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Prepared by R.R. Donnelley Financial -- POST-EFFECTIVE # 8 TO FORM S-11
 
 
 
As filed with the Securities and Exchange Commission on September 17, 2002
 
Registration No. 333-44900
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
POST-EFFECTIVE AMENDMENT NO. 8 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)
 
Donald Kennicott, Esq.
Michael K. Rafter, Esq.
Holland & Knight LLP
One Atlantic Center, Suite 2000
1201 West Peachtree Street, N.W.
Atlanta, Georgia 30309-3400
(404) 817-8500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Agent for Service)
 
Maryland
  
58-2328421
(State or other Jurisdiction of Incorporation)
  
(I.R.S. Employer 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. 333-44900) (the “Registration Statement”), which the Securities and Exchange Commission declared effective on December 20, 2000, pursuant to which the Registrant registered 135,000,000 shares of its common stock, of which 125,000,000 shares were offered to the public on a “best efforts” basis, and 10,000,000 shares were offered pursuant to the dividend reinvestment plan. An additional 5,000,000 warrants and shares underlying such warrants were registered for issuance to participating broker-dealers upon their exercise of soliciting dealer warrants.
 
As of July 26, 2002, the Registrant had sold a total of 128,297,687 shares pursuant to the Registration Statement, including 123,942,618 shares sold to the public and 4,355,069 shares sold pursuant to the dividend reinvestment plan. The Registrant terminated the offering of the shares covered by this Registration Statement effective as of July 26, 2002, and hereby deregisters the remaining 6,702,313 shares which were previously registered under the Registration Statement and remained unsold as of July 26, 2002.
 
In addition, as of July 26, 2002, the Registrant had issued a total of 4,728,948 soliciting dealer warrants. The Registrant hereby deregisters the remaining 271,052 soliciting dealer warrants and 271,052 shares underlying such warrants.

 
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. 8 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 30th day of August, 2002.
 
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. 8 to Registration Statement has been signed below on August 30, 2002 by the following persons in the capacities indicated.
 
Name
   
Title
/S/    LEO F. WELLS, III    
Leo F. Wells, III
   
President and Director (Principal Executive Officer)
/S/    DOUGLAS P. WILLIAMS
Douglas P. Williams
   
Executive Vice President and Director (Principal Financial and Accounting Officer)
/S/    JOHN L. BELL*
John L. Bell
(By Douglas P. Williams, as Attorney-in-fact)
   
Director
/S/    MICHAEL R. BUCHANAN**
Michael R. Buchanan
(By Douglas P. Williams, as Attorney-in-fact)
   
Director
/S/    RICHARD W. CARPENTER*
Richard W. Carpenter
(By Douglas P. Williams, as Attorney-in-fact)
   
Director
/S/    BUD CARTER*
Bud Carter
(By Douglas P. Williams, as Attorney-in-fact)
   
Director
/S/    WILLIAM H. KEOGLER, JR.*
William H. Keogler, Jr.
(By Douglas P. Williams, as Attorney-in-fact)
   
Director
/S/    DONALD S. MOSS*
Donald S. Moss
(By Douglas P. Williams, as Attorney-in-fact)
   
Director
/S/    WALTER W. SESSOMS*
Walter W. Sessoms
(By Douglas P. Williams, as Attorney-in-fact)
   
Director
/S/    NEIL H. STRICKLAND*
Neil H. Strickland
(By Douglas P. Williams, as Attorney-in-fact)
   
Director
*
 
By Douglas P. Williams, as Attorney-in-fact, pursuant to Power of Attorney dated October 31, 2001 and included as Exhibit 24.1 herein.
**
 
By Douglas P. Williams, as Attorney-in-fact, pursuant to Power of Attorney dated July 10, 2002 and included as Exhibit 24.2 herein.

 
EXHIBIT INDEX
 
Exhibit No.
   
Description
24.1
   
Power of Attorney, filed herewith
24.2
   
Power of Attorney, filed herewith

Prepared by R.R. Donnelley Financial -- POWER OF ATTORNEY
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 October 31, 2001, by the following persons and in the capacities indicated below.
 
Signatures
   
Title
/s/    LEO F. WELLS, III        
Leo F. Wells, III
   
President and Director
(Principal Executive Officer)
/s/    DOUGLAS P. WILLIAMS        
Douglas P. Williams
   
Executive Vice President and Director
(Principal Financial and Accounting Officer)
/s/    JOHN L. BELL        
John L. Bell
   
Director
/s/    RICHARD W. CARPENTER        
Richard W. Carpenter
   
Director
/s/    BUD CARTER        
Bud Carter
   
Director
/s/    WILLIAM H. KEOGLER, JR.        
William H. Keogler, Jr.
   
Director
/s/    DONALD S. MOSS        
Donald S. Moss
   
Director
/s/    WALTER W. SESSOMS      
Walter W. Sessoms
   
Director
/s/    NEIL H. STRICKLAND        
Neil H. Strickland
   
Director
 

Prepared by R.R. Donnelley Financial -- POWER OF ATTORNEY
EXHIBIT 24.2
 
POWER OF ATTORNEY

 
POWER OF ATTORNEY
 
The 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 July 10, 2002, by the following person and in the capacity indicated below.
 
Signature
   
Title
/s/  MICHAEL R. BUCHANAN      
Michael R. Buchanan
   
Director