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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 19, 2002 -------------------------------- Wells Real Estate Investment Trust, Inc. - -------------------------------------------------------------------------------- (Exact name of Wells REIT as specified in its charter) Maryland - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-25739 58-2328421 - -------------------------------- ------------------------------------------ (Commission File Number) (IRS Employer Identification No.) 6200 The Corners Parkway, Suite 250, Norcross, Georgia 30092 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Wells REIT's telephone number, including area code (770) 449-7800 ------------------------------ - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On or about May 10, 2002, Wells Real Estate Investment Trust, Inc. ("Wells REIT") mailed to its stockholders the proxy statement ("Proxy Statement") along with the annual report and notice of annual meeting of stockholders to be held June 26, 2002 ("Stockholders' Meeting"). Proposal 3 requested stockholder approval of certain amendments to our Articles of Incorporation to bring them into conformity with industry practices, which included a proposed amendment that would have eliminated a prohibition against the Wells REIT making or investing in mortgage loans as the sole purpose of the transaction. In light of concerns raised by regulated institutional pension fund investors who may be adversely affected by the potential passage of Proposal 3, on June 19, 2002, the Board of Directors of the Wells REIT determined that the passage of Proposal 3 was not in the best interests of the Wells REIT and its stockholders and approved a resolution removing Proposal 3 from the Proxy Statement and the agenda of the Stockholders' Meeting. As of the date hereof, Proposal 3 had not received the requisite vote of stockholders for approval. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits (c) Exhibits. The following exhibit is filed with this Current Report: Number Description ------ ----------- 99.1 Letter to Stockholders dated June 19, 2002 announcing the removal of Proposal 3 from the Proxy Statement. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Wells REIT has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. WELLS REAL ESTATE INVESTMENT TRUST, INC. By: /s/ Leo F. Wells, III ------------------------------------ Leo F. Wells, III President Date: June 19, 2002 3
Exhibit 99.1 June 19, 2002 Dear Stockholder of Wells Real Estate Investment Trust, Inc.: On or about May 10, 2002, we mailed to you the proxy statement (Proxy Statement) of Wells Real Estate Investment Trust, Inc. (Wells REIT) along with the annual report and notice of annual meeting of stockholders to be held June 26, 2002 (Stockholders' Meeting). Proposal 3, as described in the Proxy Statement, requested stockholder approval of certain amendments to our Articles of Incorporation to bring them into conformity with industry practices, which included a proposed amendment that would have eliminated a prohibition against the Wells REIT making or investing in mortgage loans as the sole purpose of the transaction. The catalyst behind Proposal 3 was to afford the Wells REIT acquisition team the greatest flexibility in purchasing properties in those limited situations in which the seller of such properties requires that the buyer utilize mortgage financing as part of the transaction terms. It was on this basis that management of the Wells REIT originally recommended this amendment to the Board of Directors. Since the date we mailed the Proxy Statement to stockholders, we have received comments from a number of our regulated institutional pension fund investors expressing concerns about the potential impact the passage of Proposal 3 would have on their fiduciary duties and obligations. As a result, management of the Wells REIT recommended removing Proposal 3 and, on June 19, 2002, the Board of Directors of the Wells REIT determined that the passage of Proposal 3 was not in the best interests of the Wells REIT and its stockholders and approved a resolution removing Proposal 3 from the Proxy Statement and the agenda of the Stockholders' Meeting. As of the date hereof, Proposal 3 had not received the requisite vote of stockholders for approval. Since the votes on this proposal will not be counted at the Stockholders' Meeting, if you have not already submitted your Proxy Card, you do not have to vote on Proposal 3 when submitting your Proxy Card. The removal of Proposal 3 from the Proxy Statement and the agenda of the Stockholders' Meeting will not have any effect on Proposal 1 (election of the nine directors), Proposal 2 (approval of an amendment to our Articles of Incorporation to increase the authorized shares) or Proposal 4 (approval of an amendment to our Articles of Incorporation to authorize the board of directors to increase the authorized shares). Therefore, unless we receive a later dated Proxy Card changing your vote on these other matters, your previous vote in favor of any of Proposal 1, Proposal 2 or Proposal 4 will remain unchanged. Sincerely, /s/ Leo F. Wells, III ----------------------------- Leo F. Wells, III President