SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 12, 2007
Wells Real Estate Investment Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
| Georgia | 0-25739 | 58-2328421 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6200 The Corners Parkway, Norcross, Georgia 30092-3365
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (770) 449-7800
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers |
On February 12, 2007, Douglas P. Williams, the Executive Vice President, Secretary and Treasurer of Wells Real Estate Investment Trust, Inc. (the “Registrant”), and Randall D. Fretz, the Senior Vice President of the Registrant, notified the board of directors of the Registrant of their intent to resign their positions as executive officers of the Registrant at the time of and conditioned upon the closing of the pending merger among the Registrant and certain affiliates of Wells Real Estate Funds, Inc., the parent of the Registrant’s external advisors (the “Merger”). The Merger is subject to a number of closing conditions, including, among others, the approval of the stockholders of the Registrant.
| Item 8.01 | Other Events |
On February 14, 2007, the Registrant intends to make available to stockholders on its website (www.wellsreit.com) a video presentation describing (i) the potential merger of the Registrant with its external advisors, and (ii) an upcoming proxy solicitation of the Registrant’s stockholders. The script of the video presentation is attached as Exhibit 99.1 and incorporated herein by reference.
Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein are deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.
| Item 9.01 | Financial Statements and Exhibits |
The following exhibit is filed with this Form 8-K:
99.1 Script of video presentation
| Exhibit Number | Exhibit Title | |
| 99.1 | Script of video presentation | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| WELLS REAL ESTATE INVESTMENT TRUST, INC. (Registrant) | ||
| By: | /s/ Douglas P. Williams | |
| Douglas P. Williams Executive Vice President | ||
Date: February 14, 2007
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INDEX TO EXHIBIT
| Exhibit Number |
Exhibit Title | |
| 99.1 | Script of video presentation | |
Exhibit 99.1
SCRIPT FOR VIDEO CLIP
Prior to viewing the video presentation on the Registrant’s website (www.wellsreit.com), visitors to the website will be required to confirm that they have read the following disclosures and cautionary statements legends:
“In connection with this proposed transaction, Wells REIT intends to file a proxy statement and other related materials with the Securities and Exchange Commission (SEC). STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement will be mailed to Wells REIT stockholders in the near future. In addition, stockholders will be able to obtain the proxy statement and all other relevant documents filed with the SEC by Wells REIT free of charge at the SEC’s Web site, www.sec.gov, or from Wells REIT’s Web site at www.wellsreit.com, or by calling the Wells REIT Client Services Department at 800-557-4830. Wells REIT directors, executive officers, and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the stockholders of Wells REIT in favor of the proposed transaction. Information about Wells REIT, its directors and its executive officers, and their ownership of Wells REIT securities, will be set forth in the proxy statement when it becomes available.”
“This video may contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including discussion of the contemplated internalization transaction, discussion and analysis of the quality, nature and cost of other future actions, the amount and timing of the sale of real estate assets, and certain other matters. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as ‘may,’ ‘will,’ ‘expect,’ ‘intend,’ ‘anticipate,’ ‘estimate,’ ‘believe,’ or other similar words. Viewers of this video should be aware that there are various factors that could cause actual results to differ materially from any forward-looking statements made in this correspondence, which include satisfaction of the conditions to the closing of the internalization transaction, including obtaining stockholder approvals, changes in general economic conditions, changes in real estate conditions, increases in interest rates, the potential need to fund capital expenditures out of operating cash flow, and lack of availability of financing or capital proceeds. Accordingly, viewers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this video. We do not make any representations or warranties (expressed or implied) about the accuracy of any such forward-looking statements. This is neither an offer nor a solicitation to purchase securities.”
“Please be advised that the following video presentation was recorded prior to February 2, 2007 and states that Wells REIT has no employees; however, on February 2, 2007, Donald A. Miller, CFA, became the Chief Executive Officer and President of Wells REIT and became an employee of Wells REIT.”
The script of the video presentation available on the Registrant’s website is as follows:
“Hello. I’m Don Moss, an independent director – and an investor – in Wells REIT, the Wells Real Estate Investment Trust. On behalf of the Board, I can tell you important changes are proposed for the management structure of Wells REIT. Currently, Wells REIT has no employees of its own. The REIT’s management is contracted out to external management. We are proposing instead that the REIT employ its own internal management – sometimes called ‘internalization.’ We believe this would create a more favorable structure, as the REIT approaches its January 2008 deadline to list its shares on a national stock exchange, or begin selling its properties. Wells REIT would be the largest nontraded office REIT to internalize its management. We have been advised that, historically, the marketplace has preferred internalized REITs, as opposed to externally managed ones. For this and other reasons, we have concluded that internalization is in the best interest of our stockholders. If you are a Wells REIT stockholder
we will be asking you to vote on this, as well as several related proposals. On behalf of the independent directors and the entire Board, we unanimously recommend that stockholders approve these proposals, and before making a decision, we encourage you to read the proxy materials when they become available because they contain important information, and consult your financial advisor if you have questions. The proxy materials will be mailed to you shortly and will also be available for free at the SEC’s website, sec.gov. Your vote is important. We must have a quorum to enact these changes, and prompt voting can reduce the REIT’s proxy solicitation expenses. On behalf of the Board of Wells REIT, thank you for your interest. And to our investors, thank you for your continued confidence.”