As filed with the Securities and Exchange Commission on April 10, 2001 Registration No. 333-83933 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ POST-EFFECTIVE AMENDMENT NO. 5 TO FORM S-11 REGISTRATION STATEMENT Under The Securities Act of 1933 ______________________ WELLS REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in governing instruments) 6200 The Corners Parkway, Suite 250 Norcross, Georgia 30092 (770) 449-7800 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Douglas P. Williams, Executive Vice President 6200 The Corners Parkway Norcross, Georgia 30092 770-449-7800 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Donald Kennicott, Esq. Michael K. Rafter, Esq. Holland & Knight LLP 1201 West Peachtree Street, N.W., Suite 2000 Atlanta, Georgia 30309-3400 (404) 817-8500 ______________________ Maryland 58-2328421 (State or other (I.R.S. Employer Jurisdiction of Incorporation) Identification Number) ______________________ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _________ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ________ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. __________ If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. _________ Approximate date of commencement of proposed sale to the public: As soon as practicable following effectiveness of this Registration Statement. ______________________
Deregistration of Shares Wells Real Estate Investment Trust, Inc. (the "Registrant") filed a Registration Statement on Form S-11 (Commission File No. 333-83933) (the "Registration Statement"), which the Securities and Exchange Commission declared effective on December 20, 1999, pursuant to which the Registrant registered 22,200,000 shares of its common stock, of which 20,000,000 shares were offered to the public on a "best efforts" basis, 2,200,000 shares were offered pursuant to the dividend reinvestment plan, and 800,000 shares were registered for issuance to participating broker-dealers upon their exercise of soliciting dealer warrants. As of December 19, 2000, the Registrant had sold a total of 17,513,829 shares pursuant to the Registration Statement, including 16,840,813 shares sold to the public and 673,016 shares sold pursuant to the dividend reinvestment plan. The Registrant terminated the offering of the shares covered by this Registration Statement effective as of the close of business on December 19, 2000, and hereby deregisters the remaining 4,686,171 of its shares which were previously registered under the Registration Statement and remained unsold as of the close of business on December 19, 2000.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-11 and has duly caused this Post-Effective Amendment No. 5 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, and State of Georgia, on the 31/st/ day of March, 2001. WELLS REAL ESTATE INVESTMENT TRUST, INC. A Maryland corporation (Registrant) By: /s/ Leo F. Wells, III -------------------------------------- Leo F. Wells, III, President Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 5 to Registration Statement has been signed below on March 31, 2001 by the following persons in the capacities indicated. Name Title - ---- ----- /s/ Leo F. Wells, III President and Director - ------------------------------ Leo F. Wells, III (Principal Executive Officer) /s/ Douglas P. Williams Executive Vice President and Director - ------------------------------ (Principal Financial and Accounting Douglas P. Williams Officer) /s/ John L. Bell * Director - ------------------------------ John L. Bell (By Douglas P. Williams, as Attorney-in-fact) /s/ Richard W. Carpenter * Director - ------------------------------ Richard W. Carpenter (By Douglas P. Williams, as Attorney-in-fact) /s/ Bud Carter * Director - ------------------------------ Bud Carter (By Douglas P. Williams, as Attorney-in-fact) /s/ William H. Keogler, Jr. * Director - ------------------------------ William H. Keogler, Jr. (By Douglas P. Williams, as Attorney-in-fact) /s/ Donald S. Moss * Director - ------------------------------ Donald S. Moss (By Douglas P. Williams, as Attorney-in-fact) /s/ Walter W. Sessoms * Director - ------------------------------ Walter W. Sessoms (By Douglas P. Williams, as Attorney-in-fact) /s/ Neil H. Strickland * Director - ------------------------------ Neil H. Strickland (By Douglas P. Williams, as Attorney-in-fact) * By Douglas P. Williams, as Attorney-in-fact, pursuant to Power of Attorney dated June 28, 2000 and included as Exhibit 24.1 herein.
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 24.1 Power of Attorney, filed herewith
EXHIBIT 24.1 POWER OF ATTORNEY
POWER OF ATTORNEY ----------------- Each person whose signature appears below hereby constitutes and appoints Leo F. Wells, III and Douglas P. Williams, or either of them acting singly, as his true and lawful attorney-in-fact, for him and in his name, place and stead, to execute and sign any and all amendments, including any post-effective amendments, to the Registration Statement on Form S-11 of Wells Real Estate Investment Trust, Inc. or any additional Registration Statement filed pursuant to Rule 462 and to cause the same to be filed with the Securities and Exchange Commission hereby granting to said attorneys-in-fact and each of them full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact or either of them may do or cause to be done by virtue of these presents. Pursuant to the requirements of the Securities Act of 1933, as amended, this Power of Attorney has been signed below, effective as of June 28, 2000, by the following persons and in the capacities indicated below. /s/ Leo F. Wells, III President and Director - ------------------------------ (Principal Executive Officer) Leo F. Wells, III /s/ Douglas P. Williams Executive Vice President and Director - ------------------------------ (Principal Financial and Accounting Douglas P. Williams Officer) /s/ John L. Bell Director - ------------------------------ John L. Bell /s/ Richard W. Carpenter Director - ------------------------------ Richard W. Carpenter /s/ Bud Carter Director - ------------------------------ Bud Carter /s/ William H. Keogler, Jr. Director - ------------------------------ William H. Keogler, Jr. /s/ Donald S. Moss Director - ------------------------------ Donald S. Moss /s/ Walter W. Sessoms Director - ------------------------------ Walter W. Sessoms /s/ Neil H. Strickland Director - ------------------------------ Neil H. Strickland