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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 10-K/A

Amendment No. 1

 

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(Mark One)

x	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2004

 

or

 

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from to              to             

 

Commission file number 0-25739

 

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WELLS REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)

 

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Maryland		58-2328421
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
6200 The Corners Parkway, Norcross, Georgia		30092
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code (770) 449-7800

 

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Securities registered pursuant to Section 12 (b) of the Act:

 

Title of each class		Name of exchange on which registered
NONE		NONE

 

Securities registered pursuant to Section 12 (g) of the Act:

 

COMMON STOCK

(Title of Class)

 

COMMON STOCK

(Title of Class)

 

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No  ¨

 

Aggregate market value of the voting stock held by nonaffiliates:

 

While there is no established market for the Registrant’s shares of voting stock, the Registrant has offered and sold shares of its voting stock pursuant to a Form S-11 Registration Statement under the Securities Act of 1933 at a price of $10 per share. The number of shares of common stock outstanding as of February 28, 2005 was approximately 473,508,123.

 

Documents Incorporated by Reference:

 

Registrant incorporates by reference portions of the Wells Real Estate Investment Trust, Inc. Definitive Proxy Statement for the 2005 Annual Meeting of Stockholders (Items 10, 11, 12, 13 and 14 of Part III) to be filed no later than April 30, 2005.

 

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EXPLANATORY NOTE

 

This Amendment No. 1 to the Annual Report on Form 10-K for Wells Real Estate Investment Trust, Inc. for the fiscal year ended December 31, 2004, which was originally filed on March 15, 2005, is being filed for the sole purpose of filing Exhibit 23.1, the Consent of Independent Registered Public Accounting Firm, which was inadvertently omitted from the original filing. All other information in the original Form 10-K remains unchanged.

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SIGNATURES

 

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 17th day of March 2005.

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity as and on the date indicated.

 

Signature		Title		Date
/s/ Michael R. Buchanan		Independent Director		March 17, 2005
Michael R. Buchanan
/s/ Richard W. Carpenter		Independent Director		March 17, 2005
Richard W. Carpenter
/s/ Bud Carter		Independent Director		March 17, 2005
Bud Carter
/s/ Donald S. Moss		Independent Director		March 17, 2005
Donald S. Moss
/s/ Neil H. Strickland		Independent Director		March 17, 2005
Neil H. Strickland
/s/ Williams H. Keogler, Jr.		Independent Director		March 17, 2005
William H. Keogler, Jr.
/s/ Walter W. Sessoms		Independent Director		March 17, 2005
Walter W. Sessoms
/s/ W. Wayne Woody		Independent Director		March 17, 2005
W. Wayne Woody
/s/ Leo F. Wells, III		President and Director (Principal Executive Officer)		March 17, 2005
Leo F. Wells, III
/s/ Douglas P. Williams		Executive Vice President and Director (Principal Financial Officer)		March 17, 2005
Douglas P. Williams

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EXHIBIT INDEX

 

Exhibit Number		Description of Document
23.1		Consent of Independent Registered Public Accounting Firm

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-114212) of Wells Real Estate Investment Trust, Inc. and in the related Prospectus of our reports dated March 10, 2005, with respect to the consolidated financial statements and schedules of Well Real Estate Investment Trust, Inc., Wells Real Estate Investment Trust, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Wells Real Estate Investment Trust, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2004.

 

 

Atlanta, Georgia

March 17, 2005