Form 10-K/A filed October 2005
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
ANNUAL
REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
(Mark
One)
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x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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For
the fiscal year ended December 31, 2004
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OR
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¨ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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For
the transition period from [__________________] to
[________________]
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Commission
file number 1-9876
WEINGARTEN
REALTY INVESTORS
(Exact
name of registrant as specified in its charter)
TEXAS
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74-1464203
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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2600
Citadel Plaza Drive
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P.O.
Box 924133
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Houston,
Texas
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77292-4133
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(Address
of principal executive offices)
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(Zip
Code)
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(713)
866-6000
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(Registrant's
telephone number)
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Securities
registered pursuant to Section 12(b) of the
Act:
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Title
of Each Class
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Name
of Each Exchange on Which Registered
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Common
Shares of Beneficial Interest, $0.03 par value
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New
York Stock Exchange
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Series
D Cumulative Redeemable Preferred Shares, $0.03 par value
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New
York Stock Exchange
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Series
E Cumulative Redeemable Preferred Shares, $0.03 par value
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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.
Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Exchange Act Rule 12b-2).
YES
x NO
¨.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES
¨ NO
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 of $31.28) on June 30,
2004 was approximately $2,446,255,810. As of June 30, 2004 there were 85,607,610
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 May 3, 2005 are incorporated by reference in Part
III.
EXPLANATORY
PARAGRAPH
This
amendment on Form 10-K/A is being filed to include the conclusions of the
principal executive officer and principal financial officer regarding the
effectiveness of the disclosure controls and procedures as of December 31,
2004,
as defined in Rule 13a-15(e) and 15d-15-(e) promulgated under the Securities
Exchange Act of 1934. In addition, in connection with the filing of this
amendment and pursuant to the rules of the Securities and Exchange Commission,
this amendment includes certain currently dated certifications. This Form 10-K/A
has not been updated for events or information subsequent to the date of filing
of the original Form 10-K except in connection with the foregoing. This
amendment has not resulted in any changes to our previously reported financial
results.
ITEM
9A. Controls
and Procedures
Under
the
supervision and with the participation of our principal executive officer and
principal financial officer, management has evaluated the effectiveness of
the
design and operation of our disclosure controls and procedures (as defined
in
Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of
December 31, 2004. Based on that evaluation, our principal executive officer
and
our principal financial officer have concluded that our disclosure controls
and
procedures were effective as of December 31, 2004.
MANAGEMENT'S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Weingarten
Realty Investors and subsidiaries ("WRI") maintain a system of internal control
over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under
the
Securities Exchange Act, which is a process designed under the supervision
of
the WRI's principal executive officer and principal financial officer and
effected by WRI's board of trust managers, management and other personnel,
to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.
WRI's
internal control over financial reporting includes those policies and procedures
that:
§ Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of WRI's assets;
§ Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of WRI are being
made
only in accordance with authorizations of management and trust managers of
WRI;
and
§ Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of WRI's assets that could have a material
effect on the financial statements.
WRI's
management has responsibility for establishing and maintaining adequate internal
control over financial reporting for WRI. Management, with the participation
of
WRI's Chief Executive Officer and Chief Financial Officer, conducted an
evaluation of the effectiveness of WRI's internal control over financial
reporting as of December 31, 2004 based on the framework established by the
Committee of Sponsoring Organizations of the Treadway Commission.
Based
on
their evaluation of WRI's internal control over financial reporting, WRI's
management along with the Chief Executive and Chief Financial Officers believe
that the WRI's internal control over financial reporting is effective as of
December 31, 2004. Deloitte & Touche LLP, WRI's independent registered
public accounting firm that audited the financial statements and financial
statement schedules included in this Form 10-K, has issued an attestation report
on management's assessment of WRI's internal control over financial reporting.
March
11,
2005
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Trust Managers and Shareholders of Weingarten Realty
Investors
We
have
audited management’s assessment, included in the accompanying Management’s
Report on Internal Control Over Financial Reporting, that Weingarten Realty
Investors and subsidiaries (the “Company”) maintained effective internal control
over financial reporting as of December 31, 2004, based on criteria established
in Internal
Control—Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway Commission. The
Company’s management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion
on
management’s assessment and an opinion on the effectiveness of the Company’s
internal control over financial reporting based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control
over
financial reporting, evaluating management’s assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing
such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinions.
A
company’s internal control over financial reporting is a process designed by, or
under the supervision of, the company’s principal executive and principal
financial officers, or persons performing similar functions, and effected by
the
company’s board of directors (or trust managers), management, and other
personnel to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes
in
accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that
(1)
pertain to the maintenance of records that, in reasonable detail, accurately
and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary
to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors
(or trust managers) of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use,
or
disposition of the company’s assets that could have a material effect on the
financial statements.
Because
of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may not be prevented
or
detected on a timely basis. Also, projections of any evaluation of the
effectiveness of the internal control over financial reporting to future periods
are subject to the risk that the controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In
our
opinion, management’s assessment that the Company maintained effective internal
control over financial reporting as of December 31, 2004, is fairly stated,
in
all material respects, based on the criteria established in Internal
Control—Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Also
in
our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2004, based on
the
criteria established in Internal
Control—Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway
Commission.
We
have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated financial statements and
financial statement schedules as of and for the year ended December 31, 2004
of
the Company and our report dated March 11, 2005 expressed an unqualified opinion
on those financial statements and financial statement schedules.
DELOITTE
& TOUCHE LLP
Houston,
Texas
March
11,
2005
PART
IV
ITEM
15. Exhibits
and Financial Statement Schedules
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(a)
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Exhibits
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23.1
*
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Consent
of Deloitte & Touche LLP.
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31.1
*
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Certification
pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief
Executive Officer).
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31.2
*
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Certification
pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief
Financial Officer).
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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.
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WEINGARTEN
REALTY INVESTORS
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By:
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/s/
Andrew M. Alexander
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Andrew
M. Alexander
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Chief
Executive Officer
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Date:
October 25, 2005
Pursuant
to the requirement of the Securities and Exchange Act of 1934, this report
has
been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
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Signature
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Title
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Date
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By:
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/s/
Stanford Alexander
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Chairman
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October
25, 2005
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Stanford
Alexander
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and
Trust Manager
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By:
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/s/
Andrew M. Alexander
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Chief
Executive Officer,
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Andrew
M. Alexander
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President
and Trust Manager
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(Principal
Executive Officer)
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By:
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*
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Trust
Manager
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J.
Murry Bowden
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By:
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*
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Trust
Manager
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James
W. Crownover
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By:
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*
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Trust
Manager
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Robert
J. Cruikshank
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By:
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/s/
Martin Debrovner
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Vice
Chairman
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Martin
Debrovner
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By:
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*
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Trust
Manager
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Melvin
Dow
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By:
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*
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Trust
Manager
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Stephen
A. Lasher
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By:
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/s/
Stephen C. Richter
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Executive
Vice President and
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Stephen
C. Richter
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Chief
Financial Officer
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(Principal
Financial Officer)
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By:
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*
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Trust
Manager
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Douglas
W. Schnitzer
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By:
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*
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Trust
Manager
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Marc
J. Shapiro
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By:
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/s/
Joe D. Shafer
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Vice
President/Chief Accounting Officer
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Joe
D. Shafer
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(Principal
Accounting Officer)
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*
By:
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/s/
Stephen C. Richter
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Stephen
C. Richter
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Attorney-in-Fact
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7