Weingarten Realty Investors /TX/ (Other) (8-K)
26/09/2007 11:01am
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event
reported):
September 25,
2007
Weingarten
Realty Investors
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of Incorporation)
(Commission
File Number)
(IRS
Employer
Identification No.)
2600
Citadel Plaza Drive, Suite 300, Houston, Texas
77008
(Address
of
Principal Executive
Offices)
(Zip
Code)
(713)
866-6000
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
September 24, 2007, Weingarten
Realty Investors (the "Company") entered into a Purchase Agreement dated
September 24, 2007 (the "Purchase Agreement") with Wachovia Investment Holdings,
LLC ("Wachovia"). See Item 3.02 below for more information relating
to the Purchase Agreement the contents of which are incorporated into this
Item
1.01 by reference.
Item
3.02. Unregistered Sales of Equity Securities.
On
September 25, 2007, the Company
issued 8,000,000 Series G Depositary Shares, each representing 1/100 of the
Company’s Adjustable Rate Series G Cumulative Redeemable Preferred Shares,
$0.03 par value (the “Series G Depositary Shares”), in a private placement
at a price of $25.00 per depositary share for an aggregate price of $200,000,000
pursuant to the terms and conditions of the Purchase
Agreement. Dividends on the Series G Depositary Shares are payable
quarterly in arrears commencing December 15, 2007 at an initial dividend
rate of
Three-Month LIBOR plus 1.00%, subject to reset on the one year and
fifteenth-month anniversary, and monthly thereafter, from the date of
issuance.
The
Series G Depositary Shares were
issued to Wachovia in a private placement in reliance on Section 4(2) of
the
Securities Act of 1933, as amended. Pursuant to the Purchase
Agreement, the Company, at its option, may redeem all or part of the Series
G
Depositary Shares for $25.00 per depositary share plus accrued and unpaid
dividends (the "Redemption Price"). The Redemption Price is subject
to adjustment depending on the date of redemption as provided in the Statement
of Designation (as defined below).
Wachovia
and certain of its affiliates
have provided and may in the future provide certain commercial banking,
financial advisory and investment banking services in the ordinary course
of
business for the Company for which they have and would receive customary
fees.
Proceeds
from the issuance of Series G Depositary Shares will be used to repay borrowings
under the Company’s revolving credit facility.
Copies
of
the Statement of Designation for the Adjustable Rate Series G Cumulative
Redeemable Preferred Stock (the "Statement of Designation"), the Deposit
Agreement relating to the Series G Depositary Shares and the Purchase Agreement
are filed as Exhibits 3.1, 4.1 and 10.1 hereto, respectively, and are
incorporated by reference herein.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
With
respect to the Adjustable Rate Series G Cumulative Preferred Shares, the
Statement of Designation was prepared and is effective as of September
24, 2007,
and is attached as Exhibit 3.1 hereto and it, along with the contents of
Item
3.02, are incorporated herein by reference.
Item
9.01
Financial Statements and
Exhibits.
|
Exhibit
No.
|
Description
|
|
3.1.
|
Statement
of Designation, dated September 24, 2007, with respect to Adjustable
Rate
Series G Cumulative Redeemable Preferred Shares of Weingarten Realty
Investments
|
|
4.1
|
Deposit
Agreement, dated September 25, 2007, by and among Weingarten Realty
Investments, Mellon Investor Services LLC and holders from time
to time of
Series G Depositary Receipts
|
|
10.1.
|
Purchase
Agreement, dated September 24, 2007, between Weingarten Realty
Investors
and Wachovia Investment Holdings, LLC relating to the issuance
of
Adjustable Rate Series G Cumulative Redeemable Preferred
Shares.
|
SIGNATURE
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned hereunto duly
authorized.
Date: September
25, 2007
|
WEINGARTEN
REALTY INVESTORS
|
|
|
|
|
|
|
|
By:
|
/s/
Joe D. Shafer
|
|
|
Joe
D. Shafer
|
|
|
Vice
President/Chief Accounting
Officer
|
Exhibit Index
|
3.1.
|
Statement
of Designation, dated September 24, 2007, with respect to Adjustable
Rate
Series G Cumulative Redeemable Preferred Shares of Weingarten Realty
Investments
|
|
4.1
|
Deposit
Agreement, dated September 25, 2007, by and among Weingarten Realty
Investments, Mellon Investor Services LLC and holders from time
to time of
Series G Depositary Receipts
|
|
10.1.
|
Purchase
Agreement, dated September 24, 2007, between Weingarten Realty
Investors
and Wachovia Investment Holdings, LLC relating to the issuance
of
Adjustable Rate Series G Cumulative Redeemable Preferred
Shares.
|
5
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