INTRODUCTORY STATEMENT
This Amendment No. 1 ("Amendment No. 1") amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and
Exchange Commission on June 1, 2009 by Weingarten Realty Investors (“Weingarten”), a Texas real estate investment trust (as amended and supplemented to date, the "Schedule TO") relating to the offer by Weingarten to purchase a portion of its 3.950% Convertible Senior Unsecured Notes due August 1, 2026 (the “Convertible Notes”)
upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 1, 2009 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which were filed as Exhibits (a)(1) and (a)(2) to the Schedule TO, respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).
The information in the Offer which was previously filed with the Schedule TO is hereby expressly incorporated by reference into this Amendment No. 1, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 1. Summary Term Sheet.
The information provided in Item 4 is incorporated by reference into this Item 1.
Item 4. Terms of the Transaction.
Simultaneously with the Offer, Weingarten also conducted an offer (the “Any and All Offer”) to purchase any and all of its 7.000% Senior Unsecured Notes due July 15, 2011, 7.070% Medium Term Notes due June 26, 2009, 7.350%
Medium Term Notes due July 20, 2009, 7.400% Medium Term Notes due December 21, 2010, 7.440% Medium Term Notes due August 19, 2011, 7.500% Medium Term Notes due December 19, 2010 and 8.250% Medium Term Notes due January 22, 2010 (collectively, the “Non-Convertible Notes”). The Any and All Offer was originally set to expire at 5:00 p.m., New York City time, on June 8, 2009. By a press release dated June 9,
2009, Weingarten extended the expiration date of the Any and All Offer to 5:00 p.m., New York City time, on June 9, 2009. Based on information provided to Weingarten by Global Bondholder Services Corporation, the information agent for the Offer, $102,945,000 aggregate principal amount of Non-Convertible Notes were validly tendered for purchase in the Any and All Offer as of the original expiration date of the Any and All Offer. The full text of Weingarten's press release dated June 9, 2009,
announcing the extension of the expiration date and the results of the Any and All Offer as of the original expiration date is filed as Exhibit (a)(4) hereto and is incorporated herein by reference.
The Offer to Purchase is hereby amended as follows:
(1) The expiration of the Any and All Offer was extended from 5:00 p.m., New York City time, on June 8, 2009 to 5:00 p.m., New York City time, on June 9, 2009. Accordingly, all references to the expiration of the Any and All Offer being on June 8, 2009 in the
Offer to Purchase are changed to June 9, 2009 and the term “Any and All Offer Expiration Date” shall refer to 5:00 p.m., New York City time, on June 9, 2009. As a result of the extension of the Any and All Offer expiration date, the settlement date for the Any and All Offer was also extended by one day. Accordingly, all references to the settlement date for the Any and All Offer being on June 9, 2009 in the Offer to Purchase are changed to June 10, 2009 and the term “Any
and All Offer Settlement Date” shall refer to promptly following the Any and All Offer Expiration Date and expected to be June 10, 2009. Notwithstanding the foregoing, the extension of the Any and All Offer was not an extension of withdrawal rights for the Any and All Offer, which expired at 5:00 p.m., New York City time, on June 8, 2009.
(2) On page 4 of the Offer to Purchase, the response to the question “How will the Company pay for the Notes?” is replaced with the following:
“We will need a maximum of $350,000,000 to purchase Notes. We anticipate that we will obtain the necessary funds by utilizing cash we receive upon liquidation of our overnight short-term cash investments, which will total approximately $175,000,000, and the remainder will be obtained from
borrowings under our unsecured revolving credit facility. We will repay the funds borrowed under our credit facility from operating cash flow, dispositions of assets and other financing transactions.”
(3) On page 8 of the Offer to Purchase, the last sentence of the first paragraph under the heading “TERMS OF THE OFFERS – Purpose of the Offers; Source of Funds” is replaced with the following:
“We anticipate that we will obtain the necessary funds by utilizing cash we receive upon liquidation of our overnight short-term cash investments, which will total approximately $175,000,000, and the remainder will be obtained from borrowings under our unsecured revolving credit facility.”
(4) On page 8 of the Offer to Purchase, the following sentence is added to the end of the second paragraph under the heading “TERMS OF THE OFFERS – Purpose of the Offers; Source of Funds”:
“We will repay the funds borrowed under our credit facility from operating cash flow, dispositions of assets and other financing transactions.”
(5) On page 11 of the Offer to Purchase, the first bullet point under the heading “TERMS OF THE OFFERS – Expiration Dates; Extensions; Amendments” which reads “delay accepting Notes pursuant to either of the Offers” is deleted in its entirety.
(6) On pages 14 and 15 of the Offer to Purchase, the seventh, eighth and ninth paragraphs under the heading “TERMS OF THE OFFERS – Acceptance of Notes for Purchase; Payment for Notes” are deleted in their entirety.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes.
The information provided in Item 4 is incorporated by reference into this Item 6(a).
(b) Use of Securities Acquired.
The information provided in Item 4 is incorporated by reference into this Item 6(b).
Item 7. Source and Amount of Funds or Other Consideration.
(a) Source of Funds.
The information provided in Item 4 is incorporated by reference into this Item 7(a).
(d) Borrowed Funds.
The information provided in Item 4 is incorporated by reference into this Item 7(d).
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by the addition of Exhibit (a)(4) and, as so amended, is restated as follows:
(a) Disclosure Material.
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(a)(1) |
Offer to Purchase dated June 1, 2009.
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(a)(2) |
Form of Letter of Transmittal.
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(a)(3) |
Press Release issued by Weingarten on June 1, 2009.
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(a)(4) |
Press Release issued by Weingarten on June 9, 2009.
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(b) Loan Agreement.
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(b)(1) |
Amended and Restated Credit Agreement dated February 22, 2006 among Weingarten Realty Investors, the Lenders Party Thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.32 to Weingarten’s Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
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(b)(2) |
Amendment Agreement dated November 7, 2007 to the Amended and Restated Credit Agreement (filed as Exhibit 10.34 on Weingarten’s Form 10-Q for the quarter ended September 30, 2007 and incorporated herein by reference). |
(d) Contracts, Arrangements or Understandings.
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(d)(1) |
Senior Indenture dated as of May 1, 1995 between Weingarten Realty Investors and JPMorgan Chase Bank National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(a) to Weingarten’s Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
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(d)(2) |
First Supplemental Indenture dated as of August 2, 2006 between Weingarten Realty Investors and JPMorgan Chase Bank National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4.1 to Weingarten’s Form 8-K on August 2, 2006 and incorporated herein by reference). |
(g) Oral Solicitation Materials.
None.
(h) Tax Opinion.
None.
* Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2009
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Weingarten Realty Investors |
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By: |
/s/ Andrew M. Alexander |
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Andrew M. Alexander |
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President and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No.
(a) Disclosure Material.
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(a)(1) |
Offer to Purchase dated June 1, 2009. |
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(a)(2) |
Form of Letter of Transmittal. |
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(a)(3) |
Press Release issued by Weingarten on June 1, 2009. |
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(a)(4) |
Press Release issued by Weingarten on June 9, 2009. |
(b) Loan Agreement.
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(b)(1) |
Amended and Restated Credit Agreement dated February 22, 2006 among Weingarten Realty Investors, the Lenders Party Thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.32 to Weingarten’s Form 10-K for the year ended December 31, 2005 and incorporated herein by reference). |
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(b)(2) |
Amendment Agreement dated November 7, 2007 to the Amended and Restated Credit Agreement (filed as Exhibit 10.34 on Weingarten’s Form 10-Q for the quarter ended September 30, 2007 and incorporated herein by reference). |
(d) Contracts, Arrangements or Understandings.
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(d)(1) |
Senior Indenture dated as of May 1, 1995 between Weingarten Realty Investors and JPMorgan Chase Bank National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(a) to Weingarten’s Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference). |
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(d)(2) |
First Supplemental Indenture dated as of August 2, 2006 between Weingarten Realty Investors and JPMorgan Chase Bank National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4.1 to Weingarten’s Form 8-K on August 2, 2006 and incorporated herein by reference). |
(g) Oral Solicitation Materials.
None.
(h) Tax Opinion.
None.
* Previously filed.