SEC Company Response from WEINGARTEN REALTY INVESTORS — Oct 6, 2005
WEINGARTEN REALTY INVESTORS /TX/ (CIK 0000828916)
Date: Oct. 6, 2005 · CIK: 0000828916 · Accession: 0000828916-05-000127
AI Filing Summary & Sentiment
File numbers found in text: 333-127969
Referenced dates: September 9, 2005
Letter
VIA EDGAR Securities and Exchange Commission Registration Statement on Form S-3 File No. 333-127969 Form 10-K for the year ended December 31, 2004 File No. 1-09876
Dear Ms. Garnett:
The following are the responses of Weingarten Realty Investors ("WRI") to the Staff's comment letter dated September 9, 2005.
Form S-3
General
1.
Please explain the structure of your company. From the name of your operating partnership, “WRI Trautmann, L.P.,” it appears to us that you may have multiple operating partnerships.
Weingarten Realty Investors, a real estate investment trust organized under the Texas Real Estate Investment Trust Act, and its predecessor entity began the ownership and development of shopping centers and other commercial real estate in 1948. As of June 30, 2005, we owned or operated under long-term leases, either directly or through our interest in joint ventures or partnerships, interests in 350 developed income-producing real estate projects and three projects in various stages of development. Included in our portfolio as of June 30, 2005 are 294 shopping centers and 59 industrial projects, which are located in 20 states that span the southern half of the United States from coast to coast. Our interest in these projects amounts to approximately 47.0 million square feet of building area.
Substantially all of our properties are owned directly by WRI (subject in some cases to mortgages), although our interests in some properties are held indirectly through interests in joint ventures or under long-term leases. We currently participate in 73 joint ventures or partnerships that hold 64 of our properties. Of these 73 ventures, eight use the DownREIT operating partnership structure in which our partners are numerous and are passive investors. The remaining ventures involve one or more partners that are actively involved in the venture. Our ownership interest ranges from 20% to 99%; we are normally the managing partner and receive a management fee for acting in this capacity. Ventures using the DownREIT operating partnership structure generally give our partners the right to redeem their DownREIT operating partnership units and leave the venture one year after its formation. Those ventures using other structures have typical buy/sell provisions that allow any partner to exit at his option.
2.
Please tell us when Class A partnership units, the underlying shares of which are the subject of this offering, were first issued and provide us with a copy of the partnership agreement.
The Class A partnership units were issued on August 17, 2004 and a copy of the partnership agreement is attached.
Incorporation of Documents by Reference, page 16
3.
Please revise your list of documents incorporated by reference to include your quarterly report for the period ending March 31, 2005, filed May 10, 2005 on Form 10-Q, as well as any other reports that you file before the effective date of the registration statement.
We agree with your comment and will revise our disclosure to appropriately include the quarterly report for the period March 31, 2005, filed on May 10, 2005 on Form 10-Q, as well as any other reports filed before the effective date of this registration statement.
Form 10-K for the year ended December 31, 2004
Item 9A. Controls and Procedures, page 55
4.
Please amend your Form 10-K to include the discussion of disclosure controls and procedures required by Item 9A and referenced in the CEO and CFO certifications. Refer to Item 307 of Regulation S-K. We note that your annual report is incorporated by reference into your registration statement.
We agree with your comment to revise Item 9A to include the conclusions of the principal executive officer and principal financial officer regarding the effectiveness of the disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934. We request that we revise our future filings in lieu of amending our Form 10-K for the fiscal year ended December 31, 2004.
If you have any questions, please do not hesitate to contact me at (713) 868-6540.
Sincerely,
/s/
Joe
D. Shafer
Show Raw Text
CORRESP
1
filename1.htm
Correspondense to SEC on Trautmann Response October 2005
October
6, 2005
VIA
EDGAR
Ms.
Karen
J. Garnett
Mail
Stop
4561
Securities
and Exchange Commission
450
Fifth
Street, N.W.
Washington,
D.C. 20549
Re:
Weingarten
Realty Investors
Registration
Statement on Form S-3
File
No.
333-127969
Form
10-K
for the year ended December 31, 2004
File
No.
1-09876
Dear
Ms.
Garnett:
The
following are the responses of Weingarten Realty Investors ("WRI") to the
Staff's comment letter dated September 9, 2005.
Form
S-3
General
1.
Please
explain the structure of your company. From the name of your operating
partnership, “WRI Trautmann, L.P.,” it appears to us that you may have
multiple operating
partnerships.
Weingarten
Realty Investors, a real estate investment trust organized under the Texas
Real
Estate Investment Trust Act, and its predecessor entity began the ownership
and
development of shopping centers and other commercial real estate in 1948. As
of
June 30, 2005, we owned or operated under long-term leases, either directly
or
through our interest in joint ventures or partnerships, interests in 350
developed income-producing real estate projects and three projects in various
stages of development. Included in our portfolio as of June 30, 2005 are 294
shopping centers and 59 industrial projects, which are located in 20 states
that
span the southern half of the United States from coast to coast. Our interest
in
these projects amounts to approximately 47.0 million square feet of building
area.
Substantially
all of our properties are owned directly by WRI (subject in some cases to
mortgages), although our interests in some properties are held indirectly
through interests in joint ventures or under long-term leases. We currently
participate in 73 joint ventures or partnerships that hold 64 of our properties.
Of these 73 ventures, eight use the DownREIT operating partnership structure
in
which our partners are numerous and are passive investors. The remaining
ventures involve one or more partners that are actively involved in the venture.
Our ownership interest ranges from 20% to 99%; we are normally the managing
partner and receive a management fee for acting in this capacity. Ventures
using
the DownREIT operating partnership structure generally give our partners the
right to redeem their DownREIT operating partnership units and leave the venture
one year after its formation. Those ventures using other structures have typical
buy/sell provisions that allow any partner to exit at his option.
2.
Please
tell us when Class A partnership units, the underlying shares of
which are
the subject of this offering, were first issued and provide us with
a copy
of the partnership
agreement.
The
Class
A partnership units were issued on August 17, 2004 and a copy of the partnership
agreement is attached.
Incorporation
of Documents by Reference, page 16
3.
Please
revise your list of documents incorporated by reference to include
your
quarterly report for the period ending March 31, 2005, filed May
10, 2005
on Form 10-Q, as well as any other reports that you file before the
effective date of the registration
statement.
We
agree
with your comment and will revise our disclosure to appropriately include the
quarterly report for the period March 31, 2005, filed on May 10, 2005 on Form
10-Q, as well as any other reports filed before the effective date of this
registration statement.
Form
10-K for the year ended December 31, 2004
Item
9A. Controls and Procedures, page 55
4.
Please
amend your Form 10-K to include the discussion of disclosure controls
and
procedures required by Item 9A and referenced in the CEO and CFO
certifications. Refer to Item 307 of Regulation S-K. We note that
your
annual report is incorporated by reference into your registration
statement.
We
agree
with your comment to revise Item 9A to include the conclusions of the principal
executive officer and principal financial officer regarding the effectiveness
of
the disclosure controls and procedures, as defined in Rule 13a-15(e) and
15d-15(e) promulgated under the Securities and Exchange Act of 1934. We request
that we revise our future filings in lieu of amending our Form 10-K for the
fiscal year ended December 31, 2004.
If
you
have any questions, please do not hesitate to contact me at (713)
868-6540.
Sincerely,
/s/
Joe
D. Shafer
_______________________________
Joe
D.
Shafer
Vice
President/Chief Accounting Officer
Enclosure
cc:
Geoffrey
Ossias, Securities and Exchange
Commission
Stephen
Richter, Weingarten Realty Investors
Elisabeth
Fisher, Deloitte & Touche LLP
Gina
Betts, Locke Locke & Sapp LLP
Execution
Copy
AMENDED
AND RESTATED
AGREEMENT
OF LIMITED PARTNERSHIP
OF
WRI
TRAUTMANN, L.P.
DATED
AS OF AUGUST 17, 2004
TABLE
OF CONTENTS
ARTICLE
I. DEFINED
TERMS
1
ARTICLE
II. ORGANIZATIONAL
MATTERS
15
Section
2.1
Organization;
Continuation.
15
Section
2.2
Name.
16
Section
2.3
Registered
Office and Agent; Principal Office.
16
Section
2.4
Power
of Attorney.
16
Section
2.5
Term.
17
ARTICLE
III. PURPOSE
18
Section
3.1
Purpose
and Business.
18
Section
3.2
Powers.
18
ARTICLE
IV. CAPITAL
CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS
18
Section
4.1
Capital
Contributions of the Partners.
18
Section
4.2
Loans.
20
Section
4.3
No
Preemptive Rights.
20
Section
4.4
Other
Contribution Provisions.
20
Section
4.5
No
Interest on Capital.
20
Section
4.6
Representations
and Warranties by Limited Partners.
20
Section
4.7
Bring
Down of Representations and Warranties.
22
Section
4.8
Representations
and Warranties by General Partner.
22
Section
4.9
Bottom
Guaranty.
23
ARTICLE
V. DISTRIBUTIONS
25
Section
5.1
Requirement
and Characterization of Distributions.
25
Section
5.2
Amounts
Withheld.
26
ARTICLE
VI. ALLOCATIONS
26
Section
6.1
Allocations
for Capital Account Purposes
26
ARTICLE
VII. MANAGEMENT
AND OPERATIONS OF BUSINESS
28
Section
7.1
Management.
28
Section
7.2
Certificate
of Limited Partnership.
31
Section
7.3
Restrictions
on General Partner's Authority.
31
Section
7.4
Reimbursement
of the General Partner.
33
i
Section
7.5
Outside
Activities of the General Partner.
34
Section
7.6
Indemnification.
34
Section
7.7
Liability
of the General Partner.
36
Section
7.8
Other
Matters Concerning the General Partner.
37
Section
7.9
Title
to Partnership Assets.
38
Section
7.10
Reliance
by Third Parties.
38
ARTICLE
VIII. RIGHTS
AND OBLIGATIONS OF LIMITED PARTNERS
39
Section
8.1
Limitation
of Liability.
39
Section
8.2
Management
of Business.
39
Section
8.3
Outside
Activities of Limited Partners.
39
Section
8.4
Return
of Capital.
39
Section
8.5
Rights
of Limited Partners Relating to the Partnership.
40
Section
8.6
Put
Right.
40
Section
8.7
Call
Right.
43
ARTICLE
IX. BOOKS,
RECORDS, ACCOUNTING AND REPORTS
45
Section
9.1
Records
and Accounting.
45
Section
9.2
Fiscal
Year.
46
Section
9.3
Reports.
46
ARTICLE
X. TAX
MATTERS
46
Section
10.1
Preparation
of Tax Returns.
46
Section
10.2
Tax
Elections.
46
Section
10.3
Tax
Matters Partner.
46
Section
10.4
Organizational
Expenses.
48
Section
10.5
Withholding.
48
ARTICLE
XI. TRANSFERS
AND WITHDRAWALS
49
Section
11.1
Transfer.
49
Section
11.2
Limited
Partners' Rights to Transfer.
50
Section
11.3
Substituted
Limited Partners.
51
Section
11.4
Assignees.
52
Section
11.5
General
Provisions.
52
ARTICLE
XII. ADMISSION
OF PARTNERS
53
Section
12.1
Admission
of Successor General Partner.
53
ii
Section
12.2
Amendment
of Agreement and Certificate of Limited Partnership.
53
ARTICLE
XIII. DISSOLUTION
AND LIQUIDATION
53
Section
13.1
Dissolution.
53
Section
13.2
Winding
Up.
55
Section
13.3
Deficit
Capital Accounts.
56
Section
13.4
Deemed
Distribution and Recontribution.
56
Section
13.5
Rights
of Partners.
57
Section
13.6
Notice
of Dissolution.
57
Section
13.7
Termination
of Partnership and Cancellation of Certificate of Limited
Partnership.
57