Weingarten Realty Investors /TX/ - Prospectus filed pursuant to Rule 424(b)(7) (424B7)
February 01 2008 - 5:25PM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(7)
Registration
No. 333-138336
PROSPECTUS
SUPPLEMENT NO. 6
(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. 6 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, and prospectus supplement number 5 dated July 30, 2007 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, and July
30, 2007 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 January 31, 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 selling securityholders not previously
listed in the prospectus, and by superseding the information with respect to
selling securityholders listed below as of or prior to the date of this
prospectus supplement.
|
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)
|
|
|
|
|
|
Attorney’s
Liability Assurance Society
|
$155,000
|
*
|
3,158.44
|
*
|
Bayerische
Hypo- und Vereinsbank AG (3)
|
20,000,000
|
3.48%
|
407,540.00
|
*
|
City
of Southfield
|
110,000
|
*
|
2,241.47
|
*
|
Commonwealth
Professional Assurance Co.
|
365,000
|
*
|
7,437.61
|
*
|
Concord
Hospital Employees’ Pension Fund
|
95,000
|
*
|
1,935.82
|
*
|
Concord
Hospital Non-Pension Fund
|
155,000
|
*
|
3,158.44
|
*
|
Excellus
Health Plan
|
1,775,000
|
*
|
36,169.18
|
*
|
KBC
Financial Products USA Inc.#
|
4,000,000
|
*
|
81,508.00
|
*
|
MAG
Mutual Insurance Co.
|
220,000
|
*
|
4,482.94
|
*
|
Med
America Insurance Co. Hartford Trust
|
335,000
|
*
|
6,826.30
|
*
|
Med
America Insurance PA
|
370,000
|
*
|
7,539.49
|
*
|
Med
America New York Insurance
|
365,000
|
*
|
7,437.61
|
*
|
MIG
Assurance Convertible Portfolio
|
395,000
|
*
|
8,048.92
|
*
|
Tufts
Associated Health Plans – Convertible Bond Portfolio
|
630,000
|
*
|
12,837.51
|
*
|
Umass
Memorial Health Care – Convertible Bond Portfolio
|
190,000
|
*
|
3,871.63
|
*
|
Umass
Memorial Investment Partnership Convertible Bond Portfolio
|
255,000
|
*
|
5,196.14
|
*
|
University
of Massachusetts Convertible Bond Portfolio
|
160,000
|
*
|
3,260.32
|
*
|
_______________________
*
Less
than
1%.
#
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
83,784,455
common shares outstanding as of January 28, 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.
|
(3)
|
As
of December 11, 2007,
Bayerische
Hypo- und
Vereinsbank AG
owned 5,000,000 of our common shares that are not
subject to this Registration Statement.
|
The
table
captioned “Voting/Investment Control Table” commencing on page 66 of the
prospectus is hereby amended to reflect the following additions:
Selling
Securityholder
|
Natural
person or persons with voting or dispositive
power
|
|
|
Attorney’s
Liability Assurance Society
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
Bayerische
Hypo- und Vereinsbank AG
|
Mrs
Dr. Ariane Tausig
|
City
of Southfield
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
Commonwealth
Professional Assurance Co.
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
Concord
Hospital Employees’ Pension Fund
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
Concord
Hospital Non-Pension Fund
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
Excellus
Health Plan
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
MAG
Mutual Insurance Co.
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
Med
America Insurance Co. Hartford Trust
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
Med
America Insurance PA
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
Med
America New York Insurance
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
MIG
Assurance Convertible Portfolio
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
Tufts
Associated Health Plans – Convertible Bond Portfolio
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
Umass
Memorial Health Care – Convertible Bond Portfolio
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
Umass
Memorial Investment Partnership Convertible Bond Portfolio
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
University
of Massachusetts Convertible Bond Portfolio
|
Income
Research & Management is the investment manager. Managing
principals are: John Sommers, Jack Sommers, Rick Kizik, Bill O’Malley and
Ed Ingalls.
|
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