form8k_atmequityoffermarch09.htm
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): March 12, 2009
WEINGARTEN
REALTY INVESTORS
(Exact
Name of Registrant as Specified in Its Charter)
|
Texas
|
1-9876
|
74-1464203
|
|
(State
or Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
2600
Citadel Plaza Drive, Suite 125, Houston, Texas 77008
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
Telephone Number, Including Area Code: (713) 866-6000
Not
applicable
(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 March 12, 2009, Weingarten Realty Investors (the "Company"), entered into an
ATM Equity OfferingSM Sales
Agreement (the "Sales Agreement") with Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") pursuant to which Merrill Lynch will act as the
Company's sales agent with respect to an offering at any time and from time to
time of the Company's common shares of beneficial interest, par value $0.03,
having an aggregate offering price of up to $125,000,000 (the
"Shares"). Sales of the Shares, if any, will be made by means of
ordinary brokers' transactions on the New York Stock Exchange or otherwise at
market prices prevailing at the time of the sale, at prices related to the
prevailing market prices or at negotiated prices.
The Shares will be issued pursuant to
the Company's registration statement on Form S-3 (File No. 333-155993), which
was automatically effective upon filing with the Securities and Exchange
Commission on December 8, 2008 (the "Registration Statement").
The Sales Agreement is filed as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated by reference
herein. The foregoing description of the material terms of the Sales
Agreement and the transactions contemplated thereby does not purport to be
complete and is qualified in its entirety by reference to that
exhibit. Additional exhibits are filed herewith in connection with
the Company's Registration Statement which are incorporated reference
herein.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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: March
12, 2009
|
|
WEINGARTEN
REALTY INVESTORS
|
|
|
|
|
|
|
|
|
|
|
|
By:
/s/ Joe D. Shafer
|
|
|
Joe
D. Shafer
|
|
|
Vice
President/Chief Accounting Officer
|