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March 7, 2007
By Facsimile 202.739.3001 and U.S. Mail
David A. Sirignano
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, D.C. 20004
RE: Wells Real Estate Investment Trust, Inc.
Schedule TO-T filed on February 27, 2006
by Madison Investment Trust Series 79, et al.
File No. 005-80150
Dear Mr. Sirignano:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please revise to include the financial statements of the filing
persons. In the alternative, provide us with an analysis for why
financial statements are not material in the context of the offer.
Please be aware that adding new, material information in an
amended
filing may require dissemination of that information to unit
holders
and an extension of the offer.
Introduction, page 8
2. Please confirm that you will update your offer to reflect the
recently paid dividend.
3. You state that tendering security holders will not have to pay
brokerage fees or commissions. Will you reimburse tendering
security
holders for any such fees if their shares are held and tendered
through a broker? If not, please revise.
Establishment of the offer price, page 9
4. Expand your disclosure to quantify the liquidity discount and
clarify how that discount was determined.
Terms of the Offer, page 10
5. You indicate here and on page 14 that payment will be made for
tendered units following confirmation from the Corporation of the
transfer of the units. Revise to indicate when you might expect
to
receive such confirmation, what limitations on transfers exist and
how such limitations may impact your ability to satisfy your
prompt
payment obligation. Please explain why you believe a delay
relating
to the Corporation`s confirmation is consistent with your prompt
payment obligation.
Determination of Validity, page 12
6. We note your statement in several places that your
determination
regarding the terms and conditions "will be final and binding."
This
statement creates the impression that holders have no legal
recourse
regarding the terms of the offer. Please revise this sentence to
more precisely define its scope. It appears that your
interpretation
of the terms of the tender offer may not necessarily be final and
binding on all persons. For example, while you may assert an
offer
condition when it is triggered, when parties contest asserted
conditions, the judgments of courts of law are generally
considered
final and binding in such matters.
Conflicts of Interest, page 16
7. You disclose that the Depository is an affiliate of some of the
Purchasers and there may be some inherent conflicts of interest.
Please revise to summarize the conflicts of interest.
Source of Funds, page 17
8. Please identify the "members" and provide a description of the
terms of your financing arrangements with them. Refer to Item
1007(a) of Regulation M-A. Additionally, provide us with your
analysis regarding why these members should not be viewed as
bidders
in the offers as a result of the direct financing they will
provide.
We note that "members" have made agreements to contribute to the
financing of the offer. We believe that these agreements should
be
filed as exhibits pursuant to Item 1016(d)
Closing Information
Please amend your filing to comply with our comments. If
you
do not agree with a comment, please tell us why in your response.
If
the information you provide in response to our comments materially
changes the information that you have already provided to unit
holders, disseminate the revised materials in a manner reasonably
calculated to inform them of the new information. Depending upon
your response to these comments, a supplement may need to be sent
to
unit holders.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the Purchaser is in possession of all
facts relating to its disclosure, it is responsible for the
accuracy
and adequacy of the disclosures it has made.
In connection with responding to our comments, please
provide,
in writing, a statement from purchaser acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please direct any questions to me at (202) 551-3345. You
may
also contact me via facsimile at (202) 772-9203. Please send all
correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Michael Pressman
Special Counsel
Office of Mergers &
Acquisitions
March 7, 2007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE