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, 2001
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, 2001 and 2000
(3) Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2001 and 2000
(4) Notes to Financial Statements
(5) Supplemental Schedule of Assets Held for Investment Purposes
at Year End
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, 2002 By: ______________________________
Andrew Alexander, President/
Chief Executive Officer
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of the
Savings and Investment Plan for Employees of Weingarten Realty
Houston, Texas
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, 2001 and 2000, 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,
2001 and 2000, 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 schedule of assets held
for investment purposes at year end 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. This schedule is the responsibility of the Plan's
management. Such schedule has been subjected to the auditing procedures applied
in our audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
DELOITTE & TOUCHE LLP
June 19, 2002
- 1 -
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
------------------------------
2001 2000
ASSETS:
Investments:
Pooled separate investment accounts $ 8,376,891 $ 9,061,367
Investment contract with MassMutual, #SF51260,
matures 12/31/02 2,418,334 1,693,637
Common stock fund 1,391,680 1,034,607
Participant loans receivable 338,974 410,962
------------ ------------
Total investments 12,525,879 12,200,573
------------ ------------
Receivables:
Contributions 137,517 132,114
Loan interest 1,675
------------ ------------
Total receivables 137,517 133,789
------------ ------------
LIABILITIES -
Due to plan trustee 12,182
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 12,651,214 $ 12,334,362
============ ============
See notes to financial statements.
- 2 -
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------
2001 2000
ADDITIONS -
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value of investment $(1,075,891) $ 90,039
Interest 141,677 122,441
------------ ------------
Total investment income (934,214) 212,480
Contributions:
Participant 1,185,238 1,043,824
Employer 411,133 352,710
------------ ------------
Total contributions 1,596,371 1,396,534
------------ ------------
Total additions 662,157 1,609,014
------------ ------------
DEDUCTIONS -
Deductions from net assets attributable to:
Benefits paid to participants 322,332 845,145
Administrative expenses 22,973 22,429
------------ ------------
Total deductions 345,305 867,574
------------ ------------
NET INCREASE 316,852 741,440
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 12,334,362 11,592,922
------------ ------------
End of year $12,651,214 $12,334,362
------------ ------------
See notes to financial statements.
- 3 -
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------
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"),
(collectively, 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
which are carried at contract value, 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 the amounts
reported in the financial statements, as well as certain disclosures.
Actual results could differ from these estimates.
2. SUMMARY DESCRIPTON 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 from 1% up to 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
- 4 -
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
2001 and 2000.
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 one to five 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 - 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 2001 plan year, the following investments options were
available: MassMutual Money Market, MassMutual Core Bond, MassMutual Equity
Growth, MassMutual Growth Equity, MassMutual International Equity,
MassMutual Small Capital Growth,
- 5 -
MassMutual Core Value Equity, MassMutual Indexed Equity, MassMutual Mid
Capital Growth, MassMutual Focused Value, MassMutual Large Cap Value,
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.
4. INVESTMENTS GREATER THAN FIVE PERCENT OF PLAN ASSETS
The following table presents investments that represent 5% or more of the
Plan's net assets available for benefits at December 31, 2001 and 2000:
MARKET VALUE
DECEMBER 31,
2001 2000
------------------------
MassMutual, Fixed Income Fund $ 2,418,334 $ 1,693,637
MassMutual, Separate Investment Account, Global 678,367
MassMutual, Weingarten Realty Investors Stock Fund 1,391,680 1,034,607
MassMutual, Separate Investment Account,
Capital Appreciation 2,133,644 2,428,522
MassMutual, Separate Investment Account, MM Core Bond 1,468,753 1,165,076
MassMutual, Separate Investment Account,
MM Core Value Equity 1,857,203 2,119,961
MassMutual, Separate Investment Account,
MM Mid Capital Growth 946,069 1,421,774
5. INVESTMENT CONTRACT WITH INSURANCE COMPANY
In 2000 the Plan entered into a benefit-responsive investment contract with
National Insurance Company ("MassMutual"). MassMutual 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 MassMutual.
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 5.75% and 5.5% for 2001 and 2000, respectively. The
crediting interest rate is based on a formula agreed upon with the issuer,
but may not be less than 3%. Such interest rates are reviewed by the
Trustee at least 30 days prior to the commencement of the next contract
year for resetting.
- 6 -
6. RELATED-PARTY TRANSACTIONS
Certain plan investments are units of separate investment accounts managed
by MassMutual. MassMutual is the trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest transactions.
Fees paid by the Plan for the investment management services amounted to
$22,973 and $22,429 for the years ended December 31, 2001 and 2000,
respectively.
7. RECONCILIATION TO FORM 5500
2001 2000
Net Assets available for benefits as of December 31,
per Form 5500 $ 12,525,879 $ 12,200,573
Contributions receivable 137,517 132,114
Loan interest receivable 1,675
Due to other plan (12,182)
------------- -------------
Net assets available for benefits, as of December 31, $ 12,651,214 $ 12,334,362
============= =============
******
- 7 -
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
EIN #74-1464203 - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AT YEAR END,
DECEMBER 31, 2001
-------------------------------------------------------------------------------------------------------------------------
*IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT INCLUDING
BORROWER, LESSOR OR MATURITY DATE, RATE OF INTEREST, COLLATERAL, CURRENT
SIMILAR PARTY PAR OR MATURITY VALUE VALUE
* MassMutual Life Insurance Company Separate Investment Account, Capital Appreciation, (14,993.885 Units) $ 2,133,644
* MassMutual Life Insurance Company Separate Investment Account, MM Money Market, (12,184.15 Units) 12,184
* MassMutual Life Insurance Company Separate Investment Account, MM Core Bond, (12,466.185 Units) 1,468,753
* MassMutual Life Insurance Company Separate Investment Account, Equity Growth, (2,350.886 Units) 252,458
* MassMutual Life Insurance Company Separate Investment Account, Global, (3,787.375 Units) 591,586
* MassMutual Life Insurance Company Separate Investment Account, MM Indexed Equity, (2,329.414 Units) 235,369
* MassMutual Life Insurance Company Separate Investment Account, MM Mid Cap Growth, (10,387.586 Units) 946,069
* MassMutual Life Insurance Company Separate Investment Account, MM Growth Equity, (3,422.776 Units) 313,222
* MassMutual Life Insurance Company Separate Investment Account, MM International Equity, (411.437) 45,258
* MassMutual Life Insurance Company Separate Investment Account, MM Small Cap Growth, (2,795.980 Units) 344,344
* MassMutual Life Insurance Company Separate Investment Account, Core Value Equity, (20,967.298 Units) 1,857,203
* MassMutual Life Insurance Company Separate Investment Account, Focused Value, (1,233.248 Units) 171,486
* MassMutual Life Insurance Company Separate Investment Account, Large Cap Value, (41.045 Units) 5,315
* MassMutual Life Insurance Company Weingarten Realty Investors Stock Fund, (94,215.561 Units) 1,391,680
* MassMutual Life Insurance Company Fixed Income Fund 2,418,334
Participant Loans Receivable Due semi-monthly, bearing interest 6% to 10.5% 338,974
-----------
TOTAL ASSETS HELD FOR INVESTMENT PURPOSES 12,525,879
===========
*Party-in-interest
- 8 -