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, 2004
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)
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2600
Citadel Plaza Drive
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Houston,
Texas 77008
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(Address
of principal executive
offices)
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Financial
Statements and Exhibit
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(a)
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Financial
Statements
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(1)
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Report
of Independent Registered Public Accounting Firm
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(2)
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Statements
of Net Assets Available for Benefits as of December 31, 2004 and
2003
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(3)
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Statements
of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 2004 and 2003
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(4)
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Notes
to Financial Statements
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(5)
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Schedule
of Assets (Held at End of Year) as of December 31, 2004
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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.
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(b)
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Exhibits
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23.1
-
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Consent
of Independent Registered Public Accounting
Firm
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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.
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SAVINGS
AND INVESTMENT PLAN FOR
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EMPLOYEES
OF WEINGARTEN REALTY
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By:
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Weingarten
Realty Investors
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Date:
June 28, 2005
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By:
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/s/
Andrew M. Alexander
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Andrew
M. Alexander, President/
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Chief
Executive Officer
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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 (Plan) as of
December 31, 2004 and 2003 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, 2004 and 2003, 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 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, 2004, 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
9,
2005
3
SAVINGS
AND INVESTMENT PLAN FOR
EMPLOYEES
OF WEINGARTEN REALTY
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
December
31, 2004 and 2003
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2004
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2003
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||||||
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ASSETS
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|||||||
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Cash
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$
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592
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$
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10,068
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Investments,
at fair value (Notes 2 and 3):
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|||||||
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Mutual
funds
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14,653,474
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11,370,660
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Common
trust
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3,412,032
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-
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|||||
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Stable
value unitized fund
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-
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3,183,174
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|||||
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Common
stock fund
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2,979,706
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2,412,080
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|||||
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Participant
loans
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416,296
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354,401
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|||||
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Total
investments
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21,462,100
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17,330,383
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Total
assets
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21,462,100
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17,330,383
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LIABILITIES
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|||||||
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Excess
loan payments
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70
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185
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|||||
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Fee
payable
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250
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375
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|||||
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Total
liabilities
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320
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560
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|||||
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Net
assets available for benefits
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$
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21,461,780
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$
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17,329,823
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See
accompanying notes to financial statements.
4
SAVINGS
AND INVESTMENT PLAN FOR
EMPLOYEES
OF WEINGARTEN REALTY
STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years
Ended December 31, 2004 and 2003
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2004
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2003
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||||||
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Additions:
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Investment
income:
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Interest
income:
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Participant
loans
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$
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22,418
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$
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22,501
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Guaranteed
interest contract
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-
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139,218
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|||||
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Dividends/Interest
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339,758
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83,953
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|||||
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Net
appreciation in fair value of investments:
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|||||||
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Pooled
separate accounts
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-
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1,443,787
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|||||
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Common
trust
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83,879
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-
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|||||
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Stable
value unitized fund
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-
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23,108
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|||||
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Mutual
funds
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1,252,903
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530,945
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|||||
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Common
stock fund
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934,846
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379,164
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Total
investment income
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2,633,804
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2,622,676
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Contributions:
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Participants’
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1,777,668
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1,491,005
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Employer
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566,587
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526,144
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Rollover
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330,093
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138,931
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Total
contributions
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2,674,348
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2,156,080
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Total
additions
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5,308,152
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4,778,756
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Deductions:
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Benefits
paid to participants
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1,107,442
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421,820
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Administrative
expenses
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68,753
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18,243
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Total
deductions
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1,176,195
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440,063
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Net
increase
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4,131,957
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4,338,693
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Net
assets available for benefits, beginning of year
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17,329,823
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12,991,130
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Net
assets available for benefits, end of year
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$
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21,461,780
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$
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17,329,823
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|||
See
accompanying notes to financial statements.
5
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. Stephen C. Richter, (Executive Vice President/Chief
Financial Officer 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, 2004 and 2003.
Rollovers
Rollovers
represent funds transferred to the Plan from other qualified 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, 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.
6
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, 2004 and 2003, forfeitures in the amounts of $45,299
and $22,263, respectively, were used to reduce the Company’s contributions.
Forfeited non-vested accounts totaled $24,912 and $45,299 at December 31, 2004
and 2003, 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 were paid directly by the Company until
October 2003. Subsequent to that date, substantially all administrative expenses
of the Plan are paid directly by the Plan.
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 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 those 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 common trust investment fund is based on the market value and
fair values of underlying assets of the funds 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.
7
NOTE
3 - INVESTMENTS
The
following presents investments that represent 5% or more of the Plan’s net
assets at December 31, 2004 and 2003:
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2004
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2003
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||||||
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Weingarten
Realty Investors Stock Fund
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$
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2,979,706
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$
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2,412,080
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|||
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Gartmore
Morely Stable Value Common Trust Fund
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3,412,032
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-
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* | ||||
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Gartmore
Stable Value Unitized Fund
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-
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* |
3,183,174
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||||
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Dodge
& Cox Income Fund
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2,181,047
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2,055,189
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|||||
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American
Funds, Washington Mutual R4
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2,296,347
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1,969,070
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|||||
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American
Funds, Amfunds Growth Fund R-4
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2,380,418
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1,998,200
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|||||
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T.
Rowe Price, Mid Cap Growth Fund
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1,494,801
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1,097,255
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|||||
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Dodge
& Cox Stock Fund
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1,316,194
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711,845
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* | ||||
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T.
Rowe Price Mid Cap Value Fund
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1,149,753
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641,295
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* | ||||
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*
Presented for comparative purposes
only.
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|||||||
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 would become fully vested in their employer
contributions.
NOTE
5 - INCOME TAX STATUS
The
Plan
obtained its latest determination letter on January 19, 2005, in which the
Internal Revenue Service 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 administrator believes the
Plan is currently designed and being operated in compliance with the applicable
requirements of the IRC.
NOTE
6 - RELATED PARTY TRANSACTIONS
The
Plan
assets were managed by Invesmart of the Great Lakes, Inc. Invesmart is 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 $83,084 and $24,878 for the years ended
December 31, 2004 and 2003, respectively.
8
NOTE
7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The
following is a reconciliation of total additions per the financial statements
to
Form 5500.
|
2004
|
2003
|
||||||
|
Total
additions per the financial statements
|
$
|
5,308,152
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$
|
4,778,756
|
|||
|
Add:
Contributions receivable from employer at beginning of
year
|
-
|
52,716
|
|||||
|
Add:
Contributions receivable from participants at beginning of
year
|
-
|
95,172
|
|||||
|
Total
additions per the Form 5500
|
$
|
5,308,152
|
$
|
4,926,644
|
|||
9
SAVINGS
AND INVESTMENT PLAN FOR
EMPLOYEES
OF WEINGARTEN REALTY
SCHEDULE
OF ASSETS (HELD AT END OF YEAR)
as
of December 31, 2004
Form
5500, Schedule H, Line 4i
EIN:
74-1464203
Plan:
002
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(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
|
|||
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Cash
|
Cash
|
(i)
|
$
592
|
||||
|
Gartmore
Morely Stable Value
|
Common
Trust Fund
|
(i)
|
3,412,032
|
||||
|
Mutual
Funds:
|
|
||||||
|
Dodge
& Cox
|
Dodge
& Cox Income Fund
|
(i)
|
2,181,047
|
||||
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Dodge
& Cox
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Dodge
& Cox Stock Fund
|
(i)
|
1,316,194
|
||||
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American
Funds
|
American
Funds Washington Mutual R4
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(i)
|
2,296,347
|
||||
|
Fidelity
Investment
|
Fidelity
Contrafund
|
(i)
|
397,837
|
||||
|
Vanguard
Group
|
Vanguard
500 Index Admin Fund
|
(i)
|
721,622
|
||||
|
American
Funds
|
Amfunds
Growth Fund R-4
|
(i)
|
2,380,418
|
||||
|
Wilshire
Mutual Funds, Inc.
|
Wilshire
Target Large Co. Growth Fund
|
(i)
|
505,543
|
||||
|
T.
Rowe Price
|
T.
Rowe Price Mid Cap Value Fund
|
(i)
|
1,149,753
|
||||
|
T.
Rowe Price
|
T.
Rowe Price Mid Cap Growth Fund
|
(i)
|
1,494,801
|
||||
|
Royce
|
Royce
Total Return Fund
|
(i)
|
427,368
|
||||
|
Managers
Special Equity
|
Managers
Special Equity Fund
|
(i)
|
675,992
|
||||
|
Dreyfus
|
Dreyfus
Premier Intl Value A Fund
|
(i)
|
159,345
|
||||
|
American
Funds
|
American
Funds Europacific Growth R4
|
(i)
|
947,207
|
||||
|
|
|||||||
|
Total
Mutual Funds
|
14,653,474
|
||||||
|
|
|||||||
|
*
|
Weingarten
Realty Investors
|
Weingarten
Realty Investors Stock Fund
|
(i)
|
2,979,706
|
|||
|
*
|
Participant
Loans
|
Due
semi-monthly, bearing interest 5.0% to 10.5%
|
(i)
|
416,296
|
|||
|
|
|||||||
|
Total
Investments
|
(i)
|
$
21,462,100
|
|
*
|
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.
10