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, 2003
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.
(1) Report of Independent Registered Public Accounting Firm
(2) Statements of Net Assets Available for Benefits As of December
31, 2003 and 2002
(3) Statements of Changes in Net Assets Available for Benefits for
the Years Ended December 31, 2003 and 2002
(4) Notes to Financial Statements
(5) Schedule of assets (Held at End of Year) as of
December 31, 2003
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 - Consent of Independent Registered Public
Accounting Firm
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 29, 2004 By:_____________________________________
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 statements of net assets available for benefits
of the Savings and Investment Plan for Employees of Weingarten Realty (the Plan)
as of December 31, 2003 and 2002 and the related statements 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
audits provide 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, 2003 and 2002, and the changes in net assets available for benefits
for the years then ended, in conformity with United States generally accepted
accounting principles.
Our audits were 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, 2003, 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.
BDO Seidman, LLP
Houston, Texas
June 16, 2004
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
ASSETS
------
2003 2002
------------- -------------
Investments, at fair value:
Cash . . . . . . . . . . . . . . . . . . . . . . . . $ 10,068 $ -
Pooled separate accounts . . . . . . . . . . . . . . - 7,140,150
Mutual funds . . . . . . . . . . . . . . . . . . . . 11,370,660 -
Stable value unitized fund . . . . . . . . . . . . . 3,183,174 -
Guaranteed interest contract . . . . . . . . . . . . - 3,604,060
Common stock fund. . . . . . . . . . . . . . . . . . 2,412,080 1,795,875
Participant loans. . . . . . . . . . . . . . . . . . 354,401 303,157
------------- -------------
Total investments. . . . . . . . . . . . . . . . . . . 17,330,383 12,843,242
------------- -------------
Receivables:
Employer contributions . . . . . . . . . . . . . . . - 52,716
Participants' contributions. . . . . . . . . . . . . - 95,172
------------- -------------
Total receivables. . . . . . . . . . . . . . . . . . . - 147,888
------------- -------------
Total assets . . . . . . . . . . . . . . . . . . . . . 17,330,383 12,991,130
------------- -------------
LIABILITIES
-----------
Excess loan payments . . . . . . . . . . . . . . . . . 185 -
Fee payable. . . . . . . . . . . . . . . . . . . . . . 375 -
------------- -------------
Total liabilities. . . . . . . . . . . . . . . . . . . 560 -
------------- -------------
Net assets available for benefits. . . . . . . . . . . $ 17,329,823 $ 12,991,130
============= =============
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2003 AND 2002
2003 2002
------------- -------------
Additions:
Investment income:
Interest income:
Participant loans . . . . . . . . . . . . $ 22,501 $ 24,778
Guaranteed interest contract. . . . . . .. 139,218 145,669
Dividends/Interest. . . . . . . . . . . . 83,953 -
Net appreciation (depreciation) in fair value
of investments:
Pooled separate accounts. . . . . . . . . 1,443,787 (1,438,699)
Stable value unitized fund. . . . . . . . 23,108 -
Mutual funds. . . . . . . . . . . . . . . 530,945 -
Common stock fund . . . . . . . . . . . . 379,164 283,860
------------- -------------
Total investment income (loss) . . . . . . . . . . . . 2,622,676 (984,392)
------------- -------------
Contributions:
Participants' . . . . . . . . . . . . . . . . . . 1,491,005 1,297,590
Employer. . . . . . . . . . . . . . . . . . . . . 526,144 485,225
Rollover. . . . . . . . . . . . . . . . . . . . . 138,931 210,888
------------- -------------
Total contributions. . . . . . . . . . . . . . . . . . 2,156,080 1,993,703
------------- -------------
Total additions. . . . . . . . . . . . . . . . . . . . 4,778,756 1,009,311
------------- -------------
Deductions:
Benefits paid to participants . . . . . . . . . . 421,820 643,079
Administrative expenses . . . . . . . . . . . . . 18,243 26,316
------------- -------------
Total deductions . . . . . . . . . . . . . . . . . . . 440,063 669,395
------------- -------------
Net increase . . . . . . . . . . . . . . . . . . . . . 4,338,693 339,916
Net assets available for benefits, beginning of year . 12,991,130 12,651,214
------------- -------------
Net assets available for benefits, end of year . . . . $ 17,329,823 $ 12,991,130
============= =============
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 (SPD) 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. John Stacy (V.P. 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 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. The Company will match up to 50% of
the first 6% of the participant's compensation for each plan year. The match is
invested in various investment options as directed by the participant.
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
December 31, 2003 and 2002.
Rollovers
Rollovers represent funds transferred to the Plan from other plans of the
participants.
Participants' Accounts
Each participant's account is credited with the participant's and the
Company's contributions and an allocation of net plan earnings. 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.
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
NOTES TO FINANCIAL STATEMENTS
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.
Forfeitures
All employer contributions credited to a participant's account, but not
vested are forfeited by the participant upon withdrawal of the full vested value
of his or her account. Forfeitures of employer contributions credited to a
participant's account are applied to reduce subsequent employer contributions.
Forfeited accounts totaled $45,299 and $22,263 at December 31, 2003 and 2002,
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% - 10.5%. The loans are repaid ratably through bi-weekly payroll
deductions over a period of five years or less.
Administrative Expenses
Certain administrative expenses of the Plan are paid directly by the
Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared under the accrual
method of accounting.
Use of Estimates
The preparation of financial statements in conformity with United States
generally accepted accounting principles 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 those estimates.
Investment Valuation and Income Recognition
Investments are stated at fair value. Investments in registered 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 collective trust investment fund is based on the
current market value and fair values of underlying assets of the funds as
determined by the trustee. Participant loans are valued at cost, which
approximate 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.
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
NOTES TO FINANCIAL STATEMENTS
Payment of Benefits
Benefits are recorded when paid.
Pooled Separate Accounts
Accounts are established by the Massachusetts Mutual Life Insurance Company
("Mass Mutual") for the purpose of investing assets of multiple plans. Funds
are in separate accounts and are not commingled with other assets of Mass Mutual
for investment purposes.
NOTE 3 - INVESTMENTS
The following presents investments that represent 5% or more of the Plan's
net assets at December 31,:
2003 2002
------------ ------------
Mass Mutual, Fixed Income Fund. . . . . . . . . . . . . . $ - $ 3,604,060
Weingarten Realty Investors Stock Fund. . . . . . . . . . 2,412,080 1,795,875
Mass Mutual, Capital Appreciation . . . . . . . . . . . . - 1,372,173
Mass Mutual, Core Bond. . . . . . . . . . . . . . . . . . - 1,767,305
Mass Mutual, Core Value Equity. . . . . . . . . . . . . . - 1,519,249
Mass Mutual, Mid Capital Growth II. . . . . . . . . . . . - 655,284
Gartmore, Stable Value Unitized Fund . . . . . . . . . . . 3,183,174 -
Dodge & Cox Income Fund. . . . . . . . . . . . . . . . . . 2,055,189 -
American Funds, Washington Mutual R4 . . . . . . . . . . . 1,969,070 -
American Funds, Amfunds Growth Fund R-4. . . . . . . . . . 1,998,200 -
T.Rowe Price, Mid Cap Growth Fund. . . . . . . . . . . . . 1,097,255 -
NOTE 4 -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 and
non-forfeitable.
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - INCOME TAX STATUS
As of the financial statement date, the plan has applied for a favorable
determination letter from the Internal Revenue Service to confirm its tax-exempt
status. In the opinion of the Plan's trustee and legal counsel, the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code, and qualifies the Plan and related
trust funds for tax-exempt status.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Plan assets were managed by Massachusetts Mutual Life Insurance
Company. During October 2003, the plans assets were transferred to Invesmart.
Mass Mutual and Invesmart are custodians 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 $24,878 and
$24,313 for the years ended December 31, 2003 and 2002, respectively.
NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to Form 5500:
2003 2002
------------- -------------
Net assets available for benefits per the financial statements . . . . .$ 17,329,823 $ 12,991,130
Contributions receivable from employer . . . . . . . . . . . . . . . . . - (52,716)
Contributions receivable from participants . . . . . . . . . . . . . . . - (95,172)
------------- -------------
Net assets available for benefits per the Form 5500. . . . . . . . . . .$ 17,329,823 $ 12,843,242
============= =============
The following is a reconciliation of total additions per the financial
statements to Form 5500.
2003 2002
------------- -------------
Total additions per the financial statements . . . . . . . . . . . . . . $ 4,778,756 $ 1,009,311
Add: Contributions receivable from employer at
beginning of year. . . . . . . . . . . . . . . . . . . . . . . . 52,716 44,790
Add: Contributions receivable from participants at
beginning of year. . . . . . . . . . . . . . . . . . . . . . . . 95,172 92,727
Less: Contributions receivable from employer at end of year. . . . . . - (52,716)
Less: Contributions receivable from participants at end of year. . . . - (95,172)
Less: Due to plan trustee payable at beginning of year . . . . . . . . - (12,182)
------------- -------------
Total additions per the Form 5500. . . . . . . . . . . . . . . . . . . . $ 4,926,644 $ 986,758
============= =============
SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF WEINGARTEN REALTY
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2003
Form 5500, Schedule H, Line 4i
EIN: 74-1464203
Plan: 002
(b) (c) (e)
Identity of Issue, Borrower, Lessor Description of Investment, Including Maturity Date, Rate (d) Current
(a) or Similar Party of Interest, Collateral, Par or Maturity Value Cost Value
-----------------------------------------------------------------------------------------------------------------------------------
Cash Cash $(i) $ 10,068
Gartmore Stable Value Unitized Fund (i) 3,183,174
Dodge & Cox Dodge & Cox Income Fund (i) 2,055,189
Dodge & Cox. Dodge & Cox Stock Fund (i) 711,845
American Funds American Funds Washington Mutual R4 (i) 1,969,070
Fidelity Investment Fidelity Contrafund (i) 249,195
Vanguard Group Vanguard 500 Index Admin Fund (i) 516,772
American Funds Amfunds Growth Fund R-4 (i) 1,998,200
Wilshire Mutual Funds, Inc. Wilshire Target Large Co. Growth Fund (i) 510,639
T. Rowe Price T.Rowe Price Mid Cap Value Fund (i) 641,295
T. Rowe Price T.Rowe Price Mid Cap Growth Fund (i) 1,097,255
Royce Royce Total Return Fund (i) 206,471
Columbia Management Group Liberty Acorn Z Fund (i) 617,590
Dreyfus Dreyfus Premier Intl Value A Fund (i) 55,763
American Funds American Funds Europacific Growth R4 (i) 741,376
* Weingarten Realty Investors Stock Weingarten Realty Investors Stock Fund (i) 2,412,080
* Participant Loans Due semi-monthly, bearing interest 5.0% to 10.5% - 354,401
-----------------------------------------------------------------------------------------------------------------------------------
Total Assets $ 17,330,383
============
* A party in interest as defined by ERISA.
(i) Historical cost of participant directed investments are not a required disclosure.
See accompanying Report of Independent Registered Accounting Firm.