<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 1999
REGISTRATION NO. 333-7979
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 8 TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WELLS REAL ESTATE FUND X, L.P.
and
WELLS REAL ESTATE FUND XI, L.P.
(Exact name of Registrant as Specified in Its Governing Instruments)
3885 Holcomb Bridge Road
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.E.
Atlanta, Georgia 30309-3400
(404) 817-8500
(Name, Address Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Agent for Service)
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Georgia 58-2250093/58-2250094
(State or other (I.R.S. Employer
Jurisdiction of Incorporation) Identification Numbers)
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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. [_]
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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. [_]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
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DEREGISTRATION OF 2,633,828.54 UNITS
Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P. (the
"Registrant") filed a Registration Statement on Form S-11 (Commission File No.
333-7979), which the Securities and Exchange Commission declared effective on
December 31, 1996, pursuant to which the Registrant registered 7,000,000 units
of limited partnership interest. The Registrant offered all 7,000,000 units to
the public on a "best efforts" basis.
As of December 30, 1998, the Registrant had sold 4,366,171.46 units under
the Registration Statement. As of December 30, 1998, the Registrant has
terminated the offering of units covered by this Registration Statement, and
hereby deregisters the remaining 2,633,828.54 units previously registered under
the Registration Statement which remained unsold as of December 30, 1998.
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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 1st day of February, 1999.
WELLS REAL ESTATE FUND X, L.P.
By: Wells Partners, L.P.
General Partner
By: Wells Capital, Inc.
General Partner
By: /s/ Leo F. Wells, III
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Leo F. Wells, III
President
By: /s/ Leo F. Wells, III
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Leo F. Wells, III
General Partner
WELLS REAL ESTATE FUND XI, L.P.
By: Wells Partners, L.P.
General Partner
By: Wells Capital, Inc.
General Partner
By: /s/ Leo F. Wells, III
-------------------------
Leo F. Wells, III
President
By: /s/ Leo F. Wells, III
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Leo F. Wells, III
General Partner
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Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 8 to Registration Statement has been signed by the
following person in the capacity and on the date indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Leo F. Wells, III President (Chief Executive February 1, 1999
- ----------------------- Officer), Treasurer (Chief
Leo F. Wells, III Financial Officer) Sole Director
of Wells Capital, Inc., the sole
general partner of Wells
Partners, L.P.
