Filed
Pursuant to Rule 424(b)(7)
Registration
No. 333-138336
PROSPECTUS
SUPPLEMENT NO. 7
(To
Prospectus Dated November 20, 2006)
$575,000,000
(aggregate
principal amount)
Weingarten
Realty Investors
3.95%
Convertible Senior Notes due 2026 and
the
Common Shares Issuable Upon Conversion of the Notes
This
prospectus supplement no. 7 supplements our prospectus dated November 20, 2006,
as supplemented by prospectus supplement number 1 dated February 5,
2007, prospectus supplement number 2 dated March 2, 2007, prospectus supplement
number 3 dated March 30, 2007, prospectus supplement number 4 dated May 11,
2007, prospectus supplement number 5 dated July 30, 2007, and prospectus
supplement number 6 dated January 31, 2008 relating to the resale
from time to time by selling securityholders of up to $575,000,000 aggregate
principal amount of our 3.95% Convertible Senior Notes due 2026 and the common
stock issuable upon conversion of the notes. The prospectus dated November 20,
2006, as supplemented by the prospectus supplements dated February 5, 2007,
March 2, 2007, March 30, 2007, May 11, 2007, July 30, 2007, and January 31,
2008 is referred to herein as the “prospectus.” This prospectus
supplement should be read in conjunction with the prospectus, and this
prospectus supplement is qualified by reference to the prospectus, except to the
extent that the information provided by this prospectus supplement supersedes
the information contained in the prospectus.
Investing
in the notes and our common shares issuable upon conversion of the notes
involves risks. See “Risk Factors” beginning on page 6 of the prospectus, as
well as the risk factors relating to our business that are incorporated by
reference in this prospectus from our Annual Report on Form 10-K for the year
ended December 31, 2006.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the securities discussed in the prospectus or this
prospectus supplement, nor have they determined whether the prospectus
supplement is truthful or complete. Any representation to the contrary is a
criminal offense.
The date
of this prospectus supplement is February 19, 2008
The
information in the table appearing under the caption “Selling Securityholders”
commencing on page 63 of the prospectus is supplemented and amended by adding
the information below with respect to the selling securityholder not previously
listed in the prospectus.
|
|
|
Principal
Amount of Notes Beneficially Owned That May Be Sold
|
|
Percentage
of
Notes Outstanding
|
|
Number
of Common Shares That May Be Sold (1)
|
|
Percentage
of Common Shares Outstanding (2)
|
|
|
|
|
|
|
|
|
|
|
|
DBAG
London +
|
|
$1,000,000
|
|
*
|
|
20,377
|
|
*
|
_______________________
*
Less than
1%.
+
Affiliate of a broker dealer
|
(1)
|
Assumes
conversion of all of the holder’s notes at an initial conversion rate of
20.3770 of our common shares for each $1,000 principal amount of notes.
However, this conversion rate is subject to adjustment as described under
“Description of Notes — Conversion Rate Adjustments.” As a result, the
amount of common shares issuable upon conversion of the notes may increase
or decrease in the future.
|
|
(2)
|
Calculated
based on Rule 13d-3(d)(i) of the Exchange Act
using
83,784,680
common shares outstanding as of February 13, 2008. In
calculating this amount, we treated as outstanding the number of common
shares issuable upon conversion of all of that particular holder’s notes.
However, we did not assume the conversion of any other holder’s
notes.
|
The table
captioned “Voting/Investment Control Table” commencing on page 66 of the
prospectus is hereby amended to reflect the following addition:
|
Selling
Securityholder
|
|
Natural
person or persons with voting or dispositive power
|
|
|
|
|
|
DBAG
London
|
|
John
Arnone
|