UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
WEINGARTEN REALTY INVESTORS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-1464203
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2600 CITADEL PLAZA DRIVE, P.O. BOX 924133, HOUSTON, TEXAS 77292-4133
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
Securities Act registration statement file number to which this Form relates:
333-104560
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
--------------------- --------------------------------
DEPOSITARY SHARES, EACH REPRESENTING 1/100 NEW YORK STOCK EXCHANGE
OF A SHARE OF 6.95% SERIES E CUMULATIVE
REDEEMABLE PREFERRED SHARES, PAR VALUE
$.03 PER SHARE
Securities to be registered pursuant to Section 12(g) of the Act: None.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Depositary Shares, each representing a 1/100
fractional interest in a share of our 6.95% Series E Cumulative Redeemable
Preferred Shares, par value $.03 per share, is included on the cover page and
under the Section entitled "Description of Series E Preferred Shares and
Depositary Shares" beginning on page S-2 of the prospectus supplement dated June
30, 2004 to prospectus dated April 24, 2003 (relating to the Registrant's
Registration Statement on Form S-3 (No. 333-104560)) that was filed by the
Registrant with the Securities and Exchange Commission (the "SEC") on July 2,
2004 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Prospectus Supplement"), which Prospectus Supplement shall be deemed
incorporated herein by this reference.
ITEM 2. EXHIBITS.
The following exhibits are being filed with the copies of this Form 8-A
Registration Statement filed with the New York Stock Exchange, Inc. and the SEC.
Exhibit 3.1 Statement of Designation of 6.95% Series E Cumulative
Redeemable Preferred Shares.
Exhibit 4.1 Form of Deposit Agreement.
Exhibit 4.2 Form of Certificate for 6.95% Series E Cumulative
Redeemable Preferred Shares.
Exhibit 4.3 Form of Receipt for Depositary Shares, each representing
1/100 of a share of 6.95% Series E Cumulative
Redeemable Preferred Shares, par value $.03 per share.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
WEINGARTEN REALTY INVESTORS
/s/ Stephen C. Richter
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Stephen C. Richter, Senior Vice President and
Chief Financial Officer
July 7, 2004