form11-k_yearended12312007.htm
UNITED
STATES
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, 2007
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
Exhibit
(a)
|
Financial
Statements
|
Page
|
|
(1)
|
Report
of Independent Registered Public Accounting Firm
|
3
|
|
(2)
|
Statements
of Net Assets Available for Benefits as of December 31, 2007 and
2006
|
4
|
|
(3)
|
Statements
of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 2007 and 2006
|
5
|
|
(4)
|
Notes
to Financial Statements
|
6
|
|
(5)
|
Schedule
of Assets (Held at End of Year) as of December 31, 2007
|
10
|
|
The
financial statements and schedule 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)
|
Exhibit
|
|
|
23.1
|
|
|
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
25, 2008
|
By:
|
/s/
Andrew M. Alexander
|
|
|
Andrew
M. Alexander, President/
|
|
|
Chief
Executive Officer
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan
Committee
Savings
and Investment Plan for
Employees
of Weingarten Realty
Houston,
Texas
We have
audited the accompanying statement of net assets available for benefits of the
Savings and Investment Plan for Employees of Weingarten Realty (the “Plan”) as
of December 31, 2007 and 2006, and the related statement of changes in net
assets available for benefits for the years then ended. These
financial statements and the schedule referred to below 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 the auditing 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 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 audit provides a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 2007 and 2006, 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 audit
was performed for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets
(held at end of year) as of December 31, 2007, is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is 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. The supplemental schedule has
been subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
Calvetti,
Ferguson & Wagner, P.C.
Houston,
Texas
May 31,
2008
SAVINGS
AND INVESTMENT PLAN FOR
EMPLOYEES
OF WEINGARTEN REALTY
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
December
31, 2007 and 2006
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments,
at fair value (Notes 2 and 4):
|
|
|
|
|
|
|
Mutual
funds
|
|
$ |
25,947,935 |
|
|
$ |
22,081,761 |
|
Common
trust fund
|
|
|
4,403,182 |
|
|
|
4,400,474 |
|
Common
stock fund
|
|
|
2,714,044 |
|
|
|
3,766,952 |
|
Participant
loans
|
|
|
682,163 |
|
|
|
529,003 |
|
|
|
|
|
|
|
|
|
|
Total
investments
|
|
|
33,747,324 |
|
|
|
30,778,190 |
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
- |
|
|
|
18,697 |
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
|
33,747,324 |
|
|
|
30,796,887 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
Payable
|
|
|
- |
|
|
|
18,622 |
|
Fee
payable
|
|
|
- |
|
|
|
75 |
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
- |
|
|
|
18,697 |
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
$ |
33,747,324 |
|
|
$ |
30,778,190 |
|
See
accompanying notes to financial statements.
SAVINGS
AND INVESTMENT PLAN FOR
EMPLOYEES
OF WEINGARTEN REALTY
STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For
the Years Ended December 31, 2007 and 2006
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Additions:
|
|
|
|
|
|
|
Investment
income:
|
|
|
|
|
|
|
Interest
income:
|
|
|
|
|
|
|
Participant
loans
|
|
$ |
49,049 |
|
|
$ |
28,744 |
|
Dividends/Interest
|
|
|
1,966,162 |
|
|
|
1,328,443 |
|
Net
appreciation (depreciation) in fair value of investments:
|
|
|
|
|
|
|
|
|
Common
trust fund
|
|
|
153,878 |
|
|
|
132,563 |
|
Mutual
funds
|
|
|
(237,118 |
) |
|
|
1,141,454 |
|
Common
stock fund
|
|
|
(886,361 |
) |
|
|
789,270 |
|
|
|
|
|
|
|
|
|
|
Total
investment income
|
|
|
1,045,610 |
|
|
|
3,420,474 |
|
|
|
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
|
|
|
|
Participants
|
|
|
3,015,378 |
|
|
|
2,600,780 |
|
Employer
|
|
|
980,062 |
|
|
|
822,649 |
|
Participant
rollovers
|
|
|
495,146 |
|
|
|
534,287 |
|
|
|
|
|
|
|
|
|
|
Total
contributions
|
|
|
4,490,586 |
|
|
|
3,957,716 |
|
|
|
|
|
|
|
|
|
|
Total
additions
|
|
|
5,536,196 |
|
|
|
7,378,190 |
|
|
|
|
|
|
|
|
|
|
Deductions:
|
|
|
|
|
|
|
|
|
Benefits
paid to participants
|
|
|
2,456,437 |
|
|
|
1,162,346 |
|
Administrative
expenses
|
|
|
110,625 |
|
|
|
89,968 |
|
|
|
|
|
|
|
|
|
|
Total
deductions
|
|
|
2,567,062 |
|
|
|
1,252,314 |
|
|
|
|
|
|
|
|
|
|
Net
increase
|
|
|
2,969,134 |
|
|
|
6,125,876 |
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits, beginning of year
|
|
|
30,778,190 |
|
|
|
24,652,314 |
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits, end of year
|
|
$ |
33,747,324 |
|
|
$ |
30,778,190 |
|
See
accompanying notes to financial statements.
SAVINGS
AND INVESTMENT PLAN FOR
EMPLOYEES
OF WEINGARTEN REALTY
NOTES
TO FINANCIAL STATEMENTS
NOTE
1 – PLAN DESCRIPTION
The following description of the
Savings and Investment Plan for Employees of Weingarten Realty (the “Plan”)
provides only general information. The Plan provides retirement and
related benefits for employees of Weingarten Realty Investors (“WRI”) and its
wholly owned subsidiary, Weingarten Realty Management Company (“WRMC”),
(collectively, the “Company”). Participants should refer
to the Plan agreement or Summary Plan Description for a more complete
description of the Plan’s provisions.
General
The Plan is a contributory, defined
contribution 401(k) plan available to qualifying employees of the
Company. Mickey Townsell, (Vice President/Human Resources at WRI) is
the plan administrator. To be eligible to participate in the Plan, an
employee must have attained the age of 21 and have completed at least one hour
of service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (“ERISA”).
Contributions
Participants may elect to contribute
pre-tax annual compensation up to the maximum amount allowed by the Internal
Revenue Service (“IRS”) of their annual compensation, subject to certain
limitations, with the contributions and earnings thereon being nontaxable until
withdrawn from the Plan. Participants may change their percentage
contribution election bi-monthly. The Company will match up to 50% of
the first 6% of the participant’s compensation for each plan year (limited to
the maximum amount allowed by the IRS). The match is invested in various
investment options as directed by the participant.
The Company may also make discretionary
contributions which are subject to the approval of the Board of
Trustees. Discretionary contributions are allocated to the individual
participant based on the ratio of the participant’s compensation to the total
compensation of all participants during the year. No discretionary
contributions are invested in Weingarten Realty Investors common
shares. No discretionary contributions were made during the years
ended December 31, 2007 and 2006.
Rollovers
Rollovers represent funds transferred
to the Plan from other qualified plans of the participant
rollovers.
Participants’
Accounts
Each participant’s account is credited
with the participant’s and the Company’s contributions and an allocation of net
plan earnings, and charged with an allocation of administrative
expenses. Allocations are based on participant earnings or account
balances, as defined. Participants may direct the investment of their
account balances into various investment options offered by the Plan. Currently,
the Plan offers 15 funds as investment options for participants.
Vesting
Participants are immediately vested in
their pre-tax deferred contributions and any income or loss
thereon. Participants become 100% vested in Company contributions
after five years of service.
Payment
of Benefits
Upon termination of service due to
death, disability, retirement or separation, a participant may elect to receive
either a lump-sum distribution or installment payments under various
options. Withdrawals from the Plan may also be made upon
circumstances of financial hardship, in accordance with provisions specified in
the Plan.
Forfeitures
All employer contributions credited to
a participant’s account, but not vested are forfeited by the participant upon
withdrawal of the fully vested value of his or her
account. Forfeitures of employer contributions credited to a
participant’s account are applied to reduce subsequent employer
contributions. During the years ended December 31, 2007 and 2006,
forfeitures in the amounts of $15,562 and $35,219 respectively, were used to
reduce the Company’s contributions. Forfeited non-vested accounts
totaled $55,006 at December 31, 2007 and 2006, respectively.
Participant
Loans
Participants may borrow up to a maximum
equal to the lesser of $50,000 or 50% of their vested account balance. The
minimum loan amount is $1,000. The loans are secured by the balance
in the participant’s account and bear interest at 5.0% to 9.25%, which are
commensurable with local prevailing rates as determined at a fixed rate based on
prime plus 1% at the time of issuance. The loans are repaid ratably through
semi-monthly payroll deductions over a period of five years or less, unless the
loan is to purchase a principal residence in which case the repayment period
shall not exceed 15 years.
Administrative
Expenses
Certain
administrative expenses of the Plan are paid directly by the Company or directly
by the Plan and participants.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Accounting
The
accompanying financial statements have been prepared under the accrual method of
accounting in conformity with accounting principles generally accepted in the
United States of America.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from these
estimates.
Investment
Valuation and Income Recognition
Investments are stated at fair value.
Investments in registered investment companies are valued at quoted market
prices, which represent the net asset value of shares held by the plan at year
end. The unit price of the Weingarten Realty Investors Stock Fund and
the common trust fund is based on the fair values of underlying assets of each
fund, as determined by the trustee. Participant loans are valued at
cost, which approximates fair value.
Purchase
and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
Payment
of Benefits
Benefits are recorded when
paid.
Risks
and Uncertainty
The Plan
invests in various investment securities. Such investments are exposed to
various risks such as interest rate, market and credit risks. Due to the level
of risk associated with certain investments, it is at least reasonably possible
that changes in the values of investment securities will occur in the near term
and that such changes could materially affect participants' account balances and
the amounts reported in the statements of net assets available for
benefits.
Fair
Value of Financial Instruments
The
Financial Accounting Standards Board (“FASB”) Staff Position AAG INV-1 and SOP
94-4-1, “Reporting of Fully Benefit-Responsive Investment Contracts Held by
Certain Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans” (“the FSP”) defines
the circumstances in which an investment contract is considered fully
benefit-responsive and provides certain reporting and disclosure requirements
for fully benefit-responsive investment contracts in defined contribution health
and welfare and pension plans. The provisions of the FSP are effective for
financial statements issued for annual periods ending after December 15, 2006
and are required to be applied retroactively to all prior periods presented for
comparative purposes. The adoption of the FSP did not have a material impact on
the Plan’s statements of net assets available for benefits or statements of
changes in net assets available for benefits.
Through a
common collective trust (the “CCT”), the Plan invests in investment contracts.
Since the CCT’s contract value is the amount participants would receive if they
were to initiate permitted transactions under the terms of the Plan, the Plan’s
CCT contract value is estimated to reasonably approximate its fair value as of
December 31, 2007 and 2006 and no adjustment from contact value to fair value
has been recorded.
NOTE
3 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In
September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), “Fair Value
Measurements.” This statement defines fair value and establishes a
framework for measuring fair value in generally accepted accounting principles
and expands disclosures about fair value measurements. The key
changes to current practice are (1) the definition of fair value, which focuses
on an exit price rather than an entry price; (2) the methods used to measure
fair value, such as emphasis that fair value is a market-based measurement, not
an entity-specific measurement, as well as the inclusion of an adjustment for
risk, restrictions and credit standing and (3) the expanded disclosures about
fair value measurements. This statement does not require any new fair
value measurements.
The Plan
is required to adopt SFAS 157 in the first quarter of 2008 regarding its
financial assets and liabilities. The FASB has issued FSP FAS 157-2, “Effective
Date of FASB Statement No. 157,” to defer the provisions of SFAS 157 relating to
nonfinancial assets and liabilities that delays implementation by the Plan until
January 1, 2009. SFAS 157 is not expected to materially affect how
the Plan determines fair value, but may result in certain additional
disclosures.
NOTE
4 – RECONICLIATION OF STATEMENTS TO FORM 5500
Net assets available for benefits per
the financial statements are consistent with the amounts reported in the Form
5500.
The
benefits paid to participants per the financial statements are consistent with
the amounts reported in the Form 5500.
NOTE
5 – INVESTMENTS
The following presents the fair value
of investments that represent 5% or more of the Plan’s net assets at December
31, 2007 and 2006:
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Gartmore
Morely Stable Value Common Trust Fund
|
|
$ |
4,403,182 |
|
|
$ |
4,400,474 |
|
American
Funds, Amfunds Growth Fund R-4
|
|
|
3,498,293 |
|
|
|
3,278,923 |
|
American
Funds, Europac GR R4
|
|
|
3,270,050 |
|
|
|
2,115,374 |
|
Vanguard
Windsor II Fund
|
|
|
3,205,812 |
|
|
|
2,937,855 |
|
Dodge
& Cox Income Fund
|
|
|
3,160,841 |
|
|
|
2,799,444 |
|
Weingarten
Realty Investors Stock Fund
|
|
|
2,714,044 |
|
|
|
3,766,952 |
|
Dodge
& Cox Stock Fund
|
|
|
2,622,066 |
|
|
|
2,519,342 |
|
T.
Rowe Price, Mid Cap Growth Fund
|
|
|
2,493,553 |
|
|
|
2,222,978 |
|
T.
Rowe Price Mid Cap Value Fund
|
|
|
1,707,025 |
|
|
|
-
|
* |
|
|
|
|
|
|
|
|
|
*
Presented for comparative purposes only.
|
|
NOTE
6 – PLAN TERMINATION
Although it has not expressed any
intent to do so, the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan, subject to the provisions
of ERISA. In the event of plan termination, participants’ accounts
will become fully vested in their employer contributions and will be distributed
in accordance with Plan provisions.
NOTE
7 – INCOME TAX STATUS
The Plan obtained its latest
determination letter on January 19, 2005, in which the IRS stated that the Plan,
as designed, was in compliance with the applicable requirements of the Internal
Revenue Code (“IRC”) including amendments to comply with certain provisions of
the General Agreement of Tariffs and Trade, the Uniform Services Employment
Reemployment Rights Act, the Small Business Job Protection Act, the Taxpayer
Relief Act of 1997, the Internal Revenue Restructuring and Reform Act of 1998
and the Community Renewal Tax Relief Act of 2000 (collectively “GUST”). The Plan
has been amended since receiving the determination letter, including amendments
made to define eligibility of certain employees to participate in the Plan. The
Plan administrator believes the Plan is currently designed and being operated in
compliance with the applicable requirements of the IRC.
NOTE
8 – PARTY-IN-INTEREST TRANSACTIONS
The Plan assets were managed by
Invesmart of the Great Lakes, Inc. Invesmart is the custodian as
defined by the Plan and, therefore, these transactions qualify as
party-in-interest transactions. Fees paid by the Plan for the daily
operational services of the Plan amounted to $127,898 and $105,788 inclusive of
fees paid directly by the common trust fund of $17,273 and $15,821 for the years
ended December 31, 2007 and 2006, respectively.
SAVINGS
AND INVESTMENT PLAN FOR
EMPLOYEES
OF WEINGARTEN REALTY
SCHEDULE
OF ASSETS (HELD AT END OF YEAR)
December
31, 2007
Form
5500, Schedule H, Line 4i
EIN: 74-1464203
Plan: 002
(a)
|
|
(b)
Identity of Issue, Borrower, Lessor or Similar Party
|
(c)
Description of Investment, Including Maturity Date, Rate of Interest,
Collateral, Par or Maturity Value
|
(d)
Cost
|
|
(e)
Current Value
|
|
|
|
|
|
|
|
|
|
|
|
Gartmore
Morely Stable Value
|
Common
Trust Fund
|
(i)
|
|
$ |
4,403,182 |
|
|
|
Mutual
Funds:
|
|
|
|
|
|
|
|
|
Dodge
& Cox
|
Dodge
& Cox Income Fund
|
(i)
|
|
|
3,160,841 |
|
|
|
Dodge
& Cox
|
Dodge
& Cox Stock Fund
|
(i)
|
|
|
2,622,066 |
|
|
|
Vanguard
Group
|
Vanguard
Windsor II
|
(i)
|
|
|
3,205,812 |
|
|
|
Fidelity
Investment
|
Fidelity
Contrafund
|
(i)
|
|
|
1,582,989 |
|
|
|
Vanguard
Group
|
Vanguard
500 Index Admin Fund
|
(i)
|
|
|
1,630,697 |
|
|
|
American
Funds
|
Amfunds
Growth Fund R-4
|
(i)
|
|
|
3,498,293 |
|
|
|
Northern
|
Small
Cap Value Fund
|
(i)
|
|
|
528,613 |
|
|
|
T.
Rowe Price
|
T.
Rowe Price Mid Cap Value Fund
|
(i)
|
|
|
1,707,025 |
|
|
|
T.
Rowe Price
|
T.
Rowe Price Mid Cap Growth Fund
|
(i)
|
|
|
2,493,553 |
|
|
|
T.
Rowe Price
|
Growth
Stock Advisor Fund
|
(i)
|
|
|
920,974 |
|
|
|
Alliance
Bernstein
|
International
Value Fund
|
(i)
|
|
|
816,872 |
|
|
|
Alger
|
Small
Cap Growth A Fund
|
(i)
|
|
|
510,150 |
|
|
|
American
Funds
|
American
Funds Europacific Growth R4
|
(i)
|
|
|
3,270,050 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
Mutual Funds
|
|
|
|
|
25,947,935 |
|
|
|
|
|
|
|
|
|
|
*
|
|
Weingarten
Realty Investors
|
Weingarten
Realty Investors Stock Fund
|
(i)
|
|
|
2,714,044 |
|
*
|
|
Participant
Loans
|
Due
semi-monthly, bearing interest 5.0% to 9.25%
|
(i)
|
|
|
682,163 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
Investments
|
|
(i)
|
|
$ |
33,747,324 |
|
|
|
|
|
|
|
|
|
|
*
|
|
A
party in interest as defined by ERISA.
|
|
(i)
|
|
Historical
cost of participant directed investments are not a required
disclosure.
|
|
10