Edgar Filing: WEINGARTEN REALTY INVESTORS /TX/

Document

As filed with the Securities and Exchange Commission on July 31, 2018

Registration No. 333-122342

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

Post-Effective Amendment No. 1 to FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

________________

WEINGARTEN REALTY INVESTORS

(Exact name of registrant as specified in its charter)



Texas (State or other jurisdiction of incorporation or organization)		74-1464203 (I.R.S. Employer Identification No.)

2600 Citadel Plaza Drive, Suite 125

Houston, Texas 77008

(713) 866-6000

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

________________

Andrew M. Alexander

President and Chief Executive Officer

Weingarten Realty Investors

2600 Citadel Plaza Drive, Suite 125

Houston, Texas 77008

(713) 866-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

________________

Approximate date of commencement of proposed sale to the public: The offering to which this Registration Statement relates has terminated.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging grow company" in Rule 12b-2 of the Exchange Act. (Check one):



Large Accelerated filer ý		Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)		Smaller reporting company ¨
		Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment relates to the Registration Statement on Form S-3 (Registration No. 333-122342), originally filed with the Securities and Exchange Commission on January 27, 2005 (collectively, including all exhibits thereto, the “Registration Statement”). The Registration Statement registered resales from time to time of 68,508 common shares of beneficial interest, par value $0.03 per share, of Weingarten Realty Investors (the “Company”) issued upon the redemption of Class A Partnership Units of WRI Greenhouse, L.P. There are no Class A Partnership Units outstanding, and the Company has no further obligation to maintain effectiveness of the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove by means of a post-effective amendment any securities that remain unsold at the termination of the offering, this Post-Effective Amendment is being filed to terminate the effectiveness of the Registration Statement and to remove from registration all securities registered but not sold under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas, on July 31, 2018.



		WEINGARTEN REALTY INVESTORS

		By:	/s/ Andrew M. Alexander
			Andrew M. Alexander
			President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.



	Signature	Title	Date
By:	/s/ Andrew M. Alexander	Chief Executive Officer, President and	July 31, 2018
	Andrew M. Alexander	Trust Manager

By:		Chairman and Trust Manager
	Stanford Alexander

By:	/s/ Shelaghmichael Brown	Trust Manager	July 31, 2018
	Shelaghmichael Brown

By:	/s/ James W. Crownover	Trust Manager	July 31, 2018
	James W. Crownover

By:	/s/ Stephen A. Lasher	Trust Manager	July 31, 2018
	Stephen A. Lasher

By:	/s/ Thomas L. Ryan	Trust Manager	July 31, 2018
	Thomas L. Ryan

By:	/s/ Stephen C. Richter	Executive Vice President and Chief	July 31, 2018
	Stephen C. Richter	Financial Officer

By:	/s/ Douglas W. Schnitzer	Trust Manager	July 31, 2018
	Douglas W. Schnitzer

By:	/s/ Joe D. Shafer	Senior Vice President/ Chief Accounting Officer (Principal Accounting Officer)	July 31, 2018
	Joe D. Shafer

By:	/s/ C. Park Shaper	Trust Manager	July 31, 2018
	C. Park Shaper

By:	/s/ Marc J. Shapiro	Trust Manager	July 31, 2018
	Marc J. Shapiro