------------- ------- -- 0523-001 Crestview Houston TX -------- --------- ------- -- 0529-001 North Triangle Shops Houston TX -------- ---------------------- ------- -- 0531-001 Cypress Station Square Houston TX -------- ------------------------ ------- -- 0537-001 San Pedro Building San Antonio TX -------- -------------------- ------------ -- 0538-001 Bandera Village San Antonio TX -------- ---------------- ------------ -- 0543-001 Steeplechase Houston TX -------- ------------ ------- -- 0582-001 Bellfort SW Shopping Center Houston TX -------- ------------------------------ ------- -- 0583-001 Landmark Shopping Center Houston TX -------- -------------------------- ------- -- 0584-001 Wilcrest SW Shopping Center Houston TX -------- ------------------------------ ------- -- 0591-001 River Oaks Shopping Center Houston TX -------- ----------------------------- ------- -- 0605-277 North Park Plaza Beaumont TX -------- ------------------ -------- -- 0608-001 Baywood Shopping Center Bay City TX -------- ------------------------- --------- -- 0618-001 River Pointe Conroe TX -------- ------------- ------ -- 0632-001 Porterwood Shopping Center Porter TX -------- ---------------------------- ------ -- 0634-001 Palmer Plaza Texas City TX -------- ------------- ----------- -- 0697-001 Highland Square Memphis TN -------- ---------------- ------- -- 0703-700 Broadway Shopping Center Galveston TX -------- -------------------------- --------- -- 0711-001 North Main Place Houston TX -------- ------------------ ------- -- 0738-700 Tyler Shopping Center Tyler TX -------- ----------------------- ----- -- 0742-001 Danville Plaza Shopping Center Monroe LA -------- --------------------------------- ------ -- 0767-120 Westgate Shopping Center Little Rock AR -------- -------------------------- ------------ -- |
SCHEDULE 6.02
Existing Liens
Holder Description
------ -----------
|
Mortgages and IRB's and AG:
American General Life Texas WRI Variable Annuity Life Ins. WRI Industrial Revenue Bonds Westwood Village Shopping Center Industrial Revenue Bonds - Phase 2 Westwood Village Shopping Center City of Houston Harrisburg Plaza Hawn, William R. South Gate Shopping Center Industrial Revenue Bonds Park Plaza Shopping Center Industrial Revenue Bonds Galveston Place Industrial Revenue Bonds Shawnee Village American Family Ins. Group Kohl's Shopping Center Southern Farm Bureau Northaven Southern Farm Bureau Walnut Hills Windsor Hills Center Ltd Partnership Windsor Hills Calpers Rainbow Plaza La Salle Nat'l Bank (GMAC) Rainbow Plaza John Hancock Ballwin Plaza AMRESCO Central Plaza AMRESCO Bell Plaza Lehman Bros. Holding Custer Park Chase San Mateo Chase College Station New York Life Insurance Co. ANICO Bangor Savings Bank Lisbon Street John Hancock Rainbow Plaza I Prudential Life Insurance Co. Bartlette Towne Center Shopping Center LaSalle Bank California -Burnham Portfolio Bear, Stearns Funding, Inc. Rockwall Market Place Capital Leases: Francisco Center Included in Secured in Q College Park Shopping Center Included in Secured in Q |
SCHEDULE 6.04
CERTAIN INVESTMENTS
WEINGARTEN REALTY INVESTORS 50/50
JOINT VENTURES
Project Name % O/S
Admin.Proj.-Alabama-Shepherd 50
Admin.Proj.-Wein/Finger Ventur 50
Admin.Proj.-Eastex Venture 50
Sheldon Forest Shopping Center 50
Market Street Shopping Center 50
East Town Shopping Center 50
Plaza Shopping Ctr. Rosenberg 50
K-Mart Plaza 50
River Pointe Mini-Storage 50
Little York Mini-Storage 50
South Loop Business Park 50
Alabama Shepherd Shopping Ctr. 50
North Park Plaza 50
The Promenade Shopping Center 50
Bridges at Smoky Hills 50
Elizabeth Marketplace 50
City Center englewood 50
Thorncreek 50
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Existing 50/50 JV's
SCHEDULE 6.08
Existing Restrictions
Covenants and restrictions as contained in Weingarten Realty Investors shelf registration of securities for future issuances and all previously issued Medium Term Notes.
HOUSTON:019643/00001:642992v6
Date of Assignment:
Legal Name of Assignor:
Legal Name of Assignee:
Assignee's Address for Notices:
Effective Date of Assignment
("Assignment Date"):
[Name of Borrower], Commerzbank AG, New York Branch,
as Administrative Agent,
By: ______________________ By: __________________________
Name: Name:
|
Title: Title:
B-6
HOUSTON:019643/00001:642992v6
CREDIT AGREEMENT
EXHIBIT B
---------
|
1. Secured Debt to Total Asset Value Ratio
(a) Indebtedness secured by a Lien,
Subsidiary Indebtedness owed to non-Affiliate and any
Indebtedness of any non-Guarantor Subsidiary $___________
(b) Net Operating Income for properties that have reached
the Stabilization Date and owned during the most recent
6 months full period $___________
(c) Capital Expenditure Reserve $___________
(d) (b) - (c) .0975 $___________
(e) Historical Value of properties acquired during the most
recent 6 months period or that are completed but
have not reached the Stabilization Date $___________
(f) Historical Value of properties under construction or
development (limited to 20% of Total Asset Value) $___________
(g) Historical Value of undeveloped land $___________
(limited to 10% of Total Asset Value)
(h) Value ((d) + (e) + (f) + (g)) $___________
(i) Cash and cash equivalents excluding tenant
security and other restricted deposits $___________
(j) Investments in real estate related Unconsolidated
Affiliates (limited to 10% of Total Asset Value) $___________
(k) Investments in mortgages and notes receivable
(limited to 10% of Total Asset Value and 5% of Total
Asset Value if Borrower has no ownership interest) $___________
(l) Total Asset Value ((h) + (i) + (j) + (k)) $___________
(m) Secured Debt to Total Asset Value Ratio _________%
(as a percentage, (a) (l))
2. Interest Coverage Ratio
(a) Borrower's EBITDA $___________
(b) Interest Expense $___________
(c) Interest Coverage Ratio ______ : 1.00
3. Fixed Charge Coverage Ratio Calculation:
(a) Borrower's EBITDA $___________
(b) Capital Expenditure Reserve $___________
(attach quarterly average calculation)
(c) (a) - (b) $___________
(d) Principal paid and due and payable plus Interest Expense
$___________
plus cash dividends on preferred stock
(e) Fixed Charge Coverage Ratio ((c) to (d)) _______ : 1.00
4. Net Worth Calculation:
(a) Total Asset Value $___________
(b) Indebtedness $___________
(c) Net Worth $___________
5. Unencumbered Interest Coverage Ratio
(a) Net Operating Income for property in the Pool,
less Capital Expenditure Reserve for each such property $___________
(b) Interest Expense on unsecured debt
$___________
(c) Unencumbered Interest Coverage Ratio ((a) to (b)) ______ : 1.00
6. Debt to Total Asset Value Ratio Calculation:
(a) Indebtedness $___________
(b) Total Asset Value $___________
(c) Debt to Total Asset Value Ratio _______%
7. Asset Maintenance Calculation
(a) (i) Value of Pool
(attach list of each Property) $___________
(ii) Outstanding unsecured Indebtedness $___________
x 1.85
--------
(iii) Minimum Value of Pool $___________
(b) Occupancy Level of the Pool ________%
(c) (i) Value of Pool $__________
(ii) Value of the Pool consisting of ground leases $__________
(iii) (ii) (i), expressed as a percentage ________%
(d) (i) Value of Pool $__________
(ii) Value of Partial Subsidiary Real Property $__________
(iii) (ii) (i), expressed as a percentage ________%
8. Debt Limitation
Secured Debt, not including Non-recourse Debt $___________
9. Investment Limitations
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(a) (i) Investments in Unconsolidated Affiliates
and other REITS $___________
(ii) Total Asset Value $___________
(iii) (i) (ii), expressed as a percentage ________%
(b) (i) Investments in mortgages and notes receivable
$__________
(ii) Total Asset Value $__________
(iii) (i) (ii), expressed as a percentage ________%
(c) (i) Investments in mortgages and notes receivable
if Borrower has no ownership interest $__________
(ii) Total Asset Value $__________
(iii) (i) (ii), expressed as a percentage ________%
(d) (i) Investments in undeveloped land $__________
(ii) Total Asset Value $__________
(iii) (i) (ii), expressed as a percentage ________%
(e) (i) Investments in property under construction or
development $__________
(ii) Total Asset Value $__________
(iii) (i) (ii), expressed as a percentage ________%
(f) (i) Investments in Real Property not constituting
Retail Property or undeveloped land $__________
(ii) Total Asset Value $__________
(iii) (i) (ii), expressed as a percentage ________%
(g) (i) Investments in undeveloped land, Unconsolidated
Affiliates and other REITS, property under construction
or development, mortgages and notes receivable
and certain securities $__________
(ii) Total Asset Value $__________
(iii) (i) (ii), expressed as a percentage ________%
10. Restricted Payments
(a) Restricted Payments for Reporting Period and preceding
$__________
3 quarters (cannot exceed 95% of (b))
(b) Funds from Operations plus capital gains $__________
This Compliance Certificate has been executed and delivered as of the date
set forth above.
WEINGARTEN REALTY INVESTORS
By:
Name:
Title:
Footnotes to Exhibit B:
1 Alternatively, if a Default or Event of Default existed or exists,
specify the nature and period of existence thereof and what action the Borrower
or any of its Subsidiaries has taken, is taking and proposes to take with
respect thereto.
2 Pursuant to Section 5.02(a), cannot exceed thirty-five percent (35%)
3 Pursuant to Section 5.02(b), must not be less than 2.25 to 1.00.
4 Pursuant to Section 5.02(c), must not be less than 1.75 to 1.00.
5 Pursuant to Section 5.02(d), must not be less than $950,000,000, plus 50%
of the net proceeds of equity offerings after the date of the Credit Agreement.
6 Pursuant to Section 5.02(e), must not be less than 2.25 to 1.00.
7 Pursuant to Section 5.02(f), cannot exceed fifty-five percent (55%).
8 Pursuant to Section 5.12.A(e), must not be less than eighty-five percent
(85%).
9 Pursuant to Section 5.12.B, must not exceed ten percent (10%).
10 Pursuant to Section 5.12.C(a), must not exceed ten percent (10%).
11 Pursuant to Section 6.01, must not exceed $125,000,000.
12 Pursuant to Section 6.04(c), cannot exceed ten percent (10%) of the
Total Asset Value.
13 Pursuant to Section 6.04(d) (i), cannot exceed ten percent (10%) of
Total Asset Value.
14 Pursuant to Section 6.04(d)(ii), cannot exceed five percent (5%) of
Total Asset Value.
|
15 Pursuant to Section 6.04(e), cannot exceed ten percent (10%) of Total
Asset Value.
16 Pursuant to Section 6.04(g), cannot exceed twenty percent (20%) of Total
Asset Value.
17 Pursuant to Section 6.04(h), cannot exceed twenty-five percent (25%) of
Total Asset Value.
18 Pursuant to Section 6.04, cannot exceed forty percent (40%) of Total
Asset Value.
(GUARANTOR)
By:
Name:
Title:
Address for Notices:
c/o Weingarten Realty Investors
Attention:
By:
Name:
Title:
A. ABR Borrowing.
--------------
1. Amount of conversion of existing
Loan to ABR Borrowing: $_____________
2. Date of conversion _____________
|
B. Eurodollar Borrowing:
---------------------
1. Amount of conversion of existing
Loan to Eurodollar Borrowing: $_____________
2. Number of Eurodollar
Borrowing(s) now in effect: _____________
|
cannot exceed six (6)
3. Date of conversion: _____________
4. Interest Period: _____________
5. Expiration date of current Interest
Period as to this conversion: _____________
The Borrower hereby represents and warrants that the amounts set forth
above are true and correct, that the amount above requested has actually been
incurred, that the representations and warranties contained in the Credit
Agreement are true and correct as if made as of this date (except to the extent
relating to a specific date), and that the Borrower has kept, observed,
performed and fulfilled each and every one of its obligations under the Credit
Agreement as of the date hereof [except as follows: _______________]
Very truly yours,
WEINGARTEN REALTY INVESTORS
By:
Name:
Title:
[Face of Security]
REGISTERED PRINCIPAL AMOUNT
No. 1 $200,000,000
CUSIP No. 948741 AD 5
WEINGARTEN REALTY INVESTORS
7% Note due 2011
WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust (herein
referred to as the "Company," which term includes any successor corporation
under the Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of TWO HUNDRED MILLION DOLLARS ($200,000,000) on July 15, 2011 (the "Stated
Maturity Date") or date fixed for earlier redemption (the "Redemption Date," and
together with the Stated Maturity Date with respect to principal repayable on
such date, the "Maturity Date"), and to pay interest thereon from July 17, 2001
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on January 15 and July 15 in each year (each,
an "Interest Payment Date"), commencing January 15, 2002, at the rate of 7% per
annum, until the principal hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture referred to on the reverse hereof, be paid to
the Holder in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the January 1 or July 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date by mailing a
check to such Holder at its registered address or by transfer of funds to an
account maintained by such Holder within the United States. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date, and may be paid to the Holder in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee referred to on the reverse hereof, notice
whereof shall be given to Holders of Notes of this series not less than 10 days
prior to such Special Record Date. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
The principal of this Note payable on the Stated Maturity Date or the principal
of, premium, if any, and, if the Redemption Date is not an Interest Payment
Date, interest on this Note payable on the Redemption Date will be paid against
presentation of this Note at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, currently the
office of the Trustee located at 450 West 33rd Street, New York, New York 10001,
in such coin or currency of the Untied States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest payable on this Note on any Interest Payment Date and on the Stated
Maturity Date or Redemption Date, as the case may be, will include interest
accrued from and including the next preceding Interest Payment Date in respect
of which interest has been paid or duly provided for (or from and including July
17, 2001, if no interest has been paid on this Note) to but excluding such
Interest Payment Date or the Stated Maturity Date or Redemption Date, as the
case may be. If any Interest Payment Date or the Stated Maturity Date or
Redemption Date falls on a day that is not a Business Day, as defined below,
principal, premium, if any, and/or interest payable with respect to such
Interest Payment Date or Stated Maturity Date or Redemption Date, as the case
may be, will be paid on the next succeeding Business Day with the same force and
effect as if it were paid on the date such payment was due, and no interest
shall accrue on the amount so payable for the period from and after such
Interest Payment Date or Stated Maturity Date or Redemption Date, as the case
may be. "Business Day" means any day, other than a Saturday or Sunday, on which
banks in the City of New York are not required or authorized by law or executive
order to close.
All payments of principal, premium, if any, and interest in respect of this Note
will be made by the Company in immediately available funds.
Reference is hereby made to the further provisions of this Note set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the Certificate of Authentication hereon has been executed by the Trustee
by manual signature of one of its authorized signatories, this Note shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its facsimile corporate seal.
Dated: July 17, 2001
WEINGARTEN REALTY INVESTORS.
(SEAL)
By:
Name:
Title:
By:________________________________
Name:
Title:
Attest:
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture.
The Chase Manhattan Bank,
as Trustee
By: _____________________________________ Authorized Signatory
[Reverse of Security]
WEINGARTEN REALTY INVESTORS
7% Note due 2011
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of May 1, 1995 (herein called the "Indenture")
between the Company and The Chase Manhattan Bank, as trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of which this Note is a part), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Note is one of the duly authorized series of Securities designated as "7% Notes
due 2011" (collectively, the "Notes"), and the aggregate principal amount of the
Notes to be issued under such series is limited to $200,000,000 (except for
Notes authenticated and delivered upon transfer of, or in exchange for, or in
lieu of other Notes). All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance with the provisions of the following
paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.
This Note is subject to redemption at any time, as a whole or in part, at the
election of the Company at a redemption price equal to the sum of (i) an amount
equal to 100% of the principal amount of the Securities being redeemed and (ii)
the Make-Whole Amount, together with accrued and unpaid interest up to but not
including the Redemption Date.
"Make-Whole Amount" means the excess, if any, of (i) the aggregate present value
as of the date of such redemption of each dollar of principal being redeemed and
the amount of interest (exclusive of interest accrued to the date of redemption)
that would have been payable in respect of such dollar if such redemption had
not been made, determined by discounting, on a semi-annual basis, such principal
and interest at the Reinvestment Rate (determined on the third Business Day
preceding the date such notice of redemption is given or declaration of
acceleration is made) from the respective dates on which such principal and
interest would have been payable if such redemption or accelerated payment had
not been made, over (ii) the aggregate principal amount of the Securities being
redeemed.
"Reinvestment Rate" means .25% (twenty-five one hundredths of one percent) plus
the arithmetic mean of the yields under the respective headings "This Week" and
"Last Week" published in the Statistical Release under the caption "Treasury
Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the then remaining maturity of the Notes being redeemed or
paid. If no maturity exactly corresponds to such maturity, yields for the two
published maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Reinvestment
Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For
purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Amount
shall be used.
"Statistical Release" means the statistical release designated "H.15(519)" or
any successor publication which is published weekly by the Federal Reserve
System and which establishes yields on actively traded United States government
securities adjusted to constant maturities or, if such statistical release is
not published at the time of any determination under the Indenture, then such
other reasonably comparable index which shall be designated by the Company.
Notice of redemption will be given by mail to Holders of Securities, not less
than 30 nor more than 60 days prior to the Redemption, all as provided in the
Indenture.
In the event of redemption of this Note in part only, a new Note or Notes for
the unredeemed portion hereof shall be issued in the name of the Holder hereof
upon the cancellation hereof.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of not
less than a majority of the aggregate principal amount of all Securities issued
under the Indenture at the time Outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority of
the aggregate principal amount of the Outstanding Securities, on behalf of the
Holders of all such Securities, to waive compliance by the Company with certain
provisions of the Indenture. Furthermore, provisions in the Indenture permit
the Holders of not less than a majority of the aggregate principal amount, in
certain instances, of the Outstanding Securities of any series to waive, on
behalf of all of the Holders of Securities of such series, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and other Notes issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.
This Note is issuable only in registered form without coupons in minimum
denominations of $100,000 and integral multiples of $1,000 in excess thereof.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes, whether
or not this Note be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY IN SUCH STATE.
Dated:
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of this Note in every particular without alteration or
enlargement or any change whatsoever.
WEINGARTEN REALTY INVESTORS
2001 LONG TERM INCENTIVE PLAN
(a) attract and retain key employees of the Company;
(b) attract and retain trust managers and Consultants (as defined below);
(c) motivate Participants (as defined below) by means of appropriate incentives to achieve long-range goals;
(d) provide incentive compensation opportunities that are competitive with those of comparable enterprises; and
(e) further align Participants' interests with those of the Company's other shareholders through compensation alternatives based on the Company's common shares of beneficial interest;
and thereby promote the long-term financial interest of the Company and its Subsidiaries (as defined below), if any, including the growth in value of the Company's equity and enhancement of long-term shareholder return.
(a) "Award" shall mean the grant of Share Options or Restricted Shares pursuant to the Plan.
(b) "Award Agreement" shall mean a written agreement between the Company and a Participant documenting an Award under the Plan.
(c) "Board" shall mean the Board of Trust Managers of the Company.
(d) "Cause" shall mean termination of a Participant's employment with the Company or a Subsidiary upon the occurrence of one or more of the following events:
(1) The Participant's failure to substantially perform such
Participant's duties with the Company or any Subsidiary as determined by the
Committee or the Board following receipt by the Participant of written notice of
such failure and the Participant's failure to remedy such failure within thirty
(30) days after receipt of such notice (other than a failure resulting from the
Participant's incapacity during physical or mental illness);
(2) The Participant's willful failure or refusal to perform specific directives of the Board, which directives are consistent with the scope and nature of the Participant's duties and responsibilities, and which are not remedied by the Participant within thirty (30) days after being notified in writing of such Participant's failure by the Board;
(3) The Participant's conviction of a felony; or
(4) A breach of the Participant's fiduciary duty to the Company or any Subsidiary or willful violation in the course of performing the Participant's duties for the Company or any Subsidiary of any law, rule or regulation (other than traffic violations or other minor offenses). No act or failure to act on the Participant's part shall be considered willful unless done or omitted to be done in bad faith and without reasonable belief that the action or omission was in the best interest of the Company;
provided, however, that for each employee of the Company who has entered into an employment agreement with the Company, "cause" shall have the meaning provided in such employment agreement.
(e) "Change in Control" shall mean, after the Effective Date, (i) a Corporate Transaction is consummated, other than a Corporate Transaction that would result in substantially all of the holders of voting securities of the Company outstanding immediately prior thereto owning (directly or indirectly and in substantially the same proportions relative to each other) not less than fifty percent (50%) of the combined voting power of the voting securities of the issuing/surviving/resulting entity outstanding immediately after such Corporate Transaction or (ii) an agreement for the sale or other disposition of all or substantially all of the Company's assets (evaluated on a consolidated basis, without regard to whether the sale or disposition is effected via a sale or disposition of assets of the Company, the sale or disposition of the securities of one or more Subsidiaries or the sale or disposition of the assets of one or more Subsidiaries) is consummated.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time (or any successor to such legislation).
(g) "Committee" shall mean the Executive Compensation Committee of the Board as such Executive Compensation Committee may be constituted from time to time; provided, however, membership on the Committee shall be limited to Non-Employee Trust Managers; and provided further, the Committee will consist of not less than two (2) trust managers.
(h) "Consultant" shall mean any Person who or which is engaged by the Company or any Subsidiary to render consulting services pursuant to a written agreement.
(i) "Corporate Transaction" shall mean any recapitalization (other than a transaction contemplated by Section 1.10 of the Plan) merger, consolidation or conversion involving the Company or any exchange of securities involving the Shares (other than a transaction contemplated by Section 1.10 of the Plan), provided that an issuance of Shares by the Company shall not be deemed to be a "Corporate Transaction."
(j) "Disabled" shall mean the inability of a Participant, by reason of a physical or mental impairment, to engage in any substantial gainful activity on behalf of the Company, of which the Board shall be the sole judge.
(k) "Fair Market Value" of any Share shall mean (i) if the Shares are listed on a national securities exchange or the Nasdaq stock market, the closing price of a Share on a given date; (ii) if the Shares are traded on an exchange or market in which prices are reported on a bid and asked prices, the closing price for a Share on a given date; or (iii) if the Shares are not listed on a national securities exchange nor traded on the over-the-counter market, such value as the Committee, in good faith, shall determine.
(l) "Incentive Share Option" shall mean any option to purchase Shares awarded pursuant to the Plan which qualifies as an "Incentive Share Option" pursuant to Code Section 422.
(m) "Non-Employee Trust Manager" shall have the meaning set forth for a non-employee director in Rule 16b-3 (or any successor to such rule) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), who are also "outside directors," as required pursuant to Code Section 162(m) and such Treasury regulations as may be promulgated thereunder.
(n) "Non-Qualified Share Option" shall mean any option to purchase Shares awarded pursuant to the Plan that does not qualify as an Incentive Share Option (including, without limitation, any option to purchase Shares originally designated as or intended to qualify as an Incentive Share Option) but which does not (for whatever reason) qualify as an Incentive Share Option.
(o) "Option Date" shall mean, with respect to any Share Option, the date on which the Share Option is awarded under the Plan.
(p) "Participant" shall mean (i) any regular full-time employee of the Company or any Subsidiary (meaning an employee who works at least thirty (30) hours or more per week) who is selected by the Committee to participate in the Plan, or (ii) any Consultant or trust manager of the Company or any Subsidiary.
(q) "Permitted Modification" shall be deemed to be any modification of an Award which is made in connection with a Corporate Transaction and which provides in connection with a Share Option, that subsequent to the consummation of the Corporate Transaction (i) the exercise price of such Share Option will be proportionately adjusted to reflect the exchange ratio applicable to the particular Corporate Transaction and/or (ii) the nature and amount of consideration to be received upon exercise of the Share Option will be the same (on a per share basis) as was received by Persons who were holders of shares of Common Stock immediately prior to the consummation of the Corporate Transaction.
(r) "Permitted Transferees" shall mean a member of a Participant's immediate family, trusts for the benefit of such immediate family members, and partnerships in which the Participant and/or such immediate family members are the only partners, provided that no consideration is provided for the transfer. Immediate family members shall include a Participant's spouse, descendants (children, grandchildren and more remote descendants), and shall include step-children and relationships arising from legal adoption.
(s) "Person" shall mean an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization or any other form of business organization.
(t) "Restricted Period" has the meaning ascribed to it in Article IV.
(u) "Restricted Shares" has the meaning ascribed to it in Article IV.
(v) "Securities Act" shall mean the Securities Act of 1933, as amended from time to time (or any successor to such legislation).
(w) "Shares" shall mean the common shares of beneficial interest of the Company, $.03 par value per share, of the Company.
(x) "Share Option" shall mean the right of a Participant to purchase Shares pursuant to an Incentive Share Option or a Non-Qualified Share Option awarded pursuant to the provisions of the Plan.
(y) "Subsidiary" shall mean any corporation during any period of which fifty percent (50%) or more of the total combined voting power of all classes of securities entitled to vote is owned, directly or indirectly, by the Company.
(z) "Transactional Consideration" shall have the meaning set forth in
Section 1.11(a) of the Plan.
(a) The authority to manage and control the operation and administration of the Plan shall be vested in the Committee. Subject to the provisions of the Plan, the Committee will have authority to:
(1) select employees, Consultants or trust managers to receive Awards;
(2) to determine the time or times of receipt of Shares issued pursuant to an Award;
(3) to determine the types of Awards and the number of Shares covered by the Awards;
(4) to establish the terms, conditions, performance criteria, restrictions, and other provisions of Awards;
(5) to amend, modify or suspend Awards;
(6) to interpret the Plan;
(7) to establish, amend, and rescind any rules and regulations relating to the Plan;
(8) to determine the terms and provisions of any Award Agreements and, as provided in the Plan, to modify such Award Agreements; and
(9) to make all other determinations that may be necessary or advisable for the administration of the Plan.
(b) In making Award determinations under the Plan, the Committee may take into account the nature of services rendered by the respective employee, Consultant, independent contractor or trust manager of the Company or any Subsidiary, his or her present and potential contribution to the Company's or any Subsidiary's success and such other factors as the Board deems relevant.
(c) With respect to persons subject to Section 16 of the Securities Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successor rule or statute under the Exchange Act. To the extent any provision of the Plan or action by the Board or the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law.
(d) The Committee shall consist solely of two or more Non-Employee Trust Managers until such time as such other requirements are imposed or as otherwise permitted by Rule 16b-3 or its successor rule or statute under the Exchange Act. The Committee shall function as follows: a majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all members of the Committee, shall be the acts of the Committee, unless provisions to the contrary are embodied in the Company's Bylaws or resolutions duly adopted by the Board. All actions taken and decisions and determinations made by the Committee pursuant to the Plan shall be binding and conclusive on all persons interested in the Plan. No member of the Board or the Committee shall be liable for any action or determination taken or made in good faith with respect to the Plan.
(e) Notwithstanding any provision hereof, the Board, in its sole and exclusive discretion, may vest any or all of the authority, powers and discretion provided to the Committee under this Section or any provision of the Plan to the Board. All members of the Committee will serve at the pleasure of the Board.
(a) Notwithstanding any other provision of the Plan, the Company shall have no liability to issue any Shares under the Plan unless such issuance would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity. Prior to the issuance of any Shares under the Plan, the Company may require a written statement that the recipient is acquiring the shares for investment and not for the purpose or with the intention of distributing the shares. As a condition to the issuance or transfer of any Shares issuable in connection with an award under the Plan, the Company may require an opinion of counsel, satisfactory to the Company, to the effect that (i) such issuance and/or transfer will not be in violation of the Securities Act or any other applicable securities laws and (ii) such issuance and/or transfer will not be in violation of the rules and regulations of any securities exchange or automated quotation system on which the Shares are listed or admitted to trading.
(b) All awards and payments under the Plan are subject to withholding of all applicable taxes, which withholding obligations may be satisfied, with the consent of the Committee, through the surrender of Shares that the Participant already owns, or to which a Participant is otherwise entitled under the Plan. The Company shall have the right to deduct from the number of Shares constituting part of the exercised award paid in cash, if any, in consequence of the exercise of a Share Option or in connection with an award of Restricted Shares under the Plan, any taxes required by law to be withheld with respect to such cash payments. Where an employee or other person is entitled to receive Shares pursuant to the exercise of a Share Option pursuant to the Plan, the Company shall have the right to require the employee or such other person to pay to the Company the amount of any taxes that the Company is required to withhold with respect to such shares, or, in lieu thereof, to retain, or sell without notice, a sufficient number of such shares to cover the amount required to be withheld.
(c) Upon the disposition (within the meaning of Code Section 424(c)) of Shares acquired pursuant to the exercise of an Incentive Share Option prior to the expiration of the holding period requirements of Code Section 422(a)(1), the employee shall be required to give notice to the Company of such disposition and the Company shall have the right to require the employee to pay to the Company the amount of any taxes that are required by law to be withheld with respect to such disposition.
(d) Upon termination of the Restricted Period with respect to an award of Restricted Shares (or such earlier time, if any, as an election is made by the employee under Code Section 83(b), or any successor provisions thereto, to include the value of such shares in taxable income), the Company shall have the right to require the Participant or other person receiving Shares in respect of such Restricted Shares award to pay to the Company the amount of taxes that the Company is required to withhold with respect to such Shares or, in lieu thereof, to retain or sell without notice a sufficient number of Shares held by it to cover the amount required to be withheld. The Company shall have the right to deduct from all dividends paid with respect to Restricted Shares the amount of taxes that the Company is required to withhold with respect to such dividend payments.
(e) The Company shall not be liable for damages due to delay in the issuance, delivery or transfer of any Shares issuable in connection with an award under the Plan for any reason whatsoever, including, but not limited to, a delay caused by the listing requirements of any securities exchange or automated quotation system or any registration requirements under the Securities Act or under any other state or federal law, rule or regulation. Furthermore, the Company will have no liability to any person for refusing to issue, deliver or transfer any Shares issuable in connection with an award under the Plan if such refusal is based upon the foregoing provisions of this Section.
(a) If a Corporate Transaction is consummated and immediately following the consummation of such Corporate Transaction the Persons who were holders of Shares immediately prior to the consummation of such Corporate Transaction do not receive any securities or other property (hereinafter collectively referred to as "Transactional Consideration") as a result of such Corporate Transaction and substantially all of such Persons continue to hold the Shares held by them immediately prior to the consummation of such Corporate Transaction (in substantially the same proportions relative to each other), the Awards will remain outstanding and will continue in full force and effect in accordance with its terms (without any modification) following the consummation of the Corporate Transaction.
(b) If a Corporate Transaction is consummated and immediately following the consummation of such Corporate Transaction the Persons who were holders of Shares immediately prior to the consummation of such Corporate Transaction receive Transactional Consideration as a result of such Corporate Transaction or substantially all of such Persons do not continue to hold the Shares held by them immediately prior to the consummation of such Corporate Transaction (in substantially the same proportions relative to each other), the terms and conditions of the Awards will be modified as follows:
(1) If the documentation pursuant to which a Corporate Transaction will be consummated provides for the assumption (by the entity issuing Transactional Consideration to the Persons who were the holders of Shares immediately prior to the consummation of such Corporate Transaction) of the Awards granted pursuant to the Plan without any modification or amendment other than the issuer of the shares covered by the Award, such Awards will remain outstanding and will continue in full force and effect in accordance with their terms following the consummation of such Corporate Transaction.
(2) If the documentation pursuant to which a Corporate Transaction will be consummated does not provide for the assumption by the entity issuing Transactional Consideration to the Persons who were the holders of Shares immediately prior to the consummation of such Corporate Transaction of the Awards granted pursuant to the Plan without any modification or amendment, all vesting restrictions (performance based or otherwise) applicable to Awards which will not be so assumed will accelerate and the holders of such Awards may (subject to the expiration of the term of such Awards) exercise/receive the benefits of such Awards without regard to such vesting restrictions during the ten (10) day period immediately preceding the consummation of such Corporate Transaction. For purposes of the immediately preceding sentence, all performance based goals will be deemed to have been satisfied in full. The Company will provide each Participant holding Awards that will not be so assumed with reasonable notice of the termination of such vesting restrictions and the impending termination of such Awards. Upon the consummation of such a Corporate Transaction, all unexercised Awards which are not to be so assumed will automatically terminate and cease to be outstanding.
(c) Nothing contained in this Section will be deemed to extend the term of an Award or to revive any Award which has previously lapsed or been cancelled, terminated or surrendered.
(a) Each Incentive Share Option shall become and be exercisable at such time or times and during such period or periods, in full or in such installments, as may be determined by the Committee at the Option Date.
(b) Unless otherwise provided in the Award Agreement evidencing such Incentive Share Option, Participants may elect to pay the purchase price of Shares purchased upon the exercise of Incentive Share Options in cash or through delivery at the time of such exercise of Shares (valued at Fair Market Value as of the date of exercise) already owned by the Participant, or any combination thereof, equivalent to the purchase price of such Incentive Share Options. A Participant's payment of the purchase price in connection with the exercise of an Incentive Share Option through delivery of Shares ("ISO Shares") that were acquired through the exercise of an Incentive Share Option and that have not been held for more than one year will be considered a disposition (within the meaning of Code Section 422(c)) of ISO Shares, resulting in the disqualification of the ISO Shares from treatment as an Incentive Share Option under Code Section 422, and the Participant's recognition of ordinary income. Participants should consult with their tax advisors prior to electing to exercise an Incentive Share Option by this method.
(c) As soon as practicable following the time of exercise of an Incentive Share Option, a certificate representing the Shares so purchased shall be delivered to the Participant.
(a) the date that is (10) ten years after the date on which the Incentive Share Option is awarded (or, if the Participant owns shares possessing more than ten percent (10%) of the combined voting power of all classes of shares of the Company or any Subsidiary, the date that is five (5) years after the date on which the Incentive Share Option is awarded);
(b) the date that is one (1) year after the Participant's employment with the Company and all Related Companies is terminated by reason of the Participant becoming Disabled or by reason of the Participant's death;
(c) thirty (30) days following the date that the Participant's employment with the Company and all Related Companies is terminated for reason other than death or becoming Disabled. All rights to purchase Shares pursuant to an Incentive Share Option shall cease as of such option's Expiration Date; or
(d) the date the Participant is terminated for Cause.
All rights to purchase Shares pursuant to an Incentive Share Option shall cease as of such option's Expiration Date.
(a) Each Non-Qualified Share Option shall become and be exercisable at such time or times and during such period or periods, in full or in such installments, as may be determined by the Committee at the Option Date.
(b) Unless otherwise provided in the Award Agreement evidencing such Non-Qualified Share Option, Participants may elect to pay the purchase price of Shares purchased upon the exercise of Non-Qualified Share Options in cash or through delivery at the time of such exercise of Shares (valued at Fair Market Value as of the date of exercise) already owned by the Participant, or any combination thereof, equivalent to the purchase price of such Non-Qualified Share Options. Participants also may elect to pay, unless restricted by the Committee or the terms of the Participant's Award Agreement, the purchase price, in whole or in part, in Shares purchased upon the exercise of Non-Qualified Share Options through the Company's withholding of Shares (valued at Fair Market Value as of the date of exercise) that would otherwise be issuable upon exercise of such options equivalent to the purchase price of such Non-Qualified Share Options and, as soon as practicable thereafter, a certificate representing the net number of shares so purchased shall be delivered to the person entitled thereto.
(c) As soon as practicable following the time of exercise of a Non-Qualified Share Option, a certificate representing the Shares so purchased shall be delivered to the Participant.
(a) the date that is (10) ten years after the date on which the Non-Qualified Share Option is awarded;
(b) the date that is one (1) year after the Participant's employment with the Company and all Related Companies is terminated by reason of the Participant becoming Disabled or by reason of the Participant's death;
(c) thirty (30) days following the date that the Participant's employment with the Company and all Related Companies is terminated by reasons other than death or becoming Disabled; or
(d) the date the Participant is terminated for Cause.
All rights to purchase Shares pursuant to a Non-Qualified Share Option shall cease as of such option's Expiration Date.
(a) Restricted Shares awarded to Participants may not be sold, assigned, transferred, pledged or otherwise encumbered, except as hereinafter provided, for a period of years as the Committee may determine on the date of grant of the Award of Restricted Shares (the "Restricted Period"). Except for such restrictions, the Participant as owner of such shares shall have all the rights of a shareholder, including but not limited to the right to vote such shares and, except as otherwise provided by the Committee, the right to receive all dividends paid on such shares (including any non-vested shares subject to an Award).
(b) The Committee may in its discretion, at any time after the date of the award of Restricted Shares, adjust the length of the Restricted Period to account for individual circumstances of a Participant or group of Participants.
(c) Except as otherwise determined by the Committee in its sole discretion, a Participant whose employment with the Company and all Related Companies terminates prior to the end of the Restricted Period for any reason shall forfeit Restricted Shares remaining subject to any outstanding vesting requirements under the Restricted Share Award.
(d) Each certificate issued in respect of Restricted Shares awarded under the Plan shall be registered in the name of the Participant and, at the discretion of the Committee, each such certificate may be deposited with the Company's transfer agent or an agent of the Company as designated by the Committee. Each such certificate shall bear the following (or a similar) legend:
"The transferability of this certificate and the Shares represented hereby are subject to the terms and conditions (including forfeiture) contained in the Weingarten Realty Investors 2001 Long Term Incentive Plan and an agreement entered into between the registered owner and Weingarten Realty Investors. A copy of such plan and agreement is on file in the office of the Secretary of Weingarten Realty Investors, 2600 Citadel Plaza Drive #300, Houston, Texas 77008.
(e) At the end of the Restricted Period for Restricted Shares, such Restricted Shares will be transferred free of all restrictions (other than those imposed by law) to a Participant (or his or her legal representative, beneficiary or heir).
EXHIBIT 12.1
WEINGARTEN REALTY INVESTORS
COMPUTATION OF RATIOS OF EARNINGS AND FUNDS FROM OPERATIONS
TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
(AMOUNTS IN THOUSANDS)
Years Ended December 31,
----------------------------------
2001 2000 1999
---------- ---------- ----------
Net income available to common shareholders . . . . . . . . . $ 88,839 $ 58,961 $ 76,537
Add:
Portion of rents representative of the interest factor. . . . 940 837 1,260
Interest on indebtedness. . . . . . . . . . . . . . . . . . . 54,473 43,190 32,792
Preferred dividends . . . . . . . . . . . . . . . . . . . . . 19,703 20,040 19,593
Amortization of debt cost . . . . . . . . . . . . . . . . . . 1,372 431 359
---------- ---------- ----------
Net income as adjusted. . . . . . . . . . . . . . . . . . $ 165,327 $ 123,459 $ 130,541
========== ========== ==========
Fixed charges:
Interest on indebtedness. . . . . . . . . . . . . . . . . . . $ 54,473 $ 43,190 $ 32,792
Capitalized interest. . . . . . . . . . . . . . . . . . . . . 9,698 4,204 3,037
Preferred dividends . . . . . . . . . . . . . . . . . . . . . 19,703 20,040 19,593
Amortization of debt cost . . . . . . . . . . . . . . . . . . 1,372 431 359
Portion of rents representative of the interest factor. . . . 940 837 1,260
---------- ---------- ----------
Fixed charges . . . . . . . . . . . . . . . . . . . . . . $ 86,186 $ 68,702 $ 57,041
========== ========== ==========
RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED DIVIDENDS . . . . . . . . . . . . . . . 1.92 1.80 2.29
========== ========== ==========
Net income available to common shareholders . . . . . . . . . $ 88,839 $ 58,961 $ 76,537
Depreciation and amortization . . . . . . . . . . . . . . . . 67,803 55,344 49,256
Gain on sales of property . . . . . . . . . . . . . . . . . . (9,795) (382) (20,596)
Extraordinary charge (early retirement of debt) . . . . . . . 190
---------- ---------- ----------
Funds from operations . . . . . . . . . . . . . . . . . . 146,847 113,923 105,387
Add:
Portion of rents representative of the interest factor. . . . 940 837 1,260
Preferred dividends . . . . . . . . . . . . . . . . . . . . . 19,703 20,040 19,593
Interest on indebtedness. . . . . . . . . . . . . . . . . . . 54,473 43,190 32,792
Amortization of debt cost . . . . . . . . . . . . . . . . . . 1,372 431 359
---------- ---------- ----------
Funds from operations as adjusted . . . . . . . . . . . . $ 223,335 $ 178,421 $ 159,391
========== ========== ==========
RATIO OF FUNDS FROM OPERATIONS TO COMBINED
FIXED CHARGES AND PREFERRED DIVIDENDS . . . . . . . . . . . . 2.59 2.60 2.79
========== ========== ==========
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EXHIBIT 21.1
WEINGARTEN REALTY INVESTORS
LIST OF SUBSIDIARIES OF THE REGISTRANT
STATE OF
SUBSIDIARY INCORPORATION
--------------------------------------------------- -------------
Weingarten Realty Management Company. . . . . . . . . Texas
Weingarten/Nostat, Inc. . . . . . . . . . . . . . . . Texas
Weingarten/Lufkin, Inc. . . . . . . . . . . . . . . . Texas
WRI/Post Oak, Inc.. . . . . . . . . . . . . . . . . . Texas
A.T.D.N.L., Inc.. . . . . . . . . . . . . . . . . . . Texas
WRI/Central Plaza, Inc. . . . . . . . . . . . . . . . Texas
WRI/7080 Express Lane, Inc. . . . . . . . . . . . . . Texas
Weingarten Properties Trust . . . . . . . . . . . . . Texas
Main/O.S.T., Ltd. . . . . . . . . . . . . . . . . . . Texas
Phelan Boulevard Venture. . . . . . . . . . . . . . . Texas
Northwest Hollister Venture . . . . . . . . . . . . . Texas
East Town, Lake Charles, Co.. . . . . . . . . . . . . Louisiana
Alabama-Shepherd Shopping Center. . . . . . . . . . . Texas
Sheldon Center, Ltd.. . . . . . . . . . . . . . . . . Texas
Jacinto City, Ltd.. . . . . . . . . . . . . . . . . . Texas
Weingarten/Finger Venture . . . . . . . . . . . . . . Texas
Rosenberg, Ltd. . . . . . . . . . . . . . . . . . . . Texas
Eastex Venture. . . . . . . . . . . . . . . . . . . . Texas
South Loop-Long-Wayside Company . . . . . . . . . . . Texas
Lisbon St. Shopping Trust . . . . . . . . . . . . . . Maine
WRI/Crosby Venture. . . . . . . . . . . . . . . . . . Texas
WRI/Dickinson Venture . . . . . . . . . . . . . . . . Texas
Market at Town Center-Sugar Land Partnership. . . . . Texas
Markham West Shopping Center, L. P. . . . . . . . . . Delaware
AN/WRI Partnership, Ltd.. . . . . . . . . . . . . . . Texas
Weingarten/Bridges at Smoky Hills . . . . . . . . . . Texas
Weingarten/Miller Elizabeth Joint Venture . . . . . . Texas
Miller Weingarten Realty, LLC . . . . . . . . . . . . Colorado
Weingarten/Colorado, Inc. . . . . . . . . . . . . . . Texas
Weingarten/Investments, Inc.. . . . . . . . . . . . . Texas
Weingarten/Miller/Fiest Joint Venture . . . . . . . . Texas
Weingarten/Miller Fiest II Joint Venture. . . . . . . Texas
Weingarten/Miller/Englewood Joint Venture . . . . . . Texas
Weingarten/Miller/Thorncreek Joint Venture. . . . . . Texas
Weingarten-Murphy, Ltd. . . . . . . . . . . . . . . . Texas
WRI/Bell Plaza, Inc.. . . . . . . . . . . . . . . . . Texas
WRI/Pembroke, Ltd.. . . . . . . . . . . . . . . . . . Texas
WRI/Shopping Centers I, Inc.. . . . . . . . . . . . . Texas
WRI/Custer Park, Inc. . . . . . . . . . . . . . . . . Texas
WRI/Lone Star, Inc. . . . . . . . . . . . . . . . . . Texas
WRI/Pavilion, Inc.. . . . . . . . . . . . . . . . . . Texas
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Table continued on next page
EXHIBIT 21.1 (CONT'D.)
STATE OF
SUBSIDIARY INCORPORATION
--------------------------------------------------- -------------
WRI/Regency Park, Inc. . . . . . . . . . . . . . . . . Texas
WRI/Rockwall, Inc. . . . . . . . . . . . . . . . . . . Texas
Nanocorp, Inc. . . . . . . . . . . . . . . . . . . . . Texas
WRI Interest, Inc. . . . . . . . . . . . . . . . . . . Texas
NEC Dalrock and SH 66, Ltd.. . . . . . . . . . . . . . Texas
SPM/WRI College Station, L.P.. . . . . . . . . . . . . Texas
SPM/WRI Overland Park, L.P.. . . . . . . . . . . . . . Texas
SPM/WRI Rockwall, L.P. . . . . . . . . . . . . . . . . Texas
S/W Albuquerque, L.P.. . . . . . . . . . . . . . . . . Texas
Weingarten GS, Inc.. . . . . . . . . . . . . . . . . . Texas
Weingarten GS Delaware, Inc. . . . . . . . . . . . . . Delaware
Weingarten Golden State, Inc.. . . . . . . . . . . . . Delaware
Weingarten/Miller Lowry Joint Venture. . . . . . . . . Texas
Weingarten/Miller Aurora Joint Venture . . . . . . . . Texas
WRI GS Partnership, L.P. . . . . . . . . . . . . . . . Delaware
WRI Golden State, L.L.C. . . . . . . . . . . . . . . . Delaware
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-20964, No. 33-24364, No. 33-41604, No. 33-52473, No. 33-54402, No. 33-54404, No. 333-94945, No. 333-37823 and No. 333-37831 of Weingarten Realty Investors on Form S-8, in Post-Effective Amendment No. 1 to Registration Statement 33-25581 of Weingarten Realty Investors on Form S-8 and in Registration Statement No. 333-85967 and No. 333-57508 of Weingarten Realty Investors on Form S-3 of our report dated March 1, 2002 appearing in this Annual Report on Form 10-K of Weingarten Realty Investors for the year ended December 31, 2001.
DELOITTE & TOUCHE LLP
Houston, Texas
March 19, 2002