SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Savings and Investment Plan
for Employees of Weingarten Realty
(Full title of the plan)
____________________
WEINGARTEN REALTY INVESTORS
(Name and issuer of the securities held pursuant to the plan)
2600 Citadel Plaza Drive
Houston, Texas 77008
(Address of principal executive offices)
Financial Statements and Exhibits
------------------------------------
(a) Financial statements.
(1) Independent Auditors' Report
(2) Statements of Net Assets Available for Benefits as of
December 31, 2000 and 1999
(3) Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2000 and 1999
(4) Notes to Financial Statements
(5) Supplemental Schedules of Assets Held for Investment
Purposes at Year End and Reportable Transactions
The financial statements and schedules referred to above
have been prepared in accordance with the regulations of
the Employee Retirement Income Security Act of 1974 as
allowed under the Form 11-K financial statement
requirements.
(b) Exhibits.
24 -Independent Auditors' Consent
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
By: Weingarten Realty Investors
Date: June 28, 2001 By: Andrew M. Alexander
-----------------------------------
Andrew M. Alexander, President/
Chief Executive Officer
PAGE 2
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of the
Savings and Investment Plan for Employees of Weingarten Realty:
We have audited the accompanying statements of net assets available for benefits
of the Savings and Investment Plan for Employees of Weingarten Realty (the
"Plan") as of December 31, 2000 and 1999, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our 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 financial statements present fairly in all material
respects, the net assets available for benefits of the Plan as of December 31,
2000 and 1999, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1)
schedule of assets held for investment purposes at end of year, and (2) schedule
of reportable transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Houston, Texas
June 28 2001
PAGE 3
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF WEINGARTEN REALTY
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
-----------------------------
2000 1999
------------- -------------
ASSETS
INVESTMENTS:
Pooled Separate Investment Accounts . . . . . . . . . . . . . . . . . . $ 9,061,367 $ 10,181,435
Investment contract with Mass Mutual, #SF51260, matures 12/31/01 . . . 1,693,637
Common Stock Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,034,607 1,111,740
Participant Loans Receivable. . . . . . . . . . . . . . . . . . . . . . 410,962 291,807
------------- -------------
TOTAL INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . 12,200,573 11,584,982
------------- -------------
RECEIVABLES:
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132,114
Loan Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,675
------------- -------------
TOTAL RECEIVABLES . . . . . . . . . . . . . . . . . . . . . . . . . 133,789
------------- -------------
CASH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 7,940
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS . . . . . . . . . . . . . . . . . . . . . . . $ 12,334,362 $ 11,592,922
============= =============
See Notes to Financial Statements
PAGE 4
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF WEINGARTEN REALTY
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years Ended December 31,
------------------------------
2000 1999
------------- -------------
ADDITIONS:
Additions to net assets attributed to Investment Income:
Net appreciation in fair value of investments. . . . . . . . . . . .$ 90,039 $ 1,129,891
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,441 18,437
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176,169
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,688
------------- -------------
212,480 1,332,185
------------- -------------
Contributions:
Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,043,824 982,246
Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 352,710 289,086
------------- -------------
1,396,534 1,271,332
------------- -------------
Total Additions. . . . . . . . . . . . . . . . . . . . . . . 1,609,014 2,603,517
------------- -------------
DEDUCTIONS:
Deductions from net assets attributed to:
Benefits paid to participants. . . . . . . . . . . . . . . . . . . . . 845,145 574,947
Administrative expenses. . . . . . . . . . . . . . . . . . . . . . . . 22,429 1,869
------------- -------------
Total Deductions . . . . . . . . . . . . . . . . . . . . . . 867,574 576,816
------------- -------------
Net Increase . . . . . . . . . . . . . . . . . . . . . . . . 741,440 2,026,701
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,592,922 9,566,221
------------- -------------
End of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 12,334,362 $ 11,592,922
============= =============
See Notes to Financial Statements
PAGE 5
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
------------------------------
Notes to Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The general purpose of the Savings and Investment Plan for Employees of
Weingarten Realty (the "Plan") is to provide retirement and other related
benefits for employees of Weingarten Realty Investors ("WRI") and its
wholly-owned subsidiary, Weingarten Realty Management Company ("WRMC"),
referred to, collectively, as the "Company".
Basis of Accounting - The financial records of the Plan and the account
--------------------
records of participants of the Plan are generally maintained on the cash
basis of accounting. The accompanying financial statements of the Plan are
presented on the accrual basis of accounting; accordingly, memorandum
entries are made to the accounting records to reflect the accrual for
dividend and interest income, contributions by the Company and participants
and interest on loan payments due. Withdrawals of benefits by participants
are recorded when paid.
Investments - Investments, other than contracts with insurance companies,
-----------
are carried at their quoted market value.
Valuation of Loans to Participants - The loans to participants are valued
----------------------------------
at cost plus accrued interest, which approximates fair value.
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.
Reclassification - Certain reclassifications have been made to amounts in
----------------
prior year Statement of Net Assets Available for Benefits to conform with
current year presentations. The reclassifications do not affect Net Assets
Available for Benefits.
2. SUMMARY DESCRIPTION OF THE PLAN
The following description of the Company's 401(k) Plan provides only
general information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions.
General - The Plan is a defined contribution plan subject to the provisions
-------
of the Employee Retirement Income Security Act of 1974 ("ERISA"), as
amended, and regulations promulgated thereunder.
Eligibility - All employees are eligible to participate in the Plan after
-----------
completing one hour of eligible service.
Participant Contributions - Participants may contribute 1% unto the maximum
--------------------------
amount permitted by law, of their annual paid compensation (as defined in
the Plan document) as salary reduction contributions. Such contributions
are generally made through regular payroll withholdings and reduce the
amount of the participant's compensation that is subject to federal income
tax.
Employer Contributions - The Company may make monthly matching
-----------------------
contributions to the Plan. The maximum amount of each participant's salary
reduction contribution that is subject to matching is equal to 6% of the
participant's qualified compensation. The employer's matching contribution
is generally allocated to the individual participant's accounts based on
the ratio of the participant's salary reduction contributions to the total
salary reduction contributions made by all participants during the period.
The employer's matching contribution is directed to the different funds
(described under "Investment Options") using the same ratio as the
participants' individual contributions. The Company may also make
discretionary contributions. Discretionary contributions are allocated to
the individual participant based on the ratio of the participant's
compensation to the compensation of all participants during the year. No
discretionary contributions are invested in Weingarten Realty Common
Shares. No discretionary contributions were made during the years ended
2000 and 1999.
PAGE 6
Vesting - Participants are fully vested for all contributions made by them.
-------
For employer contributions and earnings of the Plan, participants vest as
follows:
Vested
Years of Vesting Service Percentage
------------------------ ----------
Less than 1 year. . . . . . . . . . . . . . . . . . 0
At least 1 years, but less than 2 years . . . . . . 20
At least 2 years, but less than 3 years . . . . . . 40
At least 3 years, but less than 4 years . . . . . . 60
At least 4 years, but less than 5 years . . . . . . 80
5 years or more . . . . . . . . . . . . . . . . . . 100
Upon death, disability or reaching 65 years of age, a participant becomes
fully vested for all contributions and earnings made on his behalf.
Administration - Plan Administrators, appointed by the Company, are
--------------
responsible for the administrative operations of the Plan and maintaining
the accounting records of the Plan and the participants.
Withdrawals - Upon death, disability or termination from the Company, a
-----------
participant or the beneficiary may withdraw all the participant's vested
interest in the Plan. A participant may withdraw all or a portion of his
nondeductible voluntary contributions at the end of the plan year or, in
case of hardship, at times otherwise allowed by the Plan Administrator.
Participants may withdraw all of their vested account balances upon
attaining the age of 59 1/2. Participants who terminate employment and
receive distributions of their vested account balances forfeit the
nonvested portion of their accounts. Forfeitures during the year are used
to reduce the amount required by the employers' matching contributions.
Participant Loans - Eligible participants may borrow from their fund
------------------
accounts a minimum of $1,000 up to a maximum of the lesser of $50,000 or
50% of their vested account balances. Loan transactions are treated as a
transfer between the investment funds and the loan fund. Loan terms range
from 1 to 5 years, however loans may be made up to 15 years if related to
the purchase of a primary residence. The loans are secured by the balance
in the participant's account and bear interest equal to the prime rate on
the first day of the month that the loan is made, plus 1%. Principal and
interest are paid ratably through monthly payroll deductions.
Plan Investments - Effective November 30, 1999, the Plan's trustee became
-----------------
Massachusetts Mutual Life Insurance Company (the "Trustee".) Charles Schwab
Trust Company was the prior trustee of the plan. The Trustee is responsible
for investing contributions. The Trustee allows participants to designate
the type of investments in which their individual, self-funded and employer
accounts are invested. During the 2000 plan year, the following investments
options were available: Mass Mutual Core Bond, Mass Mutual Equity Growth,
Mass Mutual Growth Equity, Mass Mutual Money Market, Mass Mutual
International Equity, Mass Mutual Small Capital Growth, Mass Mutual Core
Equity, Mass Mutual Indexed Equity, Mass Mutual Mid Capital Growth,
Oppenheimer Global, Oppenheimer Capital Appreciation, Fixed Income Fund and
Weingarten Realty Common Shares.
Amendment or Termination of the Plan - The Plan may be amended or
-------------------------------------
terminated at any time by the Company. No amendment may deprive any
participant (or their beneficiary) of any vested right the participant may
have accrued. If the Plan is terminated, the accounts of all participants
become nonforfeitable and the Plan's assets or cash will be distributed to
the participants so affected.
3. TAX STATUS
The Plan received a favorable ruling dated April 15, 1997 indicating that
the Plan was a qualified plan under Sections 401(a) and 501(a) of the
Internal Revenue Code and, therefore, exempt from income taxes. The Plan
Administrator and outside counsel believe that the Plan, as amended,
qualifies under the meanings of the above-mentioned sections of the
Internal Revenue Code; accordingly, no provision for federal income taxes
is provided in the accompanying financial statements.
PAGE 7
4. INVESTMENTS GREATER THAN FIVE PERCENT OF PLAN ASSETS
The following table presents investments that represent five percent or
more of the Plan's net assets available for benefits at December 31, 2000
and 1999:
Market Value
December 31,
----------------------------
2000 1999
------------ ------------
Mass Mutual, Fixed Income Fund. . . . . . . . . . . . . . . . . . . .$ 1,693,637
Mass Mutual, Separate Investment Account, Global. . . . . . . . . . . 678,367
Mass Mutual, Weingarten Realty Investors Stock Fund . . . . . . . . . 1,034,607 $ 1,111,740
Mass Mutual, Separate Investment Account, Capital Appreciation. . . . 2,428,522 2,436,416
Mass Mutual, Separate Investment Account, MM Core Bond. . . . . . . . 1,165,076 1,316,410
Mass Mutual, Separate Investment Account, MM Core Equity. . . . . . . 2,119,961 3,006,704
Mass Mutual, Separate Investment Account, MM Mid Capital Growth . . . 1,421,774 1,140,074
Guaranteed Interest Account . . . . . . . . . . . . . . . . . . . . . 1,474,011
5. INVESTMENT CONTRACT WITH INSURANCE COMPANY
In 2000, the Plan entered into a benefit-responsive investment contract
with National Insurance Company (Mass Mutual). Mass Mutual maintains the
contributions in a general account. The account is credited with earnings
on the underlying investments and charged for participant withdrawals and
administrative expenses. The contract is included in the financial
statements at contract value as reported to the Plan by Mass Mutual.
Contract value represents contributions made under the contract, plus
earnings, less participant withdrawals and administrative expenses.
Participants may ordinarily direct the withdrawal or transfer of all or a
portion of their investment at contract value.
There are no reserves against contract value for credit risk of the
contract issuer or otherwise. The average yield and crediting interest rate
was approximately 5.5 percent for 2000. The crediting interest rate is
based on a formula agreed upon with the issuer, but may not be less than
3 percent. Such interest rates are reviewed by the Trustee at least
thirty days prior to the commencement of the next contract year for
resetting.
6. RELATED-PARTY TRANSACTIONS
Certain Plan investments are units of separate investment accounts managed
by Mass Mutual. Mass Mutual is the trustee as defined by the Plan and,
therefore, these transactions quality as party-in-interest transactions.
Fees paid by the Plan for the investment management services amounted to
$22,429 and $1,869 for the year ended December 31, 2000 and 1999,
respectively.
PAGE 8
7. RECONCILIATION TO FORM 5500
Net Assets available for benefits as of December 31, 2000 per form 5500 . . . . . $ 12,200,573
Contributions Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132,114
Loan Interest Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,675
------------
Net Assets available for benefits, December 31, 2000 . . . . . . . . . . . . . . . $ 12,334,362
============
PAGE 9
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END
EIN #74-1464203
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF WEINGARTEN REALTY
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE,
*IDENTITY OF ISSUE, BORROWER, LESSOR RATE OF INTEREST, COLLATERAL, CURRENT
OR SIMILAR PARTY PAR OR MATURITY VALUE VALUE
* MASS MUTUAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT, CAPITAL APPRECIATION, (14,949.093 UNITS) $ 2,428,522
* MASS MUTUAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT, MM MONEY MARKET, (70 UNITS) 70
* MASS MUTUAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT, MM CORE BOND, (10,663.5 UNITS) 1,165,076
* MASS MUTUAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT, MM CORE EQUITY, (20,440.813 UNITS) 2,119,961
* MASS MUTUAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT, EQUITY GROWTH, (870.325 UNITS) 105,029
* MASS MUTUAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT, GLOBAL, (3,836.741 UNITS) 678,367
* MASS MUTUAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT, MM INDEXED EQUITY, (2,114.037 UNITS) 243,756
* MASS MUTUAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT, MM MID CAP GROWTH, (10,979.577 UNITS) 1,421,774
* MASS MUTUAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT, MM GROWTH EQUITY, (3,735.244 UNITS) 456,428
* MASS MUTUAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT, MM INTERNATIONAL EQUITY, (347.887) 50,404
* MASS MUTUAL LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT, MM SMALL CAP GROWTH, (2,817.814 UNITS) 391,980
* MASS MUTUAL LIFE INSURANCE COMPANY WEINGARTEN REALTY INVESTORS STOCK FUND, (81,720.987 UNITS) 1,034,607
* MASS MUTUAL LIFE INSURANCE COMPANY FIXED INCOME FUND 1,693,637
PARTICIPANT LOANS RECEIVABLE DUE SEMI-MONTHLY, BEARING INTEREST 8.75% TO 10.50% 410,962
-----------
TOTAL ASSETS HELD FOR INVESTMENT PURPOSES 12,200,573
*PARTY-IN-INTEREST
-------------------------------------
PAGE 10
SCHEDULE OF REPORTABLE TRANSACTIONS
EIN #74-1464203
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF WEINGARTEN REALTY
Note: Reportable transactions are those transactions which either singularly or in a series of combined purchases and sales
during the year exceed 5% of the fair value of the Plan's assets at the beginning of the year.
CURRENT
VALUE OF
ASSET ON
PURCHASE SELLING COST OF TRANSACTION NET
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSETS DATE GAIN/(LOSS)
-------------------------- ---------------------------------------- --------- --------- --------- ----------- -----------
MASS MUTUA FIXED FUND-SF GUARANTEED 1,569,451 N/A
MASS MUTUAL OUTSIDE FUND-GUARANTEED INTEREST ACCOUNT 1,569,451 1,524,336 1,569,451 45,115
PAGE 11